(A)
SECTION 2.14 OF THE DISCLOSURE SCHEDULE CONTAINS A LIST OF ALL
EMPLOYEES OF SELLERS WHO ARE EMPLOYED, EITHER FULL-TIME OR PART-TIME, IN
CONNECTION WITH THE ACQUIRED BUSINESS AS OF THE DATE ON WHICH THIS AGREEMENT IS
EXECUTED (THE "BUSINESS EMPLOYEES"), ALONG WITH SUCH EMPLOYEE'S POSITION, DATE
OF HIRE/SENIORITY, AND ANNUAL RATE OF COMPENSATION.
TO THE KNOWLEDGE OF THE
SELLERS, NO BUSINESS EMPLOYEE HAS ANY PLANS TO TERMINATE EMPLOYMENT WITH THE
SELLERS (OTHER THAN FOR THE PURPOSE OF ACCEPTING EMPLOYMENT WITH THE BUYER
FOLLOWING THE CLOSING) OR NOT TO ACCEPT EMPLOYMENT WITH THE BUYER.
(B)
SECTION 2.14 OF THE DISCLOSURE SCHEDULE SETS FORTH A COMPLETE AND
CORRECT LIST OF EVERY COLLECTIVE BARGAINING AGREEMENT COVERING THE BUSINESS
EMPLOYEES, AND ALL AMENDMENTS THERETO (INDIVIDUALLY A "UNION CONTRACT" AND,
COLLECTIVELY, THE "UNION CONTRACTS").
SELLERS HAVE PROVIDED BUYER WITH TRUE,
COMPLETE AND CORRECT COPIES OF EACH UNION CONTRACT AND ALL AMENDMENTS AND
MODIFICATIONS THERETO.
THERE IS NO STRIKE, LABOR DISPUTE, SLOWDOWN, STOPPAGE OR
OTHER MATERIAL INTERFERENCE WITH OR IMPAIRMENT BY LABOR OF THE ACQUIRED BUSINESS
PENDING OR THREATENED AGAINST SELLERS.
EACH UNION CONTRACT SHALL BE AMENDED BY
SELLERS AT ITS OWN COST AND RESPONSIBILITY, AS OF CLOSING, ENABLING THE BUYER TO
EXECUTE AND REGISTER ITS OWN COLLECTIVE BARGAINING AGREEMENT. THE PARTIES
UNDERSTAND THAT IT WILL BE NECESSARY TO ASSIGN A NEW INTERIOR SPACE WITHIN THE
FACILITY AS THE ADDRESS OF SELLER FOR THE PURPOSES OF THE UNION CONTRACT, WHICH
WILL ONLY REPRESENT ITS OWN EMPLOYEES AND SHALL NOT REPRESENT EMPLOYEES RETAINED
BY BUYER.
IF IT IS NOT POSSIBLE TO ASSIGN AN INTERIOR SPACE WITHIN THE FACILITY
BY THE CLOSING, SELLERS WILL USE A PROVISIONAL ADDRESS OUTSIDE THE FACILITY
WHILE THE INTERIOR SPACE IS APPROVED BY THE LOCAL AUTHORITIES AS A NEW ADDRESS.
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
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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 UNION CONTRACT.
BUYER SHALL BE THE ONLY PARTY RESPONSIBLE
BEFORE ITS OBLIGATIONS WITH THE LABOR UNION OR UNIONS WITH WHICH IT ENTERS INTO
AGREEMENTS ON THE UNDERSTANDING THAT SUCH UNION OR UNIONS WILL ONLY REPRESENT
EMPLOYEES OF BUYER AND UNDER NO CIRCUMSTANCES WILL THEY REPRESENT ANY EMPLOYEE
OF SELLERS.
UPON TERMINATION OF THE FACILITIES LEASE AGREEMENT, BUYER SHALL
TERMINATE ANY AGREEMENTS WITH UNIONS OR AMEND THEM TO EXCLUDE THE FACILITIES AND
PROVIDE A 30 DAY ADVANCE NOTICE TO SELLERS PRIOR TO VACATING THE PREMISES.
(C)
SECTION 2.14 OF THE DISCLOSURE SCHEDULE SETS FORTH A COMPLETE AND
CORRECT LIST OF EVERY AGREEMENT PURSUANT TO WHICH SELLERS OBTAINS THE SERVICES
OF CONTRACT LABOR FOR USE IN THE ACQUIRED BUSINESS AND ALL AMENDMENTS THERETO
(INDIVIDUALLY A "CONTRACT LABOR AGREEMENT" AND, COLLECTIVELY, THE "CONTRACT
LABOR AGREEMENTS").
SELLERS HAVE PROVIDED