BEHALF OF ITS EMPLOYEES PROVIDED HOWEVER THAT MOREX'
EMPLOYEES HAVE UNTIL THE END OF A CALENDAR YEAR TO USE ACCRUED VACATION;
(5)
THERE IS NO CLAIM WITH RESPECT TO PAYMENT OF WAGES, SALARY OR
OVERTIME PAY THAT HAS BEEN ASSERTED OR IS NOW PENDING OR THREATENED BEFORE ANY
GOVERNMENTAL AUTHORITY WITH RESPECT TO ANY PERSONS CURRENTLY OR FORMERLY
EMPLOYED BY MOREX;
(6)
THERE IS NO CHARGE OR PROCEEDINGS WITH RESPECT TO A VIOLATION OF
ANY OCCUPATIONAL SAFETY OR HEALTH STANDARDS THAT HAS BEEN ASSERTED OR IS NOW
PENDING OR THREATENED WITH RESPECT TO MOREX; AND
(7)
THERE IS NO CHARGE OF DISCRIMINATION IN EMPLOYMENT OR EMPLOYMENT
PRACTICES, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AGE, GENDER, RACE,
RELIGION OR OTHER LEGALLY PROTECTED CATEGORY, WHICH HAS BEEN ASSERTED AND NOT
SETTLED OR IS NOW PENDING OR THREATENED BEFORE THE UNITED STATES EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION, OR ANY OTHER GOVERNMENTAL AUTHORITY IN ANY
JURISDICTION IN WHICH MOREX HAS EMPLOYED OR CURRENTLY EMPLOYS ANY PERSON.
4.17
Employees and Related Agreements; ERISA.
(A)
SCHEDULE 4.17 CONTAINS A TRUE AND COMPLETE LIST OF EACH EMPLOYEE
PLAN AND EACH EMPLOYEE AGREEMENT OF MOREX.
MOREX HAS NO PLAN OR COMMITMENT,
WHETHER LEGALLY BINDING OR NOT, TO ESTABLISH ANY NEW EMPLOYEE PLAN, TO ENTER
INTO ANY EMPLOYEE AGREEMENT OR TO MODIFY OR TO TERMINATE ANY EMPLOYEE PLAN OR
EMPLOYEE AGREEMENT (EXCEPT TO THE EXTENT REQUIRED BY LAW AS PREVIOUSLY DISCLOSED
TO THK, OR AS REQUIRED BY THIS AGREEMENT), OR HAS ANY INTENTION TO DO ANY OF THE
FOREGOING BEEN COMMUNICATED TO EMPLOYEES.
(B)
MOREX HAS PROVIDED TO THK (1) CURRENT, TRUE AND COMPLETE COPIES OF
EACH EMPLOYEE PLAN AND EACH EMPLOYEE AGREEMENT, INCLUDING ALL AMENDMENTS
THERETO, AND TRUST OR FUNDING AGREEMENTS WITH RESPECT THERETO, (2) THE TWO MOST
RECENT ANNUAL ACTUARIAL VALUATIONS, IF ANY, PREPARED FOR EACH EMPLOYEE PLAN,
(3) THE TWO MOST RECENT ANNUAL REPORTS (SERIES 5500 AND ALL SCHEDULES THERETO),
IF ANY, REQUIRED UNDER ERISA IN CONNECTION WITH EACH EMPLOYEE PLAN OR RELATED
TRUST, (4) A STATEMENT OF ALTERNATIVE FORM OF COMPLIANCE PURSUANT TO DEPARTMENT
OF LABOR REGULATION §2520.104-23, IF ANY, FILED FOR EACH EMPLOYEE PLAN WHICH IS
AN "EMPLOYEE PENSION BENEFIT PLAN" AS DEFINED IN SECTION 3(2) OF ERISA FOR A
SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES, (5) THE MOST RECENT
DETERMINATION LETTER RECEIVED FROM THE IRS, IF ANY, FOR EACH EMPLOYEE PLAN AND
RELATED TRUST WHICH IS INTENDED TO SATISFY THE REQUIREMENTS OF SECTION 401(A) OF
THE CODE, (6) IF THE EMPLOYEE PLAN IS FUNDED, THE MOST RECENT ANNUAL AND
PERIODIC ACCOUNTING OF EMPLOYEE PLAN ASSETS, AND (7) THE MOST RECENT SUMMARY
PLAN DESCRIPTION TOGETHER WITH THE MOST RECENT SUMMARY OF MATERIAL
MODIFICATIONS, IF ANY, REQUIRED UNDER ERISA WITH RESPECT TO EACH EMPLOYEE PLAN.
(C)
EXCEPT TO THE EXTENT ANY ACTION DOES NOT HAVE A MATERIAL ADVERSE
EFFECT ON MOREX (1) MOREX HAS PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS
REQUIRED TO BE PERFORMED BY IT UNDER EACH EMPLOYEE PLAN AND EMPLOYEE AGREEMENT
AND IS NOT IN DEFAULT UNDER OR IN VIOLATION OF