TO THE COMPANY OR
THE ACQUIRED ASSETS AND WHICH MAY HAVE A CONTINUING EFFECT, AFTER THE CLOSING
DATE, UPON THE COMPANY OR THE ACQUIRED ASSETS OR FOR WHICH THE COMPANY OR THE
ACQUIRED ASSETS MAY INCUR ANY LIABILITY IN ANY MANNER WHATSOEVER.
(A)
EACH SELLER DOES, JOINTLY AND SEVERALLY, HEREBY INDEMNIFY, DEFEND
AND HOLD HARMLESS THE PURCHASER, ITS ASSIGNS, AND THE COMPANY FROM AND AGAINST
ANY AND ALL EXPENSES, CLAIMS, FEES, DAMAGES OR LOSSES, INCLUDING REASONABLE
ATTORNEY'S FEES, WHICH THE PURCHASER OR THE COMPANY MAY SUFFER AS A RESULT OF
ANY LITIGATION MATTER, CLAIM OR CHOSES IN ACTION EXISTING OR ACCRUING AS OF THE
CLOSING DATE OR ARISING OR FILED THEREAFTER AND RELATED, IN ANY MANNER, TO THE
11
OPERATION OF THE COMPANY OR OWNERSHIP OF THE SHARES OR ACQUIRED ASSETS AT OR
PRIOR TO THE CLOSING DATE (EACH A "LITIGATION MATTER").
PURCHASER SHALL HAVE
THE RIGHT, AT ITS SOLE ELECTION, TO PARTICIPATE IN THE DEFENSE OF ANY LITIGATION
MATTER, INCLUDING, BUT NOT LIMITED TO, REQUIRING THE DEFENSE TO BE CONDUCTED BY
LEGAL COUNSEL OF ITS CHOICE.
3.11
ABSENCE OF UNDISCLOSED LIABILITIES AND INDEBTEDNESS.
EXCEPT AS SET
FORTH ON SCHEDULE 3.11 HERETO, THE COMPANY DOES NOT HAVE ANY LIABILITY OR
INDEBTEDNESS, ABSOLUTE OR CONTINGENT, WHICH IS NOT REFLECTED IN THIS AGREEMENT,
IN THE FINANCIAL STATEMENTS OR IN OTHER SCHEDULES OR EXHIBITS TO THIS AGREEMENT.
3.12
EMPLOYEES.
SCHEDULE 3.12 LISTS ALL OF THE COMPANY'S EMPLOYEES AND
EACH EMPLOYEE'S CURRENT SALARY AND BENEFITS, INCLUDING BUT NOT LIMITED TO, THEIR
ACCRUED VACATION DAYS WITH PAY AND ACCRUED SICK DAYS WITH PAY AND THE BASIS OF
DETERMINING THE NUMBER OF VACATION DAYS WITH PAY AND SICK DAYS WITH PAY TO WHICH
EACH EMPLOYEE IS ENTITLED.
EXCEPT AS SET FORTH ON SCHEDULE 3.12, THE COMPANY
HAS NO EMPLOYEES, HAS NO EMPLOYMENT CONTRACT WITH ANY OF ITS EMPLOYEES AND HAS
NO COLLECTIVE BARGAINING AGREEMENTS COVERING ANY OF ITS EMPLOYEES.
THERE ARE NO
CONTROVERSIES OR LABOR TROUBLES PENDING (OR TO THE BEST OF ANY SELLER'S
KNOWLEDGE, INFORMATION AND BELIEF THREATENED) BETWEEN THE COMPANY AND ANY OF ITS
EMPLOYEES; TO THE BEST OF ANY SELLER'S KNOWLEDGE, INFORMATION AND BELIEF, THE
COMPANY HAS COMPLIED IN ALL RESPECTS WITH ALL APPLICABLE FEDERAL AND STATE LAWS
AND REGULATIONS RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT, WAGES AND HOURS AND OTHER LAWS RELATED TO EMPLOYMENT;
AND THERE ARE NO ARREARS IN THE PAYMENTS OF WAGES; WITHHOLDING OR SOCIAL
SECURITY TAXES, UNEMPLOYMENT OR WORKINGMAN'S COMPENSATION INSURANCE PREMIUMS OR
OTHER SIMILAR OBLIGATIONS.
3.13
EMPLOYEE BENEFIT PLANS.
SCHEDULE 3.13 HERETO LISTS ALL PENSION
PLANS, PROFIT-SHARING PLANS, CONTRACTS, BONUSES, COMMISSIONS, SAVINGS, STOCK
OPTIONS, FORMER OR CURRENT EMPLOYEES OF THE COMPANY OR UNDER WHICH THE COMPANY
HAS ANY OBLIGATION OR LIABILITY ("BENEFIT ARRANGEMENTS").
TO THE BEST OF ANY
SELLER'S KNOWLEDGE, INFORMATION AND BELIEF, THE BENEFIT ARRANGEMENTS ARE AND
HAVE BEEN ADMINISTERED IN SUBSTANTIAL COMPLIANCE WITH THEIR TERMS AND THE
REQUIREMENTS OF APPLICABLE LAW; THE PENSION BENEFIT GUARANTY CORPORATION
("PBGC") HAS NOT INSTIGATED OR THREATENED TO INSTIGATE PROCEEDINGS TO TERMINATE
ANY BENEFIT AGREEMENTS; NO