RETURN TO FULL SERVICE.
3.15.9.
NONE OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE
CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY OR ANY TERMINATION OF
EMPLOYMENT OR SERVICE IN CONNECTION THEREWITH OR SUBSEQUENT THERETO WILL,
INDIVIDUALLY OR TOGETHER WITH THE OCCURRENCE OF SOME OTHER EVENT, (I) RESULT IN
ANY PAYMENT (INCLUDING SEVERANCE, UNEMPLOYMENT COMPENSATION, GOLDEN PARACHUTE,
BONUS OR OTHERWISE) BECOMING DUE TO ANY PERSON, (II) MATERIALLY INCREASE OR
OTHERWISE ENHANCE ANY BENEFITS OTHERWISE PAYABLE BY THE COMPANY, (III) RESULT IN
THE ACCELERATION OF THE TIME OF PAYMENT OR VESTING OF ANY SUCH BENEFITS, EXCEPT
AS REQUIRED UNDER SECTION 411(D)(3) OF THE CODE, (IV) INCREASE THE AMOUNT OF
COMPENSATION DUE TO ANY PERSON, OR (V) RESULT IN THE FORGIVENESS IN WHOLE OR IN
PART OF ANY OUTSTANDING LOANS MADE BY THE COMPANY TO ANY PERSON.
3.15.10.
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
CURRENTLY APPLICABLE LEGAL REQUIREMENTS RESPECTING EMPLOYMENT, DISCRIMINATION IN
EMPLOYMENT, TERMS AND CONDITIONS OF EMPLOYMENT, WORKER CLASSIFICATION (INCLUDING
THE PROPER CLASSIFICATION OF WORKERS AS INDEPENDENT CONTRACTORS AND
CONSULTANTS), WAGES, HOURS AND OCCUPATIONAL SAFETY AND HEALTH AND EMPLOYMENT
PRACTICES, INCLUDING THE IMMIGRATION REFORM AND CONTROL ACT, AND IS NOT ENGAGED
IN ANY UNFAIR LABOR PRACTICE.
ALL EMPLOYEES OF THE COMPANY WHO RESIDE IN THE
UNITED STATES OF AMERICA ARE AUTHORIZED FOR EMPLOYMENT BY THE COMPANY IN
ACCORDANCE WITH ALL UNITED STATES IMMIGRATION LAWS (INCLUDING THE IMMIGRATION
AND NATURALIZATION ACT, THE IMMIGRATION REFORM AND CONTROL ACT AND THE ILLEGAL
IMMIGRATION REFORM AND RESPONSIBILITY ACT, EACH AS AMENDED) AND THE REGULATIONS
PROMULGATED THEREUNDER.
THE COMPANY HAS COMPLETED AND RETAINED IN ACCORDANCE
WITH IMMIGRATION AND NATURALIZATION SERVICE REGULATIONS A FORM I-9 FOR ALL
EMPLOYEES HIRED ON OR AFTER NOVEMBER 7, 1986.
THE COMPANY HAS WITHHELD ALL
AMOUNTS REQUIRED BY LAW OR BY AGREEMENT TO BE WITHHELD FROM THE WAGES, SALARIES,
AND OTHER PAYMENTS TO EMPLOYEES; AND IS NOT LIABLE FOR ANY ARREARS OF WAGES,
COMPENSATION, TAXES, PENALTIES OR OTHER SUMS FOR FAILURE TO COMPLY WITH ANY OF
THE FOREGOING.
THE COMPANY HAS PAID IN FULL TO ALL EMPLOYEES, INDEPENDENT
CONTRACTORS AND CONSULTANTS ALL WAGES, SALARIES, COMMISSIONS, BONUSES, BENEFITS
AND OTHER COMPENSATION DUE TO OR ON BEHALF OF SUCH EMPLOYEES, INDEPENDENT
CONTRACTORS AND CONSULTANTS.
THE COMPANY IS LIABLE FOR ANY PAYMENT TO ANY TRUST
OR OTHER FUND OR TO ANY GOVERNMENTAL ENTITY, WITH RESPECT TO UNEMPLOYMENT
COMPENSATION BENEFITS, SOCIAL SECURITY OR OTHER BENEFITS OR OBLIGATIONS FOR
EMPLOYEES (OTHER THAN ROUTINE PAYMENTS TO BE MADE IN THE NORMAL COURSE OF
BUSINESS AND CONSISTENTLY WITH PAST PRACTICE).
THERE ARE NO PENDING CLAIMS
AGAINST THE COMPANY UNDER ANY WORKERS COMPENSATION PLAN OR POLICY OR FOR LONG
TERM DISABILITY.
THE COMPANY HAS NO OBLIGATIONS UNDER COBRA WITH RESPECT TO ANY
FORMER EMPLOYEES OR QUALIFYING BENEFICIARIES THEREUNDER, EXCEPT FOR OBLIGATIONS
THAT ARE NOT MATERIAL IN AMOUNT.
THERE ARE NO CONTROVERSIES PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED, BETWEEN THE COMPANY AND ANY ITS EMPLOYEES,
WHICH CONTROVERSIES HAVE OR WOULD REASONABLY
BE EXPECTED TO RESULT IN AN ACTION, SUIT, PROCEEDING, CLAIM, ARBITRATION