BARGAINING AGREEMENTS. EXCEPT AS DISCLOSED ON
SCHEDULE 5.17, NO TARGET COMPANY IS A PARTY TO OR OTHERWISE BOUND BY ANY
CONTRACT, AGREEMENT OR COLLECTIVE BARGAINING AGREEMENT WITH ANY LABOR UNION OR
ORGANIZATION OR OTHER COMMITMENT RESPECTING EMPLOYMENT OR COMPENSATION OF ANY OF
ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, AND NO EMPLOYEES OF ANY TARGET
COMPANY ARE REPRESENTED BY ANY LABOR UNION, WORKERS COUNCIL OR SIMILAR
ORGANIZATION.
19
5.17.3.
EMPLOYEE CLAIMS.
THERE ARE NO CHARGES OR COMPLAINTS INVOLVING ANY
FEDERAL, STATE OR LOCAL CIVIL RIGHTS ENFORCEMENT AGENCY, COURT OR OTHER
GOVERNMENTAL AUTHORITY; COMPLAINTS OR CITATIONS UNDER THE OCCUPATIONAL SAFETY
AND HEALTH ACT OR ANY STATE OR LOCAL OCCUPATIONAL SAFETY ACT OR REGULATION;
UNFAIR LABOR PRACTICE CHARGES OR COMPLAINTS WITH ANY GOVERNMENTAL AUTHORITY WITH
JURISDICTION OVER LABOR- OR EMPLOYMENT-RELATED CLAIMS (INCLUDING THE UNITED
STATES NATIONAL LABOR RELATIONS BOARD); OR OTHER CLAIMS, CHARGES, ACTIONS OR
CONTROVERSIES PENDING, OR, TO SELLERS' KNOWLEDGE, THREATENED OR PROPOSED,
INVOLVING ANY TARGET COMPANY AND ANY EMPLOYEE, FORMER EMPLOYEE OR ANY LABOR
UNION OR OTHER ORGANIZATION REPRESENTING OR CLAIMING TO REPRESENT SUCH
EMPLOYEES' INTERESTS.
5.17.4.
COMPLIANCE.
EACH TARGET COMPANY IS AND HAS HERETOFORE BEEN IN
COMPLIANCE WITH ALL LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS
AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, THE SPONSORSHIP, MAINTENANCE,
ADMINISTRATION AND OPERATION OF (OR THE PARTICIPATION OF ITS EMPLOYEES IN)
EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS AND OCCUPATIONAL SAFETY AND HEALTH
PROGRAMS, AND NO TARGET COMPANY IS ENGAGED IN ANY VIOLATION OF ANY LAW RELATED
TO EMPLOYMENT, INCLUDING UNFAIR LABOR PRACTICES OR ACTS OF EMPLOYMENT
DISCRIMINATION.
5.18.
EMPLOYEE BENEFITS.
5.18.1.
IDENTIFICATION. SCHEDULE 5.18 CONTAINS A TRUE AND COMPLETE LIST OF
ALL EMPLOYEE PLANS, WHETHER EXPRESS OR IMPLIED, APPLICABLE TO ANY EMPLOYEES OR
FORMER EMPLOYEES OF ANY TARGET COMPANY AND TRUE AND CORRECT COPIES OF SUCH
EMPLOYEE PLANS HAVE BEEN FURNISHED TO METHODE.
TRUE AND CORRECT COPIES OF ALL
EMPLOYEE MANUALS OR WRITTEN STATEMENTS OF POLICY RELATING TO THE EMPLOYMENT OF
EMPLOYEES OF TARGET COMPANIES, IF ANY, HAVE BEEN FURNISHED TO BUYER. WITHOUT
LIMITATION TO THE FOREGOING, EXCEPT AS DISCLOSED IN SCHEDULE 5.18, (I) NO TARGET
COMPANY MAINTAINS OR CONTRIBUTES TO, NOR HAS ANY TARGET COMPANY AT ANY TIME
MAINTAINED OR CONTRIBUTED TO, A "DEFINED BENEFIT PLAN" WITHIN THE MEANING OF
SECTION 3(35) OF ERISA, (II) NO TARGET COMPANY MAINTAINS OR HAS HAD AN
OBLIGATION TO CONTRIBUTE TO ANY MULTIEMPLOYER PLAN (WITHIN THE MEANING OF
SECTION 3(37) OF ERISA), AND (III) NO TARGET COMPANY MAINTAINS ANY WELFARE PLAN.
5.18.2.
COMPLIANCE. EACH EMPLOYEE PLAN AND EACH RELATED TRUST, INSURANCE
CONTRACT OR FUND MAINTAINED BY, OR CONTRIBUTED TO, BY ANY TARGET COMPANY HAS
COMPLIED IN FORM AND OPERATION WITH ALL FILINGS, REPORTING, DISCLOSURE AND OTHER
REQUIREMENTS OF ERISA AND, TO THE EXTENT APPLICABLE, THE CODE. NO SELLING PARTY
OR TARGET COMPANY HAS RECEIVED ANY NOTICE TO CORRECT ANY VIOLATION OF ANY
APPLICABLE LAWS RELATING TO ANY EMPLOYEE PLANS OF ANY TARGET COMPANY OR THE
MANNER IN WHICH THEY ARE ADMINISTERED, WITH WHICH IT HAS NOT COMPLIED; AND THE
PROVISIONS AND OPERATIONS OF ALL SUCH PLANS,