PROCEEDING
PRESENTLY PENDING OR, TO THE KNOWLEDGE OF ANY SELLER, THREATENED TO BE BROUGHT
OR FILED WITH THE NATIONAL LABOR RELATIONS BOARD OR OTHER LABOR RELATIONS
TRIBUNAL, AND THERE IS NO ORGANIZING ACTIVITY INVOLVING ANY SELLER PENDING OR,
TO THE KNOWLEDGE OF ANY SELLER, THREATENED BY ANY LABOR ORGANIZATION OR GROUP OF
LEADER DESIGNATED EMPLOYEES.
(C)
THERE ARE NO (I) STRIKES, WORK STOPPAGES,
SLOW-DOWNS, LOCKOUTS OR ARBITRATIONS, (II) EVENTS, INCLUDING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THAT ARE SUBJECT TO THE WORKERS' ADJUSTMENT
RETRAINING AND NOTIFICATION ACT ("WARN"), OR (III) GRIEVANCES OR OTHER LABOR
DISPUTES PENDING OR, TO THE KNOWLEDGE OF ANY SELLER, THREATENED AGAINST ANY
SELLER OR INVOLVING ANY SELLER OR ANY OF ITS EMPLOYEES.
(D)
THERE ARE NO COMPLAINTS, CHARGES OR CLAIMS
AGAINST ANY SELLER PENDING OR, TO THE KNOWLEDGE OF ANY SELLER, THREATENED TO BE
BROUGHT OR FILED WITH ANY GOVERNMENTAL AUTHORITY BASED ON, ARISING OUT OF, IN
CONNECTION WITH, OR OTHERWISE RELATING TO THE EMPLOYMENT BY ANY SELLER, OF ANY
LEADER DESIGNATED EMPLOYEE, INCLUDING ANY CLAIM FOR WORKERS' COMPENSATION.
(E)
EACH SELLER IS IN COMPLIANCE WITH ALL LAWS
AND ORDERS IN RESPECT OF EMPLOYMENT AND EMPLOYMENT PRACTICES AND THE TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, AND HAS NOT, AND IS NOT, ENGAGED
IN ANY UNFAIR LABOR PRACTICE.
(F)
SCHEDULE 5.1.20(F) CONTAINS A COMPLETE
AND ACCURATE LIST OF THE FOLLOWING INFORMATION FOR EACH EMPLOYEE, OFFICER OR
DIRECTOR OF ANY SELLER RELATED TO THE BUSINESS, INCLUDING EACH EMPLOYEE ON LEAVE
OF ABSENCE OR LAYOFF STATUS: EMPLOYER; NAME; JOB TITLE; LOCATION; CURRENT
COMPENSATION PAID OR PAYABLE AND ANY CHANGE IN COMPENSATION SINCE THE BALANCE
SHEET DATE; VACATION ACCRUED AS OF A RECENT DATE; AND SERVICE CREDITED AS OF A
RECENT DATE FOR PURPOSES OF VESTING AND ELIGIBILITY TO PARTICIPATE UNDER ANY
PENSION,
26
RETIREMENT, PROFIT-SHARING, THRIFT-SAVINGS, DEFERRED COMPENSATION, STOCK BONUS,
STOCK OPTION, CASH BONUS, EMPLOYEE STOCK OWNERSHIP (INCLUDING INVESTMENT CREDIT
OR PAYROLL STOCK OWNERSHIP), SEVERANCE PAY, INSURANCE, MEDICAL, WELFARE, OR
VACATION PLAN OR OTHER EMPLOYEE BENEFIT PLAN OF ANY SELLER; AND ALL BONUSES AND
ANY OTHER AMOUNTS TO BE PAID BY ANY SELLER AT OR IN CONNECTION WITH THE CLOSING.
(G)
EXCEPT AS SET FORTH IN SCHEDULE 5.1.20(G),
TO THE KNOWLEDGE OF ANY SELLER, NO EMPLOYEE, OFFICER OR DIRECTOR OF ANY SELLER
RELATED TO THE BUSINESS IS A PARTY TO, OR IS OTHERWISE BOUND BY, ANY
CONFIDENTIALITY, NON-COMPETITION, PROPRIETARY RIGHTS AGREEMENT OR SIMILAR
AGREEMENT THAT WOULD AFFECT (I) THE PERFORMANCE OF HIS OR HER DUTIES AS AN
EMPLOYEE, OFFICER OR DIRECTOR OR (II) THE ABILITY OF PURCHASER TO CONDUCT THE
BUSINESS AFTER THE CLOSING DATE.
5.1.21.
INVENTORY.
EXCEPT AS SET FORTH IN SCHEDULE 5.1.21, ALL
INVENTORIES REFLECTED ON THE LEADER CANADA REFERENCE BALANCE SHEET (NET OF ANY
APPLICABLE RESERVES SET FORTH ON THE LEADER CANADA REFERENCE BALANCE SHEET) AND
ALL INVENTORIES WHICH HAVE BEEN ACQUIRED OR PRODUCED SINCE THE BALANCE SHEET
DATE (NET OF ANY ADDITIONAL APPLICABLE RESERVES ESTABLISHED SINCE SUCH DATE IN
THE ORDINARY COURSE OF BUSINESS OF SELLERS) ARE IN GOOD CONDITION, CONFORM