(IV)
FOR THE PAST FIVE YEARS, NO SELLER HAS
EXPERIENCED ANY LABOR STRIKE OR OTHER MATERIAL LABOR DISPUTE, SLOWDOWN, STOPPAGE
OR LOCK-OUT WITH REGARD TO THE BUSINESS;
(V)
THERE IS NO LABOR STRIKE OR OTHER
MATERIAL LABOR DISPUTE, SLOWDOWN, STOPPAGE OR LOCK-OUT PENDING, OR TO SELLERS'
KNOWLEDGE, THREATENED AGAINST ANY SELLER INVOLVING THE AFFECTED EMPLOYEES; AND
(VI)
NO UNION CERTIFICATION OR
DECERTIFICATION PETITION HAS BEEN FILED (WITH SERVICE OF PROCESS HAVING BEEN
MADE ON ANY SELLER OR ANY OF ITS RELATED PERSONS), OR TO SELLERS' KNOWLEDGE,
THREATENED, THAT RELATES TO AFFECTED EMPLOYEES AND NO UNION AUTHORIZATION
CAMPAIGN HAS BEEN CONDUCTED, IN EACH CASE, WITHIN THE PAST 18 MONTHS.
(B)
SELLERS HAVE DELIVERED TO BUYER A LIST OF ALL AFFECTED EMPLOYEES,
THE RATE OF ALL COMPENSATION PAYABLE TO EACH SUCH EMPLOYEE IN ANY AND ALL
CAPACITIES, INCLUDING ANY COMPENSATION THAT WILL BE PAYABLE TO EACH SUCH
EMPLOYEE IN ANY AND ALL CAPACITIES OTHER THAN THE THEN CURRENT ACCRUAL OF
REGULAR PAYROLL COMPENSATION, EXCEPT IN EACH CASE FOR ANY TRANSACTION BONUSES.
ANY OF THE AFFECTED EMPLOYEES CAN BE DISMISSED IMMEDIATELY FOR ANY REASON OR NO
REASON WITHOUT NOTICE AND WITHOUT FURTHER LIABILITY, SUBJECT TO APPLICABLE LAWS,
RULES AND REGULATIONS RELATING TO EMPLOYMENT DISCRIMINATION.
TO SELLERS'
KNOWLEDGE, NONE OF THE AFFECTED EMPLOYEES INTEND TO TERMINATE THEIR EMPLOYMENT
RELATIONSHIP WITH THE BUSINESS.
3.13
EMPLOYEE BENEFITS
(A)
SECTION 3.13(A) OF THE SELLER DISCLOSURE
LETTER CONTAINS A LIST OF ALL SELLER BENEFIT PLANS.
SELLERS HAVE MADE AVAILABLE
FOR REVIEW BY BUYER COPIES OF ALL SELLER BENEFIT PLANS (INCLUDING ALL RELATED
TRUSTS, FUNDING ARRANGEMENTS, MOST RECENT VALUATION REPORTS AND MOST RECENT
ANNUAL REPORTS).
(B)
NO "PENSION PLAN" AS DEFINED IN SECTION 3(2)
OF ERISA THAT IS MAINTAINED OR CONTRIBUTED TO BY ANY SELLER OR ANY ERISA
AFFILIATE OR WITH RESPECT TO WHICH ANY SELLER OR AN ERISA AFFILIATE MAY HAVE ANY
LIABILITY (I) HAS AN ACCUMULATED FUNDING DEFICIENCY AS DEFINED IN SECTION 302 OF
ERISA AND SECTION 412 OF THE CODE, WHETHER OR NOT WAIVED; (II) NO WAIVER OF
MINIMUM FUNDING STANDARDS HAS BEEN REQUESTED OR GRANTED BY THE IRS; AND (III) NO
ENCUMBRANCE IN FAVOR OF ANY SELLER BENEFIT PLAN, THE IRS OR THE PENSION BENEFIT
GUARANTY CORPORATION EXISTS OR HAS BEEN THREATENED.
EXCEPT AS SET FORTH IN
SECTION 3.13(B) OF THE SELLER DISCLOSURE LETTER, NEITHER SELLERS NOR ANY ERISA
AFFILIATE CONTRIBUTES TO, HAS ANY OBLIGATION TO CONTRIBUTE TO, OR HAS ANY
LIABILITY UNDER OR WITH RESPECT TO ANY "MULTIEMPLOYER PLAN," AS DEFINED IN
SECTION 3(37) OF ERISA.
NO MATERIAL "REPORTABLE EVENT," WITHIN THE MEANING OF
SECTION 4043 OF ERISA, FOR WHICH THE THIRTY-DAY REPORTING REQUIREMENT HAS NOT
BEEN WAIVED, AND NO EVENT DESCRIBED IN SECTIONS 4062 OR 4063 OF ERISA, HAS
OCCURRED IN CONNECTION WITH ANY SELLER BENEFIT PLAN OF THE SELLERS OR ANY ERISA
AFFILIATE.
NEITHER SELLERS NOR ANY ERISA AFFILIATE HAVE (1) ENGAGED IN, OR IS A
SUCCESSOR OR PARENT CORPORATION TO AN ENTITY THAT HAS ENGAGED IN, A TRANSACTION
DESCRIBED IN SECTIONS 4069 OR 4212(C) OF ERISA OR (2) EXCEPT AS