SELLER HAS RECEIVED ANY NOTICE OR OTHER COMMUNICATION
REGARDING ANY ACTUAL OR POSSIBLE VIOLATION, BREACH OF, OR DEFAULT UNDER, ANY
MATERIAL CONTRACT; AND
20
(IV)
NEITHER SELLER HAS WAIVED ANY OF ITS MATERIAL
RIGHTS UNDER ANY MATERIAL CONTRACT.
(D)
EXCEPT AS SET FORTH IN SECTION 2.11(D) OF
THE DISCLOSURE SCHEDULE, NEITHER SELLER HAS GUARANTEED OR OTHERWISE AGREED TO
CAUSE, INSURE OR BECOME LIABLE FOR, NOR PLEDGED ANY OF THE PURCHASED ASSETS TO
SECURE, THE PERFORMANCE OR PAYMENT OF ANY OBLIGATION OR OTHER LIABILITY OF, ANY
OTHER PERSON.
(E)
SECTION 2.11(E) OF THE DISCLOSURE SCHEDULE
IDENTIFIES AND PROVIDES AN ACCURATE AND COMPLETE DESCRIPTION OF EACH PROPOSED
MATERIAL CONTRACT AS TO WHICH ANY WRITTEN BID, OFFER, PROPOSAL, TERM SHEET OR
SIMILAR DOCUMENT HAS BEEN SUBMITTED OR RECEIVED BY THE SELLERS SINCE APRIL 1,
2009.
SECTION 2.12
EMPLOYEES.
(A)
A COMPLETE AND ACCURATE LIST OF ALL CURRENT
EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS AND CONSULTANTS OF THE SELLERS AS OF
THE DATE HEREOF, TOGETHER WITH THEIR TITLES OR POSITIONS, DATES OF HIRE, REGULAR
WORK LOCATION AND CURRENT COMPENSATION (SALARY AND BENEFITS) IS INCLUDED IN
SECTION 2.12(A)(I) OF THE DISCLOSURE SCHEDULE.
EXCEPT AS SET FORTH IN
SECTION 2.12(A)(II) OF THE DISCLOSURE SCHEDULE, THE COMPLETION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT RESULT IN ANY PAYMENT OR
INCREASED PAYMENT BECOMING DUE TO ANY CURRENT OR FORMER OFFICER, DIRECTOR, OR
EMPLOYEE OF, OR CONSULTANT PURSUANT TO AN AGREEMENT ASSUMED BY THE ACQUIRER OR
PURSUANT TO WHICH THE ACQUIRER WOULD HAVE ANY LIABILITY.
(B)
EXCEPT AS DESCRIBED IN SECTION 2.12(B) OF
THE DISCLOSURE SCHEDULE, AS OF THE DATE HEREOF, THERE ARE NO OUTSTANDING OFFERS
OF EMPLOYMENT OR ENGAGEMENT MADE TO ANY PERSON BY SELLER AND THERE IS NO ONE WHO
HAS ACCEPTED AN OFFER OF EMPLOYMENT OR ENGAGEMENT MADE BY SELLER WHO HAS NOT YET
TAKEN UP THAT EMPLOYMENT OR ENGAGEMENT.
(C)
NO GRIEVANCE OR COMPLAINT OF SEX, RACE OR
DISABILITY DISCRIMINATION IS PENDING IN AN ADMINISTRATIVE OR LITIGATION
PROCEEDING.
(D)
SECTION 2.12(D) OF THE DISCLOSURE SCHEDULE
SETS FORTH A LIST OF ALL PLANS.
THE SELLERS HAVE MADE AVAILABLE TO THE ACQUIRER
A TRUE AND COMPLETE COPY OF EACH PLAN AND, TO THE EXTENT APPLICABLE, ALL CURRENT
SUMMARY PLAN DESCRIPTIONS AND ALL DETERMINATION LETTERS FROM THE IRS WITH
RESPECT TO ANY PLAN. IN ADDITION, (I) EACH PLAN HAS BEEN MAINTAINED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND THE REQUIREMENTS OF ERISA AND
THE CODE AND OTHER APPLICABLE LAWS, (II) EACH SELLER HAS PERFORMED ALL MATERIAL
OBLIGATIONS REQUIRED TO BE PERFORMED BY IT UNDER ANY PLAN AND IS NOT IN ANY
MATERIAL RESPECT IN DEFAULT UNDER OR IN VIOLATION OF ANY PLAN, AND (III) NO
MATERIAL LEGAL ACTION (OTHER THAN CLAIMS FOR BENEFITS IN THE ORDINARY COURSE) IS
PENDING OR, TO THE SELLERS' KNOWLEDGE, THREATENED IN WRITING WITH RESPECT TO ANY
PLAN BY ANY CURRENT OR FORMER EMPLOYEE, OFFICER OR DIRECTOR OF THE SELLERS.
(E)
EACH PLAN THAT IS INTENDED TO BE QUALIFIED
UNDER SECTION 401(A) OF THE CODE OR SECTION 401(K) OF THE