FOR FAILURE TO WITHHOLD AND PAY APPLICABLE TAXES.
SELLER HAS
PAID IN FULL TO THE PURCHASED BUSINESS EMPLOYEES OR ADEQUATELY ACCRUED FOR IN
ACCORDANCE WITH GAAP ALL WAGES, SALARIES, COMMISSIONS, BONUSES, BENEFITS AND
OTHER COMPENSATION DUE TO OR ON BEHALF OF SUCH EMPLOYEES.
THERE IS NO CLAIM
AGAINST SELLER OR ANY OF ITS SUBSIDIARIES WITH RESPECT TO PAYMENT OF WAGES,
SALARY OR OVERTIME PAY THAT HAS BEEN ASSERTED IN WRITING SINCE JANUARY 1, 2005
OR IS NOW PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED WITH RESPECT TO ANY
PURCHASED BUSINESS EMPLOYEE.
(D)
WORKERS' COMPENSATION.
THERE ARE NO MATERIAL LIABILITIES, WHETHER
CONTINGENT OR ABSOLUTE, OF SELLER OR ANY OF ITS SUBSIDIARIES RELATING TO
WORKERS' COMPENSATION BENEFITS THAT ARE NOT FULLY INSURED AGAINST BY A BONA FIDE
THIRD-PARTY INSURANCE CARRIER.
(E)
WARN ACT.
IN THE THREE YEARS PRIOR TO THE DATE OF THIS AGREEMENT,
NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES HAS EFFECTUATED (I) A "PLANT CLOSING"
(AS DEFINED IN THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (THE "WARN
ACT") OR PURSUANT TO ANY SIMILAR STATE, LOCAL OR FOREIGN LEGAL REQUIREMENT)
AFFECTING ANY SITE OF EMPLOYMENT OR ONE OR MORE FACILITIES OR OPERATING UNITS
WITHIN ANY SITE OF EMPLOYMENT OR FACILITY OF SELLER OR ANY OF ITS SUBSIDIARIES
OR (II) A "MASS LAYOFF" (AS DEFINED IN THE WARN ACT, OR ANY SIMILAR STATE, LOCAL
OR FOREIGN LAW) AFFECTING ANY SITE OF EMPLOYMENT OR FACILITY OF SELLER OR ANY OF
ITS SUBSIDIARIES.
26
3.16
INTELLECTUAL PROPERTY.
(A)
SCHEDULE 3.16(A) HERETO SETS FORTH A CORRECT AND COMPLETE LIST OF
ALL INTELLECTUAL PROPERTY ASSETS OWNED BY SELLER OR ANY OF ITS SUBSIDIARIES,
WHICH ASSETS ARE RELATED TO OR USED IN CONNECTION WITH THE PURCHASED BUSINESS AS
CONDUCTED AT ANY TIME FROM AND AFTER JANUARY 1, 2002, WHICH ASSETS ARE
REGISTERED, OR FOR WHICH AN APPLICATION FOR REGISTRATION IS PENDING, WITH ANY
GOVERNMENTAL ENTITY IN THE NAME OF SELLER OR ANY OF ITS SUBSIDIARIES OR
BENEFICIALLY OWNED BY SELLER (IN WHICH CASE, SCHEDULE 3.16(A) ALSO PROVIDES THE
NAME OF THE PERSON HOLDING RECORD TITLE UNDER SUCH REGISTRATION OR
APPLICATION).
SCHEDULE 3.16(A) ALSO SEPARATELY IDENTIFIES WITH AN ASTERISK (*)
EACH INTELLECTUAL PROPERTY ASSET LISTED THEREON THAT ALSO RELATES TO OR IS USED
IN THE RETAINED BUSINESS (SUCH MARKED ITEMS OF INTELLECTUAL PROPERTY, TOGETHER
WITH EACH INTELLECTUAL PROPERTY ASSET NOT LISTED ON SUCH SCHEDULE THAT RELATES
TO OR IS USED IN BOTH THE PURCHASED BUSINESS AND THE RETAINED BUSINESS, THE
"SHARED INTELLECTUAL PROPERTY").
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.16(B), (I) TO THE KNOWLEDGE OF
SELLER, SELLER'S AND ITS SUBSIDIARIES' OPERATION OF THE PURCHASED BUSINESS HAS
NOT INTERFERED WITH, INFRINGED UPON OR MISAPPROPRIATED ANY INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD-PARTY, AND (II) NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES
HAS RECEIVED ANY CHARGE, COMPLAINT, CLAIM, DEMAND, OR OTHER WRITTEN NOTICE
ALLEGING ANY SUCH INTERFERENCE, INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION
(INCLUDING ANY CLAIM THAT SELLER OR ANY OF ITS SUBSIDIARIES MUST LICENSE OR
REFRAIN FROM USING ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY).
(C)
EXCEPT AS SET