GOVERNMENTAL AUTHORITY, WITH RESPECT TO UNEMPLOYMENT COMPENSATION BENEFITS,
SOCIAL SECURITY OR OTHER BENEFITS OR OBLIGATIONS FOR ELIGIBLE EMPLOYEES (OTHER
THAN ROUTINE PAYMENTS TO BE MADE IN THE NORMAL COURSE OF BUSINESS AND CONSISTENT
WITH PAST PRACTICE).
THERE ARE NO PENDING, OR TO THE KNOWLEDGE OF SELLER,
THREATENED CLAIMS OR ACTIONS AGAINST ANY MEMBER OF THE SELLER GROUP UNDER ANY
WORKER'S COMPENSATION POLICY OR LONG-TERM DISABILITY POLICY, OR SIMILAR POLICIES
IN FOREIGN JURISDICTIONS.
23
(H)
NO WORK STOPPAGE OR LABOR STRIKE BY THE ELIGIBLE EMPLOYEES IS PENDING, OR,
TO THE KNOWLEDGE OF SELLER, THREATENED.
TO THE KNOWLEDGE OF SELLER THERE ARE NO
ACTIVITIES OR PROCEEDINGS OF ANY LABOR UNION TO ORGANIZE ANY ELIGIBLE
EMPLOYEES.
EXCEPT AS SET FORTH ON SCHEDULE 3.14(H) OF THE DISCLOSURE SCHEDULES,
THERE ARE NO ACTIONS, SUITS, CLAIMS, LABOR DISPUTES OR GRIEVANCES PENDING, OR,
TO THE KNOWLEDGE OF SELLER, THREATENED RELATING TO ANY LABOR, SAFETY OR
DISCRIMINATION MATTERS INVOLVING ANY ELIGIBLE EMPLOYEE, INCLUDING, WITHOUT
LIMITATION, CHARGES OF UNFAIR LABOR PRACTICES OR DISCRIMINATION COMPLAINTS,
WHICH, IF ADVERSELY DETERMINED, WOULD, INDIVIDUALLY OR IN THE AGGREGATE, RESULT
IN ANY MATERIAL LIABILITY TO THE SELLER GROUP.
THE SELLER GROUP HAS NOT ENGAGED
IN ANY UNFAIR LABOR PRACTICES WITHIN THE MEANING OF THE NATIONAL LABOR RELATIONS
ACT WITH RESPECT TO ELIGIBLE EMPLOYEES.
NO MEMBER OF THE SELLER GROUP IS
PRESENTLY, NOR HAS ANY SUCH MEMBER BEEN IN THE PAST, A PARTY TO, OR BOUND BY,
ANY COLLECTIVE BARGAINING AGREEMENT OR UNION CONTRACT WITH RESPECT TO ELIGIBLE
EMPLOYEES AND NO COLLECTIVE BARGAINING AGREEMENT IS BEING NEGOTIATED BY ANY
MEMBER OF THE SELLER GROUP WITH RESPECT TO ELIGIBLE EMPLOYEES.
(I)
NO MEMBER OF THE SELLER GROUP IS, NOR HAS ANY SUCH MEMBER EVER HAD THE
OBLIGATION TO, MAINTAIN, ESTABLISH, SPONSOR, PARTICIPATE IN, OR CONTRIBUTE TO
ANY SELLER EMPLOYEE PLAN, WHETHER A SELLER EMPLOYEE PLAN BY ADOPTION OF A MEMBER
OF THE SELLER GROUP OR BY IMPOSITION OR APPLICATION PURSUANT TO APPLICABLE LAW,
WITH RESPECT TO WHICH ANY MEMBER OF THE SELLER GROUP WILL OR MAY HAVE ANY
LIABILITY OR EMPLOYMENT LIABILITIES FOR THE BENEFIT OF ELIGIBLE EMPLOYEES WHO
PERFORM SERVICES OUTSIDE THE UNITED STATES.
SECTION 3.15 ENVIRONMENTAL MATTERS
(A)
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
MEANINGS ASCRIBED TO THEM BELOW:
(I)
"BUSINESS FACILITY" IS ANY BUSINESS REAL PROPERTY AND ANY OTHER PROPERTY
INCLUDING THE LAND, THE IMPROVEMENTS THEREON, THE GROUNDWATER THEREUNDER AND THE
SURFACE WATER THEREON, THAT IS OR AT ANY TIME HAS BEEN OWNED, OPERATED,
OCCUPIED, CONTROLLED OR LEASED BY ANY MEMBER OF THE SELLER GROUP IN CONNECTION
WITH THE OPERATION OF THE BUSINESS.
(II)
"DISPOSAL SITE" IS A LANDFILL, DISPOSAL SITE, DISPOSAL AGENT, WASTE
HAULER OR RECYCLER OF HAZARDOUS SUBSTANCES, OR ANY REAL PROPERTY OTHER THAN A
BUSINESS FACILITY RECEIVING HAZARDOUS SUBSTANCES USED OR GENERATED BY THE
BUSINESS.
(III)
"ENVIRONMENTAL LAWS" ARE ALL APPLICABLE LAWS, DIRECTIVES, GUIDANCE HAVING
THE FORCE OF LAWS, OR ORDERS PROMULGATED BY ANY GOVERNMENTAL AUTHORITY WHICH
PROHIBIT, REGULATE OR CONTROL ANY HAZARDOUS SUBSTANCE OR ANY HAZARDOUS SUBSTANCE
ACTIVITY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE