BUYER WITH TRUE, COMPLETE AND CORRECT
COPIES OF EACH CONTRACT LABOR AGREEMENT AND ALL AMENDMENTS AND MODIFICATIONS
THERETO.
SECTION 2.14 OF THE DISCLOSURE SCHEDULE CONTAINS A LIST OF ALL WORKERS
PERFORMING SERVICES IN CONNECTION WITH THE ACQUIRED BUSINESS PURSUANT TO A
CONTRACT LABOR AGREEMENT (THE "CONTRACT WORKERS"), ALONG WITH SUCH CONTRACT
WORKER'S POSITION AND FEES PAYABLE WITH RESPECT TO HIS SERVICES.
EACH CONTRACT
LABOR AGREEMENT SHALL BE AMENDED WITH RESPECT TO THE FACILITY BY SELLERS AT ITS
OWN COST AND RESPONSIBILITIES, EFFECTIVE AS OF CLOSING, ENABLING BUYER TO
EXECUTE ITS OWN CONTRACT LABOR AGREEMENTS WITH THE AGENCY BUYER ELECTS. NEITHER
THE SELLERS NOR, TO THE BEST KNOWLEDGE OF THE SELLERS, ANY OTHER PARTY, IS IN
BREACH OR VIOLATION OF, OR DEFAULT UNDER, ANY SUCH AGREEMENT, AND NO EVENT HAS
OCCURRED, IS PENDING OR, TO THE KNOWLEDGE OF THE SELLERS, IS THREATENED, WHICH,
AFTER THE GIVING OF NOTICE, WITH LAPSE OF TIME, OR OTHERWISE, WOULD CONSTITUTE A
BREACH OR DEFAULT BY THE SELLERS OR, TO THE KNOWLEDGE OF THE SELLERS, ANY OTHER
PARTY UNDER SUCH CONTRACT LABOR AGREEMENT.
2.15
EMPLOYEE BENEFITS.
(A)
SECTION 2.15(A) OF THE DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND
ACCURATE LIST OF ALL SELLER PLANS.
COMPLETE AND ACCURATE COPIES OF (I) ALL
SELLER PLANS WHICH HAVE BEEN REDUCED TO WRITING, (II) WRITTEN SUMMARIES OF ALL
UNWRITTEN SELLER PLANS, (III) ALL RELATED TRUST AGREEMENTS, INSURANCE CONTRACTS
AND SUMMARY PLAN DESCRIPTIONS, AND (IV) ALL REPORTS FILED WITH APPLICABLE
GOVERNMENTAL ENTITIES, AND (FOR ALL FUNDED PLANS) ALL PLAN FINANCIAL STATEMENTS
FOR THE LAST FIVE PLAN YEARS FOR EACH SELLER PLAN, HAVE BEEN DELIVERED TO THE
BUYER.
(B)
TO SELLERS' KNOWLEDGE, EACH SELLER PLAN HAS BEEN ADMINISTERED IN
ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND EACH OF THE SELLERS AND
ITS AFFILIATES HAS IN ALL MATERIAL RESPECTS MET ITS OBLIGATIONS WITH RESPECT TO
EACH SELLER PLAN AND HAS MADE ALL REQUIRED CONTRIBUTIONS THERETO.
TO SELLERS'
KNOWLEDGE, THE SELLERS AND EACH SELLER PLAN ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE CURRENTLY APPLICABLE PROVISIONS OF APPLICABLE LAW, RULE OR
REGULATION.
TO SELLERS' KNOWLEDGE, ALL FILINGS AND REPORTS AS TO EACH SELLER
PLAN REQUIRED TO HAVE BEEN SUBMITTED TO ANY GOVERNMENTAL ENTITY HAVE BEEN DULY
SUBMITTED.
WITH THE EXCEPTION OF ANY STOCK OPTIONS OR STOCK PURCHASE PLAN, NO
SELLER PLAN HAS ASSETS THAT INCLUDE SECURITIES ISSUED BY THE SELLERS.
10
(C)
SECTION 2.15(C) OF THE DISCLOSURE SCHEDULE SETS FORTH THE POLICY
OF THE SELLERS WITH RESPECT TO ACCRUED VACATION, ACCRUED SICK TIME AND EARNED
TIME OFF AND THE AMOUNT OF SUCH LIABILITIES AS OF THE MOST RECENT BALANCE SHEET
DATE.
2.16
ENVIRONMENTAL MATTERS.
(A)
TO SELLERS'S KNOWLEDGE, THE SELLERS HAVE COMPLIED WITH ALL
APPLICABLE ENVIRONMENTAL LAWS RELATING TO THE ACQUIRED BUSINESS.
TO SELLERS'S
KNOWLEDGE, THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE SELLERS, THREATENED
CIVIL OR CRIMINAL LITIGATION, WRITTEN NOTICE OF VIOLATION, FORMAL ADMINISTRATIVE
PROCEEDING, OR INVESTIGATION, INQUIRY OR INFORMATION REQUEST BY ANY GOVERNMENTAL
ENTITY, RELATING TO ANY ENVIRONMENTAL LAW INVOLVING THE SELLERS WHICH RELATES TO
THE ACQUIRED