PAY ITS OBLIGATIONS FOR ANY REASON AND, TO THE KNOWLEDGE OF THE
SELLERS, NO SUCH OBLIGOR HAS BEEN DECLARED BANKRUPT BY A COURT OF COMPETENT
JURISDICTION OR THAT IS SUBJECT TO ANY BANKRUPTCY PROCEEDING.
ATTACHED HERETO
AS SECTION 3.16 OF THE DISCLOSURE SCHEDULE IS A COMPLETE AND ACCURATE ACCOUNTS
RECEIVABLE AGING REPORT FOR THE BUSINESS AS OF THE CLOSING DATE.
3.17
INTENTIONALLY OMITTED.
3.18
COMPLIANCE WITH LAWS.
THE SELLERS ARE IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL LAWS APPLICABLE TO THE OPERATION OF THE BUSINESS.
NEITHER SELLER HAS RECEIVED ANY WRITTEN OR, TO THE KNOWLEDGE OF SELLERS, ORAL
NOTICE TO THE EFFECT THAT, OR OTHERWISE BEEN ADVISED IN WRITING THAT, IT IS NOT
IN COMPLIANCE WITH ANY SUCH LAWS.
3.19
EMPLOYEE MATTERS.
(A)
SECTION 3.19(A) OF THE DISCLOSURE SCHEDULE IDENTIFIES (A) ALL
EMPLOYEES THAT HAVE PROVIDED SERVICES ON A SUBSTANTIALLY FULL TIME BASIS TO THE
BUSINESS AS OF THE CLOSING AND SETS FORTH EACH SUCH EMPLOYEE'S: (I) RATE OF PAY
OR ANNUAL COMPENSATION, (II) BONUS PAYMENTS, (III) JOB TITLE, (IV) STATE OF
EMPLOYMENT, (V) DATE OF HIRE, (VI) ANNUAL VACATION AND SICK TIME ALLOWANCE AND
(VII) ACCRUED VACATION AND SICK TIME AS OF THE CLOSING DATE AND (B) ALL
CONSULTANTS AND INDEPENDENT CONTRACTORS THAT HAVE PROVIDED MATERIAL SERVICES TO
THE BUSINESS AS OF THE CLOSING OR AT ANY TIME DURING THE SIX-MONTH PERIOD PRIOR
TO THE CLOSING AND SETS FORTH EACH CONSULTANT'S AND INDEPENDENT CONTRACTOR'S:
(I) RATE OF PAY, (II) SCOPE OF SERVICES PROVIDED, (III) STATE OF ENGAGEMENT AND
(IV) DATE OF ENGAGEMENT AND, IF APPLICABLE, TERMINATION OF ENGAGEMENT.
NEITHER
SELLER IS DELINQUENT IN PAYMENTS TO ANY SUCH EMPLOYEES OR CONSULTANTS FOR ANY
WAGES, SALARIES, COMMISSIONS, BONUSES OR OTHER COMPENSATION FOR ANY SERVICES
PERFORMED BY THEM THROUGH THE DATE HEREOF OR AMOUNTS REQUIRED TO BE REIMBURSED
TO THEM.
(B)
NEITHER SELLER NOR, TO THE KNOWLEDGE OF THE SELLERS, ANY CURRENT
OR FORMER EMPLOYEE OR CONSULTANT THAT PROVIDED SERVICES TO THE BUSINESS IS IN
VIOLATION OF ANY TERM OF ANY EMPLOYMENT, CONSULTING, INDEPENDENT CONTRACTOR,
NON-DISCLOSURE, NON-COMPETITION, INVENTIONS ASSIGNMENT OR ANY OTHER CONTRACT (OR
ANY OTHER LEGAL OBLIGATION SUCH AS A TRADE SECRETS STATUTE OR COMMON LAW DUTY OF
LOYALTY) RELATING TO THE RELATIONSHIP OF SUCH EMPLOYEE OR CONSULTANT WITH EITHER
SELLER OR HAS BEEN NOTIFIED IN WRITING OR, TO THE KNOWLEDGE OF SELLERS, ORALLY
THAT ANY SUCH EMPLOYEE OR CONSULTANT MAY BE IN VIOLATION OF ANY SUCH CONTRACT OR
OTHER LEGAL OBLIGATION, IN EACH CASE TO THE EXTENT SUCH VIOLATION WOULD HAVE A
MATERIAL ADVERSE EFFECT.
(C)
SECTION 3.19(C) OF THE DISCLOSURE SCHEDULE SETS FORTH ALL EMPLOYEE
BENEFIT PLANS UNDER WHICH CURRENT EMPLOYEES OR CONSULTANTS OF EITHER SELLER THAT
PRIMARILY WORK IN THE BUSINESS (OR THEIR BENEFICIARIES) ARE ELIGIBLE TO
PARTICIPATE OR DERIVE A BENEFIT.
EACH EMPLOYEE BENEFIT PLAN INTENDED TO BE
QUALIFIED UNDER SECTION 401(A) OF THE CODE, AND THE TRUST (IF ANY) FORMING A
PART THEREOF, IS SO QUALIFIED AND HAS RECEIVED A FAVORABLE DETERMINATION LETTER,
OPINION OR ADVISORY FROM THE IRS.
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EACH EMPLOYEE BENEFIT PLAN