ALL
APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS
RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT
AND WAGES AND HOURS.
EXCEPT AS DISCLOSED ON SCHEDULE 3.23, THERE ARE NO
PENDING, OR, TO THE COMPANY'S KNOWLEDGE, THREATENED CLAIMS OR ACTIONS AGAINST
THE COMPANY UNDER ANY
7
WORKERS COMPENSATION POLICY OR LONG-TERM DISABILITY POLICY.
(C)
NO OFFICER, EMPLOYEE OR CONSULTANT OF THE COMPANY IS OBLIGATED
UNDER ANY CONTRACT OR AGREEMENT OR SUBJECT TO ANY JUDGMENT, DECREE OR ORDER OF
ANY COURT OR ADMINISTRATIVE AGENCY THAT WOULD INTERFERE WITH SUCH PERSON'S
EFFORTS TO PROMOTE THE INTERESTS OF THE COMPANY OR THAT WOULD INTERFERE WITH THE
COMPANY'S BUSINESS.
(D)
NO WORK STOPPAGE OR LABOR STRIKE AGAINST THE COMPANY IS PENDING
OR, TO THE COMPANY'S KNOWLEDGE, THREATENED.
THE COMPANY IS NOT INVOLVED IN OR,
TO THE COMPANY'S KNOWLEDGE, THREATENED WITH, AND THE COMPANY HAS NO KNOWLEDGE OF
ANY REASONABLE BASIS FOR, ANY LABOR DISPUTE, GRIEVANCE, OR LITIGATION RELATING
TO LABOR, SAFETY (EXCEPT AS DISCLOSED ON SCHEDULE 3.23), OR DISCRIMINATION
MATTERS INVOLVING ANY EMPLOYEE, INCLUDING, WITHOUT LIMITATION, CHARGES OF UNFAIR
LABOR PRACTICES OR DISCRIMINATION COMPLAINTS, WHICH, IF ADVERSELY DETERMINED,
COULD REASONABLY BE EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY
ADVERSELY AFFECT THE COMPANY.
THE COMPANY HAS NOT ENGAGED IN ANY UNFAIR LABOR
PRACTICES WITHIN THE MEANING OF THE NATIONAL LABOR RELATIONS ACT WHICH WOULD,
INDIVIDUALLY OR IN THE AGGREGATE, DIRECTLY OR INDIRECTLY WOULD RESULT IN A
MATERIALLY ADVERSE EFFECT ON THE COMPANY.
(E)
THE COMPANY HAS NOT ENGAGED IN ANY "UNFAIR LABOR PRACTICES" WITHIN
THE MEANING OF THE NATIONAL LABOR RELATIONS ACT WHICH WOULD, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
3.24.
STOCK AND OTHER PLANS.
OTHER THAN AS DISCLOSED IN THE SEC REPORTS,
THE COMPANY DOES NOT HAVE ANY PROFIT SHARING, DEFERRED COMPENSATION, STOCK
OPTION, STOCK PURCHASE, PHANTOM STOCK OR SIMILAR PLANS, INCLUDING AGREEMENTS
EVIDENCING RIGHTS TO PURCHASE SECURITIES OR TO SHARE IN THE PROFITS OF THE
COMPANY WHICH IS MATERIAL TO THE COMPANY, TAKEN AS A WHOLE.
3.25.
SOLVENCY.
THE COMPANY IS, AND IMMEDIATELY AFTER THE CLOSING WILL
BE, SOLVENT.
AS USED HEREIN, THE TERM "SOLVENT" MEANS, WITH RESPECT TO A
PARTICULAR DATE, THAT ON SUCH DATE, (I) THE FAIR MARKET VALUE OF THE ASSETS OF
THE COMPANY EXCEEDS THEIR RESPECTIVE LIABILITIES (INCLUDING, WITHOUT LIMITATION,
STATED LIABILITIES AND CONTINGENT LIABILITIES), AND (II) THE COMPANY CAN PAY ITS
DEBTS AS THEY COME DUE OR MATURE. THE COMPANY HAS NOT TAKEN ANY STEPS, AND DOES
NOT CURRENTLY EXPECT TO TAKE ANY STEPS, TO SEEK PROTECTION PURSUANT TO ANY
BANKRUPTCY, INSOLVENCY, DEBTOR RELIEF, REORGANIZATION OR SIMILAR LAW, NOR DOES
THE COMPANY HAVE ANY KNOWLEDGE OR REASON TO BELIEVE THAT CREDITORS OF THE
COMPANY HAVE INITIATED OR INTEND TO INITIATE INVOLUNTARY BANKRUPTCY OR SIMILAR
PROCEEDINGS.
3.26.
ENVIRONMENTAL.
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) THE
COMPANY IS IN COMPLIANCE WITH AND NOT SUBJECT TO ANY KNOWN LIABILITY UNDER
APPLICABLE ENVIRONMENTAL LAWS (AS DEFINED BELOW),