SELLER, THERE IS NO PAST OR PRESENT CONDITION OR PRACTICE OF SELLER
WHICH FORMS OR COULD BE REASONABLY EXPECTED TO FORM THE BASIS OF ANY ACTION OR
PROCEEDING ARISING OUT OF THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE,
TREATMENT, STORAGE, TRANSPORT, OR HANDLING, OR THE RELEASE OR THREATENED RELEASE
INTO THE ENVIRONMENT, OF ANY CHEMICAL SUBSTANCE OR HAZARDOUS MATERIAL BY SELLER.
4.19
Brokers' and Finders' Fees.
Seller has not
incurred, and neither will incur, directly or indirectly, any Liability for
brokerage or finders' fees or agents' commissions or any similar charges in
connection with this Agreement, the Collateral Agreements, or any transaction
contemplated hereby or thereby.
4.20
Employee Matters.
(A)
EMPLOYEES.
SCHEDULE 4.20(A) OF THE SELLER
DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND ACCURATE LIST OF EACH EMPLOYEE AS OF
AUGUST 31, 2007 SHOWING FOR EACH SUCH EMPLOYEE:
(I)
THE AGGREGATE COMPENSATION AND OTHER
REMUNERATION OR BENEFITS PAID TO SUCH EMPLOYEE IN ANY FORM FOR THE YEAR ENDED
DECEMBER 31, 2006 AND FOR THE PERIOD BEGINNING JANUARY 1, 2007 AND ENDING AUGUST
31, 2007;
37
(II)
THE AGGREGATE COMPENSATION AND OTHER
REMUNERATION AND ANY OTHER BENEFITS THAT SELLER IS OBLIGATED TO PROVIDE TO SUCH
EMPLOYEE (WHETHER AT PRESENT OR IN THE FUTURE), INCLUDING, IF ANY, PARTICULARS
OF ALL PROFIT SHARING, INCENTIVE, AND BONUS ARRANGEMENTS, WHETHER LEGALLY
BINDING OR NOT;
(III)
ALL COMPENSATION, REMUNERATION, AND BENEFITS
TO WHICH SUCH EMPLOYEE WILL BECOME ENTITLED UNDER HIS OR HER EMPLOYEE CONTRACT
AND THE EMPLOYEE PLANS UPON A TERMINATION OF EMPLOYMENT, WHETHER VOLUNTARY OR
INVOLUNTARY, OR UPON A MERGER, ACQUISITION, OR OTHER CHANGE OF CONTROL
TRANSACTION INVOLVING SELLER OR A SALE OF ASSETS OF SELLER, INCLUDING AS A
RESULT OF THE ACQUISITION AND REGARDLESS OF WHETHER SUCH EMPLOYEE BECOMES AN
EMPLOYEE OF BUYER (FOR PURPOSES OF THE ACQUISITION, SCHEDULE 4.20(A)(III) SHALL
INCLUDE IN TABULAR FORMAT A SCHEDULE IDENTIFYING THE AGGREGATE EMPLOYEE
TERMINATION LIABILITY WITH RESPECT TO EACH SUCH EMPLOYEE UPON A TERMINATION OF
EMPLOYMENT WITH SELLER ON OR PRIOR TO THE CLOSING AND SHALL IDENTIFY AND
QUANTIFY THE INDIVIDUAL COMPONENTS OF SUCH EMPLOYEE TERMINATION LIABILITY AND
VARIANCES, IF ANY, IN THE AMOUNT OF SUCH EMPLOYEE TERMINATION LIABILITY IN THE
EVENT SUCH EMPLOYEE BECOMES AN EMPLOYEE OF BUYER ON OR AFTER THE CLOSING);
(IV)
THE DATE OF HIRE OF SUCH EMPLOYEE;
(V)
IF APPLICABLE, SUCH EMPLOYEE'S LEAVE STATUS
(INCLUDING TYPE OF LEAVE); AND
(VI)
SUCH EMPLOYEE'S STATUS AS A U.S. CITIZEN OR,
IF APPLICABLE, THE PARTICULARS OF SUCH EMPLOYEE'S VISA STATUS AND RIGHT TO WORK
IN THE UNITED STATES;
(B)
EMPLOYEE PLANS.
SCHEDULE 4.20(B) CONTAINS
AN ACCURATE AND COMPLETE LIST OF ALL EMPLOYEE PLANS THAT SELLER MAINTAINS OR HAS
MAINTAINED AT ANY TIME AND EACH EMPLOYEE CONTRACT.
SELLER HAS NOT ADOPTED OR
COMMITTED TO ESTABLISH, NOR DOES EITHER HAVE ANY INTENTION OF ADOPTING OR
COMMITTING TO ESTABLISH, ANY NEW EMPLOYEE PLAN.
SELLER DOES NOT HAVE ANY
PRESENT INTENTION TO MODIFY OR AMEND, NOR WILL SELLER MODIFY OR AMEND, ANY
EMPLOYEE PLAN, EXCEPT AS MAY BE REQUIRED TO CONFORM SUCH EMPLOYEE PLAN TO
APPLICABLE LAW, IN EACH CASE