COMPANY DISCLOSURE SCHEDULE, THERE IS NO MATERIAL PENSION, WELFARE,
BONUS, STOCK PURCHASE, STOCK OWNERSHIP, STOCK OPTION, DEFERRED COMPENSATION,
INCENTIVE, SEVERANCE, TERMINATION OR OTHER COMPENSATION PLAN OR ARRANGEMENT, OR
OTHER MATERIAL EMPLOYEE FRINGE BENEFIT PLAN PRESENTLY MAINTAINED BY, OR
CONTRIBUTED TO BY THE COMPANY, OR ANY ERISA AFFILIATE WHICH IS FOR THE BENEFIT
OF ANY EMPLOYEE OF THE COMPANY OR ANY ERISA AFFILIATE, INCLUDING ANY SUCH PLAN
REQUIRED TO BE MAINTAINED OR CONTRIBUTED TO BY THE LAW OF THE RELEVANT
JURISDICTION, MAINTAINED OUTSIDE THE JURISDICTION OF THE UNITED STATES.
(K)
THE COMPANY AND ITS SUBSIDIARIES HAVE NOT
INCURRED ANY LIABILITY UNDER, AND HAVE COMPLIED IN ALL RESPECTS WITH, THE WORKER
ADJUSTMENT RETRAINING NOTIFICATION ACT AND THE REGULATIONS PROMULGATED
THEREUNDER (THE "WARN ACT") AND DO NOT REASONABLY
22
expect to incur any such liability as a result of actions taken or not taken
prior to the Effective Time.
Section 3.12(k) of the Company Disclosure Schedule
lists (i) all the employees terminated or laid off by the Company and its
subsidiaries during the 90 days prior to the date hereof and (ii) all the
employees of the Company or its subsidiaries who have experienced a reduction in
hours of work of more than 50% (other than voluntary reductions in hours per
week) during any month during the 90 days prior to the date hereof and describes
all notices given by the Company and its subsidiaries in connection with the
WARN Act.
The Company will not be deemed to be in breach of this Agreement as a
result of any WARN Act liability due to actions taken by the Purchaser or
actions that Purchaser causes the Company to take after the Share Acquisition
Date.
SECTION 3.13.
TAXES.
EXCEPT TO THE EXTENT THE
FAILURE OF ANY OF THE FOLLOWING HAS NOT HAD AND COULD NOT REASONABLY BE
EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT ON
THE COMPANY:
(A)
(I) ALL FEDERAL INCOME AND OTHER TAX
RETURNS (AS DEFINED HEREIN) THAT ARE REQUIRED TO BE FILED BY OR WITH RESPECT TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES HAVE BEEN TIMELY FILED (TAKING INTO
ACCOUNT ANY EXTENSIONS OF TIME TO FILE OBTAINED BEFORE THE DATE HEREOF), AND ALL
SUCH TAX RETURNS ARE TRUE, COMPLETE AND ACCURATE AND CORRECTLY REFLECT THE
INCOME, OR OTHER MEASURE OF TAX (AS DEFINED HEREIN), REQUIRED TO BE SHOWN
THEREON, (II) EXCEPT AS DISCLOSED IN SECTION 3.13(A)(II) OF THE COMPANY
DISCLOSURE SCHEDULE, ALL TAXES THAT ARE DUE HAVE BEEN PAID IN FULL (OR ADEQUATE
PROVISION FOR THE PAYMENT THEREOF HAS BEEN MADE), OTHER THAN THOSE BEING
CONTESTED IN GOOD FAITH, AND (III) THE MOST RECENT FINANCIAL STATEMENTS
CONTAINED IN THE FILED COMPANY SEC DOCUMENTS REFLECT AN ADEQUATE RESERVE FOR ALL
TAXES OF THE COMPANY AND ITS SUBSIDIARIES FOR ALL TAXABLE PERIODS AND PORTIONS
THEREOF THROUGH THE DATE OF SUCH FINANCIAL STATEMENTS.
(B)
EXCEPT AS SET FORTH IN SECTION 3.13(B) OF
THE COMPANY DISCLOSURE SCHEDULE, TO THE KNOWLEDGE OF THE COMPANY, NO TAX RETURN
OF THE COMPANY