AND HAS AT ALL TIMES
BEEN IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RESPECTING
EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND
WAGES AND
10
HOURS, INCLUDING WITHOUT LIMITATION ANY SUCH LAWS RESPECTING EMPLOYMENT
DISCRIMINATION AND OCCUPATIONAL SAFETY AND HEALTH REQUIREMENTS, AND HAS NOT AND
IS NOT ENGAGED IN ANY UNFAIR LABOR PRACTICE; (II) THERE IS NO UNFAIR LABOR
PRACTICE COMPLAINT AGAINST THE COMPANY PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY AND THE SELLER, THREATENED BEFORE THE NATIONAL LABOR RELATIONS BOARD OR
ANY OTHER COMPARABLE GOVERNMENT AUTHORITY; (III) THERE IS NO LABOR STRIKE,
DISPUTE, SLOWDOWN OR STOPPAGE ACTUALLY PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY AND THE SELLER, THREATENED AGAINST OR DIRECTLY AFFECTING THE COMPANY;
(IV) NO COLLECTIVE BARGAINING AGREEMENT IS BINDING AND IN FORCE AGAINST THE
COMPANY OR CURRENTLY BEING NEGOTIATED BY THE COMPANY; (V) THE COMPANY IS NOT
DELINQUENT IN PAYMENTS TO ANY PERSON FOR ANY WAGES, SALARIES, COMMISSIONS,
BONUSES OR OTHER DIRECT OR INDIRECT COMPENSATION FOR ANY SERVICES PERFORMED BY
THEM OR AMOUNTS REQUIRED TO BE REIMBURSED TO SUCH PERSONS; AND (VI) WITHIN THE
12 MONTH PERIOD PRIOR TO THE DATE HEREOF THERE HAS NOT BEEN ANY EXPRESSION OF
INTENTION TO THE COMPANY BY ANY OFFICER OR KEY EMPLOYEE TO TERMINATE SUCH
EMPLOYMENT.
2.19
DEALERS AND SUPPLIERS. EXCEPT AS SET FORTH ON THE DISCLOSURE
SCHEDULE, THERE HAS NOT BEEN IN THE 12 MONTH PERIOD PRIOR TO THE DATE HEREOF ANY
MATERIAL ADVERSE CHANGE IN THE BUSINESS RELATIONSHIP OF THE COMPANY WITH ANY
DEALER OF OR SUPPLIER TO THE COMPANY.
2.20
LICENSES AND OTHER OPERATING RIGHTS. TO THE KNOWLEDGE OF THE
COMPANY AND THE SELLER, THE COMPANY HAS ALL MATERIAL LICENSES, PERMITS,
APPROVALS AND OTHER GOVERNMENTAL AUTHORIZATIONS NECESSARY TO OWN ITS PROPERTIES
AND ASSETS AND TO CARRY ON ITS BUSINESS AS PRESENTLY BEING CONDUCTED
(INDIVIDUALLY AND COLLECTIVELY, THE "LICENSE(S)"). ALL SUCH LICENSES ARE LISTED
ON THE DISCLOSURE SCHEDULE AND, EXCEPT AS SET FORTH THEREIN, THE COMPANY HAS
COMPLIED IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF EACH LICENSE. EACH SUCH
LICENSE IS VALID AND IN FULL FORCE AND EFFECT. EXCEPT AS SET FORTH ON THE
DISCLOSURE SCHEDULE, THE CONTINUATION, VALIDITY AND EFFECTIVENESS OF EACH SUCH
LICENSE WILL IN NO WAY BE AFFECTED BY THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. TO THE KNOWLEDGE OF THE COMPANY AND THE SELLER,
THE COMPANY HAS NOT BREACHED ANY MATERIAL PROVISION OF AND IS NOT IN DEFAULT IN
ANY MATERIAL RESPECT UNDER THE TERMS OF, ANY SUCH LICENSE.
2.21
COMPLIANCE WITH LAW. EXCEPT AS SET FORTH ON THE DISCLOSURE
SCHEDULE, AND WITHOUT LIMITING THE SCOPE OF ANY OTHER REPRESENTATIONS OR
WARRANTIES CONTAINED IN THIS AGREEMENT, BUT WITHOUT INTENDING TO EXPAND THE
SCOPE OF SUCH OTHER REPRESENTATIONS AND WARRANTIES, TO THE KNOWLEDGE OF THE
COMPANY AND THE SELLER, THE ASSETS, PROPERTIES, BUSINESS AND OPERATIONS OF THE
COMPANY ARE AND HAVE BEEN IN COMPLIANCE IN ALL MATERIAL RESPECTS WHEN TAKEN AS A
WHOLE WITH ALL LAWS APPLICABLE TO THE OWNERSHIP AND CONDUCT OF THEIR