GOVERNMENTAL AUTHORITY, OR ARE HOLDING FOR PAYMENT NOT YET DUE TO
SUCH GOVERNMENTAL AUTHORITY, ALL AMOUNTS REQUIRED TO BE WITHHELD FROM EMPLOYEES
OF RESO AND ARE NOT LIABLE FOR ANY ARREARS OF WAGES, TAXES, PENALTIES OR OTHER
SUMS FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING;
(4)
RESO HAS PAID IN FULL TO ALL ITS EMPLOYEES,
OR ADEQUATELY ACCRUED FOR IN ACCORDANCE WITH GAAP, ALL WAGES, SALARIES,
COMMISSIONS, BONUSES, BENEFITS AND OTHER COMPENSATION DUE TO OR ON BEHALF OF ITS
EMPLOYEES PROVIDED HOWEVER THAT RESO'S EMPLOYEES HAVE UNTIL THE END OF A
CALENDAR YEAR TO USE ACCRUED VACATION;
(5)
THERE IS NO CLAIM WITH RESPECT TO PAYMENT
OF WAGES, SALARY OR OVERTIME PAY THAT HAS BEEN ASSERTED OR IS NOW PENDING OR, TO
THE KNOWLEDGE OF RESO, THREATENED BEFORE ANY GOVERNMENTAL AUTHORITY WITH RESPECT
TO ANY PERSONS CURRENTLY OR FORMERLY EMPLOYED BY RESO;
(6)
THERE IS NO CHARGE OR PROCEEDINGS WITH
RESPECT TO A VIOLATION OF ANY OCCUPATIONAL SAFETY OR HEALTH STANDARDS THAT HAS
BEEN ASSERTED OR IS NOW PENDING OR, TO THE KNOWLEDGE OF RESO, THREATENED WITH
RESPECT TO RESO; AND
(7)
THERE IS NO CHARGE OF DISCRIMINATION IN
EMPLOYMENT OR EMPLOYMENT PRACTICES, FOR ANY REASON, INCLUDING, WITHOUT
LIMITATION, AGE, GENDER, RACE, RELIGION OR OTHER LEGALLY PROTECTED CATEGORY,
WHICH HAS BEEN ASSERTED AND NOT SETTLED OR IS NOW PENDING OR, TO THE KNOWLEDGE
OF RESO, THREATENED BEFORE THE UNITED STATES EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION, OR ANY OTHER GOVERNMENTAL AUTHORITY IN ANY JURISDICTION IN WHICH
RESO HAS EMPLOYED OR CURRENTLY EMPLOYS ANY PERSON.
18
4.17
Employees and Related Agreements; ERISA.
(A)
SCHEDULE 4.17 CONTAINS A TRUE AND COMPLETE LIST OF
EACH EMPLOYEE PLAN AND EACH EMPLOYEE AGREEMENT OF RESO.
RESO HAS NO PLAN OR
COMMITMENT, WHETHER LEGALLY BINDING OR NOT, TO ESTABLISH ANY NEW EMPLOYEE PLAN,
TO ENTER INTO ANY EMPLOYEE AGREEMENT OR TO MODIFY OR TO TERMINATE ANY EMPLOYEE
PLAN OR EMPLOYEE AGREEMENT (EXCEPT TO THE EXTENT REQUIRED BY LAW AS PREVIOUSLY
DISCLOSED TO THK, OR AS REQUIRED BY THIS AGREEMENT), OR HAS ANY INTENTION TO DO
ANY OF THE FOREGOING BEEN COMMUNICATED TO EMPLOYEES.
(B)
RESO HAS PROVIDED TO THK (1) CURRENT, TRUE AND
COMPLETE COPIES OF EACH EMPLOYEE PLAN AND EACH EMPLOYEE AGREEMENT, INCLUDING ALL
AMENDMENTS THERETO, AND TRUST OR FUNDING AGREEMENTS WITH RESPECT THERETO,
(2) THE TWO MOST RECENT ANNUAL ACTUARIAL VALUATIONS, IF ANY, PREPARED FOR EACH
EMPLOYEE PLAN, (3) THE TWO MOST RECENT ANNUAL REPORTS (SERIES 5500 AND ALL
SCHEDULES THERETO), IF ANY, REQUIRED UNDER ERISA IN CONNECTION WITH EACH
EMPLOYEE PLAN OR RELATED TRUST, (4) A STATEMENT OF ALTERNATIVE FORM OF
COMPLIANCE PURSUANT TO DEPARTMENT OF LABOR REGULATION §2520.104-23, IF ANY,
FILED FOR EACH EMPLOYEE PLAN WHICH IS AN "EMPLOYEE PENSION BENEFIT PLAN" AS
DEFINED IN SECTION 3(2) OF ERISA FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY
COMPENSATED EMPLOYEES, (5) THE MOST RECENT DETERMINATION LETTER RECEIVED FROM
THE IRS, IF ANY, FOR EACH EMPLOYEE PLAN AND RELATED TRUST WHICH IS INTENDED TO
SATISFY THE REQUIREMENTS OF SECTION 401(A) OF THE CODE,