SELLER'S EMPLOYEES.
THERE IS NO UNFAIR LABOR PRACTICE CHARGE OR COMPLAINT
AGAINST SELLER PENDING BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER
GOVERNMENTAL AGENCY ARISING OUT OF SELLER'S ACTIVITIES, AND SELLER HAS NO
KNOWLEDGE OF ANY FACTS OR INFORMATION WHICH WOULD GIVE RISE THERETO; THERE IS NO
LABOR STRIKE OR LABOR DISTURBANCE PENDING OR, TO THE KNOWLEDGE OF SELLER,
THREATENED AGAINST SELLER NOR IS ANY GRIEVANCE CURRENTLY BEING ASSERTED AGAINST
SELLER; AND SELLER HAS NOT EXPERIENCED A WORK STOPPAGE OR OTHER LABOR
DIFFICULTY.
THERE ARE NO MATERIAL CONTROVERSIES PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED BETWEEN SELLER AND ANY OF ITS EMPLOYEES, AND SELLER IS NOT
AWARE OF ANY FACTS WHICH COULD REASONABLY RESULT IN ANY SUCH CONTROVERSY.
(B)
COMPLIANCE.
SELLER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE LEGAL REQUIREMENTS RESPECTING EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT, WAGES AND HOURS, EQUAL EMPLOYMENT OPPORTUNITY, AND THE
PAYMENT OF SOCIAL SECURITY AND SIMILAR TAXES AND, TO THE KNOWLEDGE OF SELLER, IS
NOT ENGAGED IN ANY UNFAIR LABOR PRACTICE.
SELLER IS IN COMPLIANCE WITH THE
IMMIGRATION REFORM AND CONTROL ACT OF 1986.
SELLER IS NOT LIABLE FOR ANY CLAIMS
FOR PAST DUE WAGES OR ANY PENALTIES FOR FAILURE TO COMPLY WITH ANY OF THE
FOREGOING.
SELLER HAS NOT EFFECTUATED (I) A "PLANT CLOSING" OR PARTIAL "PLANT
CLOSING" (AS DEFINED IN THE WARN ACT OR ANY SIMILAR LEGAL REQUIREMENT) AFFECTING
ANY SITE OF EMPLOYMENT OR ONE OR MORE FACILITIES OR (II) A "MASS LAYOFF" (AS
DEFINED IN THE WARN ACT OR ANY SIMILAR LEGAL REQUIREMENT) AFFECTING ANY SITE OF
EMPLOYMENT OR FACILITY OF SELLER.
(C)
SEVERANCE OBLIGATIONS.
SELLER HAS NOT ENTERED INTO ANY SEVERANCE,
"STAY-BONUS" OR SIMILAR ARRANGEMENT IN RESPECT OF ANY PRESENT OR FORMER EMPLOYEE
THAT WILL RESULT IN ANY OBLIGATION (ABSOLUTE OR CONTINGENT) OF PURCHASER TO MAKE
ANY PAYMENT TO ANY PRESENT OR FORMER EMPLOYEE FOLLOWING TERMINATION OF
EMPLOYMENT (VOLUNTARY OR INVOLUNTARY) OR UPON CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT (WHETHER OR NOT
EMPLOYMENT IS CONTINUED FOR ANY SPECIFIED PERIOD AFTER THE CLOSING DATE).
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT
NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WILL
RESULT IN THE ACCELERATION OR VESTING OF ANY OTHER RIGHTS OF ANY PERSON TO
BENEFITS UNDER ANY EMPLOYEE PLAN.
(D)
EMPLOYEES.
ATTACHED HERETO AS SECTION 3.12(D) OF THE DISCLOSURE
SCHEDULE IS A LIST OF THE NAMES OF ALL PRESENT EMPLOYEES.
SELLER HAS PROVIDED
PURCHASER WITH THE AMOUNT OF COMPENSATION CURRENTLY PAYABLE TO SUCH EMPLOYEES BY
SELLER.
3.13
Purchase Commitments and Outstanding Bids.
As of the date of this
Agreement, Seller has not entered into any Contracts for the purchase of
products or services by Seller in connection with the Business, other than in
the ordinary course of business, except for (a) contracts relating to the
retention of professional advisors for which Seller is solely responsible and
(b) other contracts involving the expenditure of not more than $100,000 in the
aggregate.
There are no obligations to