PLAN WHICH IS SUBJECT TO
PART 3 OF SUBTITLE B OF TITLE I OF ERISA, TITLE IV OF ERISA OR SECTION 412 OF
THE CODE, (B) MULTIPLE EMPLOYER PLAN OR TO ANY PLAN DESCRIBED IN SECTION 413 OF
THE CODE, OR (C) MULTIEMPLOYER PLAN.
(B)
NO POST EMPLOYMENT OBLIGATIONS.
NO SELLER HAS ANY LIABILITY TO
PROVIDE, LIFE INSURANCE, MEDICAL OR OTHER EMPLOYEE BENEFITS TO ANY CURRENT OR
FORMER EMPLOYEE OF THE BUSINESS UPON HIS OR HER RETIREMENT OR TERMINATION OF
EMPLOYMENT FOR ANY REASON, EXCEPT AS MAY BE REQUIRED BY LAW, WHICH COULD RESULT
IN LIABILITY TO BUYER FOLLOWING THE CLOSING AND UNLESS OTHERWISE AGREED BY THE
PARTIES.
3.13
Labor Matters.
None of the Sellers is a party to any special
collective bargaining agreement and no special collective bargaining agreement
is being negotiated with respect to the Business.
There is no material unfair
labor practice, charge or complaint pending against any Seller with respect to
the Business, nor is there any material labor strike, work stoppage, grievance
or other labor dispute pending or, to the knowledge of any of the Sellers,
threatened in writing against any of the Sellers with respect to the Business.
Each of the Sellers is in compliance in all material respects with all
applicable laws respecting employment and wage and hours, and with all terms and
conditions of employment, agreements with third parties, codes of conduct,
visas, work permits, in each case, with respect to Employees.
3.14
ENVIRONMENTAL MATTERS
(A)
CONDITION OF PROPERTY:
TO KNOWLEDGE OF SELLER, NO HAZARDOUS
MATERIALS ARE PRESENT IN THE SOIL, GROUNDWATER OR OF ANY FACILITY LOCATION IN A
MANNER THAT IS REASONABLY LIKELY TO RESULT IN MATERIAL LIABILITY TO THE BUSINESS
OR BUYER OR OTHERWISE RESULT IN A CORRECTIVE ACTION OR REMEDIAL OBLIGATION UNDER
ENVIRONMENTAL LAWS.
TO THE KNOWLEDGE OF SELLERS, THERE ARE NO UNDERGROUND
STORAGE TANKS, ASBESTOS WHICH IS FRIABLE OR LIKELY TO BECOME FRIABLE OR PCBS
PRESENT ON ANY FACILITY LOCATION.
(B)
HAZARDOUS MATERIALS ACTIVITIES:
SELLERS HAVE CONDUCTED ALL
HAZARDOUS MATERIAL ACTIVITIES RELATING TO THE BUSINESS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS, AND THE HAZARDOUS
MATERIALS ACTIVITIES OF SELLERS PRIOR TO THE CLOSING HAVE NOT RESULTED IN THE
EXPOSURE OF ANY PERSON TO A HAZARDOUS MATERIAL IN A MANNER WHICH HAS CAUSED OR
COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE HEALTH EFFECT TO ANY
SUCH PERSON.
31
(C)
ENVIRONMENTAL LITIGATION:
NO ACTION, PROCEEDING, REVOCATION
PROCEEDING, AMENDMENT PROCEDURE, WRIT, INJUNCTION OR CLAIM IS PENDING, OR TO THE
BEST OF SELLERS KNOWLEDGE, THREATENED, CONCERNING OR RELATING TO ANY HAZARDOUS
MATERIALS ACTIVITY OF SELLERS RELATING TO ITS BUSINESS, OR ANY FACILITY
LOCATION.
(D)
REPORTS AND RECORDS:
SELLERS HAVE DELIVERED TO BUYER OR MADE
AVAILABLE FOR INSPECTION BY BUYER AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES
ALL PHASE I AND PHASE II OR OTHER ENVIRONMENTAL ASSESSMENTS OF SOIL OR
GROUNDWATER AT ANY FACILITY LOCATION IN SELLERS POSSESSION.
3.15
Fees.
Except with respect to Deutsche Bank, the Sellers do not
have any liability or obligation to pay