DISCLOSURE LETTER, THE BUSINESS HAS
NOT SOLD ANY PRODUCTS.
5.14
PRODUCT WARRANTY.
EACH PRODUCT OF THE BUSINESS SOLD OR DELIVERED TO
A THIRD PARTY BY SELLER HAS BEEN SOLD OR DELIVERED, AS APPLICABLE, IN CONFORMITY
WITH ALL APPLICABLE MATERIAL CONTRACTUAL COMMITMENTS (INCLUDING ANY APPLICABLE
WARRANTIES), AND EXCEPT AS SET FORTH ON SCHEDULE 5.14 OF THE DISCLOSURE LETTER,
SELLER HAS NO MATERIAL LIABILITY IN CONNECTION WITH THE BUSINESS FOR REPLACEMENT
OR REPAIR THEREOF OR OTHER DAMAGES IN CONNECTION THEREWITH.
EXCEPT AS SET FORTH
ON SCHEDULE 5.14 OF THE DISCLOSURE LETTER, NO PRODUCT OF THE BUSINESS SOLD OR
DELIVERED TO A THIRD PARTY BY SELLER IS SUBJECT TO ANY GUARANTY, WARRANTY OR
OTHER INDEMNITY BEYOND THE APPLICABLE SELLER'S STANDARD TERMS AND CONDITIONS OF
SALE, COPIES OF WHICH ARE SET FORTH ON SCHEDULE 5.14 OF THE DISCLOSURE LETTER.
5.15
LABOR MATTERS.
SELLER IS NOT PARTY TO OR BOUND BY ANY UNION
CONTRACT OR COLLECTIVE BARGAINING AGREEMENT, AND SELLER HAS NOT AGREED TO
RECOGNIZE ANY UNION OR OTHER COLLECTIVE UNIT.
NO UNION OR COLLECTIVE BARGAINING
UNIT HAS BEEN CERTIFIED AS REPRESENTING SELLER'S EMPLOYEES AND NO ORGANIZATIONAL
ATTEMPT HAS BEEN MADE OR THREATENED BY OR ON BEHALF OF ANY LABOR UNION OR
COLLECTIVE BARGAINING UNIT WITH RESPECT TO SELLER'S EMPLOYEES.
SELLER HAS NOT
EXPERIENCED ANY LABOR STRIKE, DISPUTE, SLOWDOWN OR STOPPAGE OR ANY OTHER
MATERIAL LABOR DIFFICULTY DURING THE PAST FIVE YEARS.
SELLER HAS COMPLIED IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RELATING TO THE EMPLOYMENT OF
LABOR.
5.16
EMPLOYEES.
SCHEDULE 5.16 OF THE DISCLOSURE LETTER SETS FORTH A
COMPLETE AND ACCURATE LIST OF ALL EMPLOYEES OR INDEPENDENT CONTRACTORS ENGAGED
PRIMARILY IN THE BUSINESS ON BEHALF OF SELLER AND, FOR EACH SUCH PERSON, HIS OR
HER POSITION, CURRENT BASE SALARY AND MOST RECENT ANNUAL BONUS, AND THE DATE ON
WHICH HE OR SHE BECAME EMPLOYED OR ENGAGED AS A CONSULTANT (OR HAS BEEN DEEMED
BY SELLER TO HAVE BECOME EMPLOYED OR ENGAGED) BY SELLER.
SCHEDULE 5.16 OF THE
DISCLOSURE LETTER ALSO LISTS ANY EMPLOYEE OF SELLER WHO IS NOT AT WORK AS OF THE
CLOSING DATE DUE TO LEAVE OF ABSENCE, DISABILITY OR WORKERS' COMPENSATION LEAVE
OR MILITARY LEAVE AND SPECIFIES FOR EACH SUCH EMPLOYEE THE CATEGORY OF LEAVE AND
THE DATE ON WHICH SUCH LEAVE COMMENCED.
SELLER DOES NOT EMPLOY ANY PERSON WHO
CANNOT BE DISMISSED IMMEDIATELY AND WITHOUT NOTICE TO THE EMPLOYEE OR LIABILITY
TO SUCH PERSON (OTHER THAN FOR BENEFITS REQUIRED BY APPLICABLE LAW, SALARY OR
WAGES FOR TIME WORKED, AND BENEFITS DISCLOSED ON SCHEDULE 5.17(A) OF THE
DISCLOSURE LETTER).
14
5.17
EMPLOYEE BENEFIT PLANS.
(A)
SCHEDULE 5.17(A) OF THE DISCLOSURE LETTER SETS FORTH A COMPLETE
AND ACCURATE LIST OF THE BENEFITS SELLER PROVIDES TO OR FOR THE PERSONS LISTED
ON SCHEDULE 5.16 OF THE DISCLOSURE LETTER.
EACH "EMPLOYEE BENEFIT PLAN," AS
DEFINED IN SECTION 3(3) OF ERISA, MAINTAINED, CONTRIBUTED TO OR REQUIRED TO BE
CONTRIBUTED TO BY SELLER OR ANY OF ITS ERISA AFFILIATES FOR THE BENEFIT OF
CURRENT, FORMER OR RETIRED EMPLOYEES (THE "SELLER ERISA PLANS") AND EACH