A "PLANT CLOSING" (AS DEFINED IN THE WARN ACT) AFFECTING ANY
SITE OF EMPLOYMENT OR ONE OR MORE FACILITIES OR OPERATING UNITS WITHIN ANY SITE
OF EMPLOYMENT OR FACILITY OF THE BUSINESS; OR, (B) A "MASS LAYOFF" (AS DEFINED
IN THE WARN ACT) AFFECTING ANY SITE OF EMPLOYMENT OR FACILITY OF THE BUSINESS;
NOR HAS THE BUSINESS BEEN AFFECTED BY ANY TRANSACTION OR ENGAGED IN LAYOFFS OR
EMPLOYMENT TERMINATIONS SUFFICIENT IN NUMBER TO TRIGGER APPLICATION OF ANY
SIMILAR STATE OR LOCAL LAW.
(C)
THERE HAS NOT BEEN, THERE IS NOT PRESENTLY
PENDING OR EXISTING, AND TO THE KNOWLEDGE OF SELLER THERE IS NOT THREATENED, ANY
OF THE FOLLOWING WITH RESPECT TO THE BUSINESS:
(I)
ANY FORMAL UNION ORGANIZING CAMPAIGNS OR
REPRESENTATION PROCEEDINGS;
(II)
ANY APPLICATION FOR CERTIFICATION OF A
COLLECTIVE BARGAINING AGENT;
(III)
ANY STRIKE, SLOWDOWN, PICKETING, WORK
STOPPAGE, OR EMPLOYEE GRIEVANCE PROCESS; OR
(IV)
ANY PROCEEDING INVOLVING AN ALLEGED VIOLATION
OF ANY LEGAL REQUIREMENT PERTAINING TO LABOR RELATIONS OR EMPLOYMENT MATTERS, OR
OTHER LABOR OR EMPLOYMENT DISPUTE OR CLAIM AGAINST OR AFFECTING THE BUSINESS OR
ITS PREMISES, INCLUDING ANY CHARGE OR COMPLAINT FILED BY AN EMPLOYEE OR UNION
WITH THE NATIONAL LABOR RELATIONS BOARD, THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION, THE DEPARTMENT OF LABOR, THE DEPARTMENT OF JUSTICE, A STATE OR
FEDERAL COURT, OR ANY GOVERNMENTAL BODY.
(D)
TO THE KNOWLEDGE OF SELLER, NO EVENT HAS
OCCURRED OR CIRCUMSTANCE EXISTS THAT COULD PROVIDE THE BASIS FOR ANY WORK
STOPPAGE OR OTHER LABOR DISPUTE.
THERE IS NO LOCKOUT OF ANY EMPLOYEES BY THE
BUSINESS, AND NO SUCH ACTION IS CONTEMPLATED BY THE BUSINESS.
(E)
EACH OF SELLER (SOLELY WITH RESPECT TO THE
DIGITRAN BUSINESS) AND XCEL JAPAN HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
LEGAL REQUIREMENTS RELATING TO
43
EMPLOYMENT, EQUAL EMPLOYMENT OPPORTUNITY, FAIR EMPLOYMENT PRACTICES,
NONDISCRIMINATION, IMMIGRATION, WAGES, HOURS, BENEFITS, WORKERS' COMPENSATION,
UNEMPLOYMENT COMPENSATION, COLLECTIVE BARGAINING, THE PAYMENT AND WITHHOLDING OF
SOCIAL SECURITY AND SIMILAR TAXES, OCCUPATIONAL SAFETY AND HEALTH, AND PLANT
CLOSING OR MASS LAYOFF NOTICES.
NEITHER SELLER (SOLELY WITH RESPECT TO THE
DIGITRAN BUSINESS) NOR XCEL JAPAN IS LIABLE FOR THE PAYMENT OF ANY COMPENSATION,
DAMAGES, TAXES, FINES, PENALTIES, INTEREST, OR OTHER AMOUNTS, HOWEVER
DESIGNATED, FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING LEGAL REQUIREMENTS.
(F)
NEITHER SELLER (SOLELY WITH RESPECT TO
THE DIGITRAN BUSINESS) NOR XCEL JAPAN HAS FAILED TO PAY WHEN DUE ANY WAGES,
BONUSES, COMMISSIONS, BENEFITS, PENALTIES OR ASSESSMENTS OR OTHER MONIES THAT
ARE MATERIAL IN AMOUNT, OWED TO, OR ARISING OUT OF THE EMPLOYMENT OF OR ANY
RELATIONSHIP OR ARRANGEMENT WITH, ANY OFFICER, DIRECTOR, EMPLOYEE, SALES
REPRESENTATIVE, CONTRACTOR, CONSULTANT OR OTHER AGENT, EXCEPT WHERE SUCH FAILURE
TO PAY IS THE RESULT OF A BONA FIDE GOOD FAITH DISPUTE BY IT REGARDING THE
EXISTENCE OF OR AMOUNT OF SUCH PAYMENT OBLIGATION.
(G)
WITHIN THE FIVE (5) YEARS PRIOR TO THE
CLOSING DATE, THERE HAVE BEEN NO FILED OR, TO THE KNOWLEDGE OF SELLER,
THREATENED, CITATIONS, INVESTIGATIONS, AUDITS, ADMINISTRATIVE PROCEEDINGS,
CHARGES, OR COMPLAINTS OF VIOLATIONS OF ANY FEDERAL, STATE OR LOCAL EMPLOYMENT
LAWS