SETTING UP THE ACQUIRED COMPANIES
AND COMMENCING THE BUSINESS.
SUCH NET INVESTMENT STATEMENT FAIRLY PRESENTS THE
TRUE AND ACCURATE COST FOR ALL ITEMS LISTED THEREIN ALL IN ACCORDANCE WITH GAAP
AS OF THE CLOSING DATE.
SECTION 4.16
NO UNDISCLOSED LIABILITIES.
EXCEPT
AS STATED HEREIN, NEITHER ACQUIRED COMPANY HAS ANY LIABILITIES OR OBLIGATIONS OF
ANY NATURE (WHETHER KNOWN OR UNKNOWN AND WHETHER ABSOLUTE, ACCRUED, CONTINGENT,
OR OTHERWISE) EXCEPT FOR LIABILITIES OR OBLIGATIONS REFLECTED OR RESERVED
AGAINST IT IN THE NET INVESTMENT STATEMENT DELIVERED UNDER SECTION 4.15 .
SECTION 4.17
EMPLOYEE BENEFIT PLANS; EMPLOYEE
MATTERS.
A)
NEITHER OF THE ACQUIRED COMPANIES HAS OR
EVER HAD ANY EMPLOYEE BENEFIT PLAN.
B)
NO EMPLOYEE BENEFIT PLAN PROVIDES HEALTH,
MEDICAL OR OTHER WELFARE BENEFITS AFTER RETIREMENT OR OTHER TERMINATION OF
EMPLOYMENT (OTHER THAN FOR CONTINUATION COVERAGE REQUIRED UNDER APPLICABLE LAW)
AND NO CIRCUMSTANCES EXIST THAT COULD RESULT IN EITHER OF THE ACQUIRED COMPANIES
OR EITHER BUYER BECOMING OBLIGATED TO PROVIDE ANY SUCH BENEFITS, EXCEPT AS
OTHERWISE PROVIDED HEREIN.
C)
NO CURRENT OR FORMER INDEPENDENT
CONTRACTOR COULD BE RECLASSIFIED UNDER APPLICABLE LAW AS AN EMPLOYEE OF EITHER
OF THE ACQUIRED COMPANIES.
11
D)
THERE ARE, AND SINCE THE DATE OF THE
ORGANIZATION OF EACH OF THE ACQUIRED COMPANIES AND GE USER HAVE BEEN, NO
MATERIAL STRIKES, ORGANIZED WORK STOPPAGES, ORGANIZED SLOWDOWNS OR LOCKOUTS
PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED, INVOLVING ANY PAST OR
CURRENT EMPLOYEE OF THE ACQUIRED COMPANIES OR GE USER.
NONE OF THE PAST OR
CURRENT EMPLOYEES OF THE ACQUIRED COMPANIES OR GE USER ARE COVERED BY A
COLLECTIVE BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT.
THERE ARE NO
REPRESENTATION PROCEEDINGS OR WRITTEN PETITIONS SEEKING A REPRESENTATION
PROCEEDING PRESENTLY PENDING AGAINST ANY OF THE SELLERS, THE ACQUIRED COMPANIES,
GE USER OR ANY OF THEIR RESPECTIVE AFFILIATES INVOLVING ANY PAST OR CURRENT
EMPLOYEE OF THE ACQUIRED COMPANIES.
THERE IS NO UNFAIR LABOR PRACTICE CHARGE OR
COMPLAINT OR OTHER SIMILAR PROCEEDING PENDING OR THREATENED AGAINST ANY OF THE
ACQUIRED COMPANIES OR GE USER BEFORE ANY GOVERNMENTAL AUTHORITY.
E)
NEITHER THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT OR THE RELATED AGREEMENTS OR THE AGREEMENTS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS, NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (ALONE OR IN CONJUNCTION WITH ANY
OTHER EVENT, INCLUDING ANY TERMINATION OF EMPLOYMENT ON OR FOLLOWING THE
CLOSING), WILL (I) ENTITLE ANY DIRECTOR OR OFFICER OF ANY OF THE ACQUIRED
COMPANIES OR GE USER OR ANY PAST OR CURRENT EMPLOYEE OF THE ACQUIRED COMPANIES
OR GE USER TO ANY COMPENSATION OR BENEFIT (WHETHER OF SEVERANCE PAY OR
OTHERWISE), (II) ACCELERATE THE TIME OF PAYMENT OR VESTING, OR TRIGGER ANY
PAYMENT, OF ANY COMPENSATION OR BENEFITS OR TRIGGER ANY OTHER OBLIGATION UNDER
ANY EMPLOYEE BENEFIT PLAN OR (III) RESULT IN ANY BREACH OR VIOLATION OF, DEFAULT
UNDER OR LIMIT ANY OF THE ACQUIRED COMPANIES' RIGHT TO AMEND, MODIFY OR
TERMINATE ANY EMPLOYEE BENEFIT PLAN.
F)
THE TERMS OF EMPLOYMENT OR ENGAGEMENT
OF ALL DIRECTORS, OFFICERS, CURRENT EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS,
CONSULTANTS AND PROFESSIONAL ADVISERS OF