SELLER NOR
ANY OF ITS ERISA AFFILIATES HAS, OR WILL PRIOR TO THE CLOSING, VIOLATE ANY OF
THE HEALTH CARE CONTINUATION REQUIREMENTS OF COBRA, THE REQUIREMENTS OF THE
FAMILY MEDICAL LEAVE ACT, THE REQUIREMENTS OF THE HEALTH INSURANCE PORTABILITY
AND ACCOUNTABILITY ACT OF 1996, THE REQUIREMENTS OF THE WOMEN'S HEALTH AND
CANCER RIGHTS ACT OF 1998, THE REQUIREMENTS OF THE NEWBORNS AND MOTHERS' HEALTH
PROTECTION ACT OF 1996, OR ANY AMENDMENT TO EACH SUCH ACT, OR ANY SIMILAR
PROVISIONS OF THE LAWS OF ANY OTHER JURISDICTION APPLICABLE TO ANY EMPLOYEE
(I)
WARN ACT LIABILITIES.
SELLER IS IN
COMPLIANCE WITH THE REQUIREMENTS OF THE WORKERS ADJUSTMENT AND RETRAINING
NOTIFICATION ACT ("WARN") AND HAS, AND WILL NOT HAVE AS A RESULT OF THE
ACQUISITION OR ANY OTHER TRANSACTION CONTEMPLATED PURSUANT THERETO OR PURSUANT
TO THIS AGREEMENT OR THE COLLATERAL AGREEMENTS, ANY LIABILITY PURSUANT TO WARN.
(J)
PARACHUTE PAYMENTS.
EXCEPT AS PROVIDED
IN SCHEDULE 4.20(J), NO PAYMENT OR BENEFIT WHICH WILL OR MAY BE MADE BY SELLER
WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEE, DIRECTOR, OR CONSULTANT OR ANY
OTHER "DISQUALIFIED INDIVIDUAL" (AS DEFINED IN SECTION 280G OF THE CODE AND THE
REGULATIONS THEREUNDER) WILL BE CHARACTERIZED AS A "PARACHUTE PAYMENT" WITHIN
THE MEANING OF SECTION 280G(B)(2) OF THE CODE.
(K)
LEGAL COMPLIANCE.
SELLER AND EACH OF ITS
ERISA AFFILIATES (I) IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, IN EACH CASE, WITH RESPECT TO ALL
EMPLOYEES; (II) HAS WITHHELD AND REPORTED, AND WILL HAVE WITHHELD AND REPORTED
AS OF THE CLOSING DATE, ALL AMOUNTS REQUIRED BY LAW OR AGREEMENT TO BE WITHHELD
AND REPORTED WITH RESPECT TO WAGES, SALARIES, AND OTHER PAYMENTS TO EMPLOYEES;
(III) IS NOT LIABLE FOR ANY ARREARS OF WAGES OR ANY TAXES OR ANY PENALTY FOR
FAILURE TO COMPLY WITH ANY OF THE FOREGOING; (IV) IS NOT LIABLE FOR ANY PAYMENT
TO ANY TRUST OR OTHER FUND GOVERNED BY OR MAINTAINED BY OR ON BEHALF OF ANY
GOVERNMENTAL ENTITY, WITH RESPECT TO UNEMPLOYMENT COMPENSATION BENEFITS, SOCIAL
SECURITY, OR OTHER BENEFITS OR OBLIGATIONS FOR ANY EMPLOYEES; AND (V) HAS MADE
OR ACCRUED ALL REQUIRED CONTRIBUTIONS, RESERVES, OR PREMIUM PAYMENTS TO ALL
EMPLOYEE PLANS THAT ARE REQUIRED TO BE MADE OR ACCRUED AS OF THE DATE HEREOF AND
AS OF THE CLOSING.
THERE ARE NO PENDING, REASONABLY ANTICIPATED OR, TO THE
KNOWLEDGE OF SELLER, THREATENED, ACTIONS OR PROCEEDINGS AGAINST SELLER OR ANY OF
ITS ERISA AFFILIATES UNDER ANY WORKER'S COMPENSATION POLICY OR LONG-TERM
DISABILITY POLICY.
40
(L)
EMPLOYEE TERMINATION LIABILITY.
PRIOR
TO AND EFFECTIVE NOT LATER THAN THE CLOSING DATE, SELLER WILL HAVE TERMINATED
THE EMPLOYMENT OF ALL CURRENT EMPLOYEES OF SELLER, OTHER THAN SUCH EMPLOYEES AS
SELLER REASONABLY DETERMINES ARE REQUIRED TO EFFECT THE ORDERLY WINDING-DOWN OF
SELLER AND THE SELLER LIQUIDATION, AND WILL HAVE SATISFIED ALL LIABILITIES AND
OBLIGATIONS TO SUCH TERMINATED EMPLOYEES IN CONNECTION THEREWITH, OTHER THAN
PAYMENTS TO EMPLOYEES PURSUANT TO THE EMPLOYEE BONUS PLAN AND THE EMPLOYEE