THE NATIONAL LABOR RELATIONS BOARD, AND NO
LABOR ORGANIZATION OR GROUP OF EMPLOYEES OF THE COMPANY HAS MADE A PENDING
DEMAND FOR RECOGNITION.
THERE ARE NO COMPLAINTS OR CHARGES AGAINST THE COMPANY
PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED, TO BE FILED WITH ANY
GOVERNMENTAL AUTHORITY OR ARBITRATOR BASED ON, ARISING OUT OF OR IN CONNECTION
WITH, OR OTHERWISE RELATING TO, THE EMPLOYMENT OR TERMINATION OF EMPLOYMENT BY
THE COMPANY OF ANY INDIVIDUAL.
(B)
THE COMPANY IS NOT, AND DURING THE FIVE YEARS PRECEDING THE DATE
OF THIS AGREEMENT WAS NOT, A PARTY TO ANY LABOR OR COLLECTIVE BARGAINING
AGREEMENT AND THERE ARE NO LABOR OR COLLECTIVE BARGAINING AGREEMENTS WHICH
PERTAIN TO EMPLOYEES OF THE COMPANY.
(C)
EACH EMPLOYEE BENEFIT PLAN OF THE COMPANY IS IN COMPLIANCE WITH
ALL APPLICABLE LAW, EXCEPT FOR SUCH NONCOMPLIANCE WHICH COULD NOT REASONABLY BE
EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT.
(D)
THE COMPANY HAS NO LIABILITIES, CONTINGENT OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, LIABILITIES FOR RETIREE HEALTH, RETIREE LIFE, SEVERANCE OR
RETIREMENT BENEFITS, WHICH ARE NOT FULLY REFLECTED ON THE COMPANY'S BALANCE
SHEET AS OF DECEMBER 31, 2002 OR FULLY FUNDED.
THE TERM "LIABILITIES" AS USED
IN THE PRECEDING SENTENCE SHALL BE CALCULATED IN ACCORDANCE WITH REASONABLE
ACTUARIAL ASSUMPTIONS AND ALSO SHALL INCLUDE ANY OBLIGATION OWED TO A
GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF PROVIDING RETIREE HEALTH, RETIREE
LIFE, SEVERANCE, RETIREMENT OR OTHER BENEFITS.
(E)
THE COMPANY HAS NOT TERMINATED ANY "EMPLOYEE PENSION BENEFIT PLAN
" AS DEFINED IN SECTION 3(2) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED AND ALL RULES AND REGULATIONS PROMULGATED THEREUNDER ("ERISA")
OR INCURRED OR EXPECTS TO INCUR ANY OUTSTANDING LIABILITY UNDER TITLE IV
THEREUNDER.
4.22
COMPLIANCE WITH LAW.
(A)
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS.
FOR PURPOSES OF THIS AGREEMENT, "APPLICABLE LAWS" INCLUDES,
WITHOUT LIMITATION, ALL
15
APPLICABLE LAWS RELATING TO HEALTH CARE, THE HEALTH CARE INDUSTRY AND THE
PROVISION OF HEALTH CARE SERVICES, THIRD PARTY REIMBURSEMENT (INCLUDING MEDICARE
AND MEDICAID), PUBLIC HEALTH AND SAFETY (INCLUDING WITHOUT LIMITATION THE
FEDERAL FOOD, DRUG AND COSMETICS ACT, THE CONTROLLED SUBSTANCES ACT AND THE
COMPREHENSIVE DRUG ABUSE PREVENTION AND CONTROL ACT OF 1970 AND ANY OTHER
SIMILAR ACT OR LAW TO WHICH THE COMPANY IS SUBJECT AND THE RULES AND REGULATIONS
PROMULGATED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION, THE UNITED STATES
DRUG ENFORCEMENT ADMINISTRATION AND SIMILAR AUTHORITIES IN ANY U.S. OR NON-U.S.
JURISDICTION WITH JURISDICTION OVER THE COMPANY) AND WRONGFUL DEATH AND MEDICAL
MALPRACTICE.
THE COMPANY HAS NOT RECEIVED ANY NOTICE OF, NOR DOES THE COMPANY
HAVE ANY KNOWLEDGE OF, ANY VIOLATION (OR OF ANY INVESTIGATION, INSPECTION, AUDIT
OR OTHER PROCEEDING BY ANY GOVERNMENTAL AUTHORITY INVOLVING ALLEGATIONS OF ANY
VIOLATION) OF ANY APPLICABLE LAW INVOLVING OR RELATED TO THE COMPANY WHICH HAS
NOT BEEN DISMISSED OR OTHERWISE DISPOSED OF.
THE COMPANY HAS NOT RECEIVED
NOTICE AND OTHERWISE HAS NO KNOWLEDGE THAT THE COMPANY IS CHARGED WITH,
THREATENED WITH OR UNDER INVESTIGATION WITH RESPECT TO, ANY VIOLATION OF