THE FACILITIES.
(E)
TO THE KNOWLEDGE OF SELLER, NO RELEASE OR THREAT OF RELEASE OF, OR
OTHER CONDITIONS PERTAINING TO, HAZARDOUS MATERIALS ARE PRESENT IN, ON OR UNDER
THE FACILITIES, THAT WOULD REASONABLY BE EXPECTED TO FORM THE BASIS OF ANY
MATERIAL ENVIRONMENTAL CLAIM AGAINST SELLER, ANY PAST, PRESENT OR FUTURE
OCCUPANT OF THE FACILITIES OR ANY PERSON (INCLUDING ANY PREDECESSOR OF SELLER OR
ANY OF ITS SUBSIDIARIES) WHOSE LIABILITY HAS BEEN IMPOSED UPON, RETAINED BY, OR
ASSUMED BY, SELLER OR ANY OF ITS SUBSIDIARIES, IN EACH CASE EITHER CONTRACTUALLY
OR BY OPERATION OF LAW.
3.15
EMPLOYEE MATTERS.
(A)
EMPLOYMENT.
EXCEPT AS SET FORTH ON SCHEDULE 3.15(A) AND EXCEPT
FOR SUCH VIOLATIONS FOR WHICH THE AMOUNT CLAIMED, OR THAT COULD BE CLAIMED, DOES
NOT EXCEED $1,500 INDIVIDUALLY OR $30,000 IN THE AGGREGATE, NEITHER SELLER NOR
ANY OF ITS SUBSIDIARIES HAS VIOLATED ANY EMPLOYMENT STATUTE OR OTHER APPLICABLE
LAW OR REGULATION REGARDING THE TERMS AND CONDITIONS OF EMPLOYMENT OF EMPLOYEES,
FORMER EMPLOYEES OR PROSPECTIVE EMPLOYEES OR OTHER LABOR RELATED MATTERS,
INCLUDING WITHOUT LIMITATION ANY LAWS, ORDERS, JUDGMENTS OR AWARDS RELATING TO
WRONGFUL
25
DISCHARGE, DISCRIMINATION, PERSONAL RIGHTS, WAGES, HOURS, COLLECTIVE BARGAINING,
FAIR LABOR STANDARDS OR OCCUPATIONAL HEALTH AND SAFETY.
SCHEDULE 3.15(A) SETS
FORTH THE NAMES AND CURRENT ANNUAL SALARY RATES OR CURRENT HOURLY WAGES OF ALL
CURRENT PURCHASED BUSINESS EMPLOYEES.
NO PURCHASED BUSINESS EMPLOYEE AT THE
VICE PRESIDENT LEVEL OR HIGHER HAS GIVEN NOTICE OF INTENT TO TERMINATE SUCH
PURCHASED BUSINESS EMPLOYEE'S EMPLOYMENT WITH SELLER, AND, TO THE KNOWLEDGE OF
SELLER, NO SUCH PURCHASED BUSINESS EMPLOYEE INTENDS TO GIVE SUCH NOTICE.
NO
PURCHASED BUSINESS EMPLOYEE IS EMPLOYED BY ANY SUBSIDIARY OF SELLER.
(B)
LABOR.
NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES IS OR HAS EVER
BEEN A PARTY TO ANY COLLECTIVE BARGAINING OR SIMILAR AGREEMENT, AND THERE ARE NO
LABOR UNIONS OR OTHER ORGANIZATIONS REPRESENTING, PURPORTING TO REPRESENT OR, TO
THE KNOWLEDGE OF SELLER, ATTEMPTING TO REPRESENT, ANY EMPLOYEE OF SELLER OR ANY
OF ITS SUBSIDIARIES.
THERE ARE NO UNFAIR LABOR PRACTICE COMPLAINTS PENDING
AGAINST SELLER OR ANY OF ITS SUBSIDIARIES BEFORE THE NATIONAL LABOR RELATIONS
BOARD OR ANY OTHER GOVERNMENTAL ENTITY NOR, TO THE KNOWLEDGE OF SELLER, ARE ANY
SUCH COMPLAINTS THREATENED.
SINCE JANUARY 1, 2004, NEITHER SELLER NOR ANY OF
ITS SUBSIDIARIES HAS EXPERIENCED ANY STRIKE, SLOWDOWN, WORK STOPPAGE OR LOCKOUT
WITH RESPECT TO ANY EMPLOYEES OF SELLER OR ANY OF ITS SUBSIDIARIES DURING THE
PAST THREE YEARS, AND, TO THE KNOWLEDGE OF SELLER, NO SUCH STRIKES, SLOWDOWNS,
WORK STOPPAGES OR LOCKOUTS ARE THREATENED.
(C)
EMPLOYEE CLASSIFICATION; WITHHOLDING.
SELLER HAS PROPERLY
CLASSIFIED ALL OF THE PURCHASED BUSINESS EMPLOYEES AS EITHER EMPLOYEES OR
INDEPENDENT CONTRACTORS AND HAS WITHHELD AND PAID TO THE APPROPRIATE
GOVERNMENTAL ENTITY ALL AMOUNTS REQUIRED TO BE WITHHELD FROM COMPENSATION PAID
TO SUCH EMPLOYEES, EXCEPT WHERE THE FAILURE TO SO CLASSIFY ALL OF SUCH EMPLOYEES
WILL NOT RESULT IN A BUYER MATERIAL ADVERSE EFFECT. NEITHER SELLER NOR ANY OF
ITS SUBSIDIARIES IS LIABLE FOR ANY ARREARS OF TAXES, PENALTIES OR OTHER SUMS IN
A MATERIAL AMOUNT