APPLICABLE COLLECTIVE BARGAINING
AGREEMENTS AND IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS.
(H)
NONE OF THE EMPLOYEE BENEFIT PLANS SET FORTH ON SCHEDULE 5.19
OBLIGATES ANY UC PARTY TO PAY ANY SEPARATION, SEVERANCE, TERMINATION, OR SIMILAR
BENEFITS AS A RESULT OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
(I)
FOR PURPOSES OF THIS SECTION 5.19, THE TERM "UC PARTY" INCLUDES ALL
ORGANIZATIONS UNDER COMMON CONTROL WITH SUCH UC PARTY PURSUANT TO
SECTION 414(B) OR (C) OF THE CODE.
5.20
COMPLIANCE WITH LAWS.
EXCEPT AS SET FORTH ON SCHEDULE 5.20 OR TO
THE EXTENT ANY FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, EACH UC PARTY HAS COMPLIED AND IS IN COMPLIANCE WITH
ALL APPLICABLE LAWS, TREATIES, ORDINANCES, CODES, RULES, REQUIREMENTS,
REGULATIONS, FAR, THE UNITED STATES POSTAL SERVICE PURCHASING MANUAL, ORDERS,
AND DIRECTIVES OF FOREIGN, FEDERAL, STATE, AND LOCAL GOVERNMENTS AND ALL
AGENCIES THEREOF, INCLUDING (WITHOUT LIMITATION) ALL APPLICABLE UNITED STATES
TRADE LAWS AND REGULATIONS, THE SERVICE CONTRACT ACT OF 1965, 41 U.S.C. § 351,
ET SEQ., AND THE BUY AMERICAN ACT, 41 U.S.C. § 10A-10D.
EXCEPT AS SET FORTH ON
SCHEDULE 5.20, NO WRITTEN NOTICE NOR, TO THE KNOWLEDGE OF THE COMPANY, ANY
VERBAL NOTICE HAS BEEN RECEIVED BY, AND NO CLAIMS HAVE BEEN FILED AGAINST, ANY
UC PARTY ALLEGING A VIOLATION OF ANY OF THE FOREGOING (I) BY ANY GOVERNMENTAL
ENTITY OR ANY DEPARTMENT, AGENCY, OR POLITICAL SUBDIVISION THEREOF, SINCE
NOVEMBER 1, 2003, OR (II) BY ANY OTHER PERSON SINCE NOVEMBER 1, 2003.
EXCEPT AS
SET FORTH ON SCHEDULE 5.20, SINCE JANUARY 1, 2000, NO UC PARTY HAS CREDIBLE
EVIDENCE OF A UC PARTY'S VIOLATION OF FEDERAL OR STATE CRIMINAL LAW INVOLVING
FRAUD, CONFLICT OF INTEREST, BRIBERY, OR GRATUITY PROVISIONS FOUND IN TITLE 18
OF THE U.S. CODE, A VIOLATION OF THE CIVIL FALSE CLAIMS ACT (31 U.S.C. §§
3729-3733) OR A SIGNIFICANT OVERPAYMENT (OTHER THAN OVERPAYMENTS RESULTING FROM
CONTRACT FINANCING PAYMENTS AS DEFINED IN FAR 32.001) IN CONNECTION WITH THE
AWARD, PERFORMANCE, OR CLOSEOUT OF ANY CONTRACT WITH A GOVERNMENTAL ENTITY OR
ANY DEPARTMENT, AGENCY, OR POLITICAL SUBDIVISION THEREOF.
EXCEPT AS SET
-35-
FORTH ON SCHEDULE 5.20, DURING THE LAST THREE YEARS, NO UC PARTY HAS CONDUCTED
OR INITIATED ANY INTERNAL INVESTIGATION AND, TO THE KNOWLEDGE OF THE COMPANY,
THERE HAS NOT BEEN AND CURRENTLY IS NO REASON TO CONDUCT, INITIATE, OR REPORT
ANY INTERNAL INVESTIGATION, OR MAKE A MANDATORY OR VOLUNTARY DISCLOSURE TO A
GOVERNMENTAL ENTITY OR ANY DEPARTMENT, AGENCY, OR POLITICAL SUBDIVISION THEREOF,
WITH RESPECT TO ANY ALLEGED IRREGULARITY, MISSTATEMENT, OR OMISSION ARISING
UNDER OR RELATING TO ANY CONTRACT.
5.21
ENVIRONMENTAL AND SAFETY MATTERS.
EXCEPT AS DISCLOSED IN SCHEDULE
5.21:
(A)
EACH UC PARTY HAS COMPLIED IN ALL MATERIAL RESPECTS AND IS
CURRENTLY IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL AND
SAFETY REQUIREMENTS.
(B)
WITHOUT LIMITING THE GENERALITY OF SUBSECTION (A) ABOVE, EACH
UC PARTY HAS OBTAINED AND COMPLIED IN ALL MATERIAL RESPECTS WITH, AND IS
CURRENTLY IN MATERIAL COMPLIANCE WITH, ALL PERMITS, LICENSES AND