HAS IN THE PAST AND CONTINUES TO COMPLY WITH ALL STATUTES,
REGULATIONS, ORDERS AND OTHER APPLICABLE LAW IN CONNECTION WITH THE EMPLOYMENT
AND RELATIONS WITH ITS EMPLOYEES, WORKERS AND TRADE UNIONS, INCLUDING IN
RELATION TO EMPLOYMENT PRACTICES, HEALTH & SAFETY, TERMS AND CONDITIONS, RECORD
MAINTENANCE AND WAGES AND HOURS (INCLUDING, THE DATA PROTECTION ACT 1998 AND THE
WORKING TIME REGULATIONS 1998).
(G)
THE COMPANY HAS NOT RECOGNISED A TRADE UNION, THERE IS NO OTHER
GROUP OR ORGANISATION REPRESENTING THE EMPLOYEES, AND THERE ARE NO COLLECTIVE
BARGAINING OR OTHER UNION ARRANGEMENTS IN PLACE. THE COMPANY HAS NOT EXPERIENCED
ANY MATERIAL LABOUR DIFFICULTY, STRIKES, LOCK OUT, WORK STOPPAGE OR ANY OTHER
INDUSTRIAL OR TRADE DISPUTE DURING THE LAST 3 YEARS.
(H)
THE DISCLOSURE SCHEDULE INCLUDES A LIST OF ALL INDEPENDENT
CONTRACTORS ENGAGED BY THE COMPANY AND (A) THEIR STATE OR COUNTRY OF RESIDENCE;
(B) THEIR PAYMENT ARRANGEMENTS; AND (C) BRIEF DESCRIPTION OF THEIR JOBS OR
PROJECTS CURRENTLY IN PROGRESS.
4.16
Employee Benefit Plan
(A)
EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE, THE COMPANY DOES
NOT OPERATE AND THERE ARE NO CONTRACTS RELATING TO ANY BONUS, DEFERRED
COMPENSATION, COMMISSION, PROFIT SHARING, SHARE OPTION, EMPLOYEE SHARE PURCHASE
OR OTHER EMPLOYEE BENEFIT PLAN.
(B)
THE COMPANY DOES NOT OPERATE, CONTRIBUTE, PARTICIPATES OR HAS ANY
LIABILITY WITH RESPECT TO ANY SCHEME OR ARRANGEMENT FOR THE PROVISION OF
PENSION, RETIREMENT, DEATH, ACCIDENT OR HEALTH INSURANCE BENEFITS OR ANY SIMILAR
ARRANGEMENTS, FOR ANY OF ITS EMPLOYEES OR FORMER EMPLOYEES OR THEIR DEPENDENTS,
OTHER THAN GIVING ITS EMPLOYEES ACCESS TO A STAKEHOLDER DEFINED CONTRIBUTIONS
PENSION SCHEME OPERATED BY A THIRD PARTY, TRUE, ACCURATE AND COMPETE DETAILS OF
WHICH ARE SET OUT IN THE DISCLOSURE SCHEDULE.
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(C)
IN RESPECT OF ANY PLANS, SCHEMES OR ARRANGEMENTS SET FORTH IN THE
DISCLOSURE SCHEDULE PURSUANT TO SECTION 4.16(A) AND SECTION 4.16(B) (TOGETHER
REFERRED TO AS "EMPLOYEE BENEFIT PLANS"), THE COMPANY HAS FULLY COMPLIED WITH
ALL OF THE TERMS OF SUCH PLAN, SCHEME OR ARRANGEMENT, WITH ALL APPLICABLE LAW
AND ALL OF ITS CONTRIBUTIONS ARE UP TO DATE AND FULLY FUNDED, WITH NO PAST
LIABILITIES, FINES OR PENALTIES OUTSTANDING. IN RESPECT OF EACH EMPLOYEE BENEFIT
PLAN, TRUE, UP TO DATE AND COMPLETE COPIES OF ALL MATERIAL DOCUMENTS IN
CONNECTION WITH SUCH EMPLOYEE BENEFIT PLANS HAVE BEEN GIVEN TO THE BUYER. THE
COMPANY HAS NO PLAN OR COMMITMENT, WHETHER LEGALLY BINDING OR NOT, TO ESTABLISH
ANY NEW EMPLOYEE PLAN, OR TO MODIFY OR TO TERMINATE ANY CURRENT EMPLOYEE BENEFIT
PLAN.
(D)
THE EXECUTION OF THIS AGREEMENT AND THE DOCUMENTS AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, DO NOT CONSTITUTE A
TRIGGERING EVENT UNDER ANY EMPLOYEE BENEFIT PLAN, WHETHER OR NOT LEGALLY
ENFORCEABLE, WHICH (EITHER ALONE OR UPON THE OCCURRENCE OF ANY ADDITIONAL OR
SUBSEQUENT EVENT) WILL OR MAY RESULT IN ANY PAYMENT (WHETHER OF SEVERANCE PAY OR
OTHERWISE), "PARACHUTE PAYMENT", ACCELERATION, VESTING OR INCREASE IN BENEFITS
TO ANY EMPLOYEE OR FORMER EMPLOYEE OF THE COMPANY. NO EMPLOYEE BENEFIT PLAN
PROVIDES FOR THE PAYMENT OF SEVERANCE, TERMINATION, CHANGE IN CONTROL OR
SIMILAR-TYPE