STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR
AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY.
3.11
LIABILITIES.
NEITHER THE TRANSFERRED ASSETS NOR THE TRANSFERRED
BUSINESS ARE SUBJECT TO ANY OUTSTANDING CLAIMS, LIABILITIES OR INDEBTEDNESS,
ACCRUED, CONTINGENT OR OTHERWISE, AND WHETHER
DUE OR TO BECOME DUE, EXCEPT
PURSUANT TO THE ASSUMED CONTRACTS.
3.12
COMPLIANCE WITH LAW
SCHEDULE 3.12 SETS FORTH ALL PERMITS POSSESSED
BY SELLER AND ASSIGNED BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSFERRED
BUSINESS.
SELLER HOLDS ALL PERMITS NECESSARY FOR THE LAWFUL CONDUCT OF THE
TRANSFERRED BUSINESS IN THE JURISDICTIONS IN WHICH SELLER CONDUCTS BUSINESS, AND
IS IN COMPLIANCE WITH THE TERMS OF SUCH PERMITS, EXCEPT TO THE EXTENT THAT THE
FAILURE TO HOLD SUCH PERMITS OR COMPLY WITH THE TERMS OF SUCH PERMITS COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SELLER IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND IS NOT IN MATERIAL VIOLATION OF,
ANY LAW.
NO INVESTIGATION OR REVIEW BY ANY GOVERNMENTAL AUTHORITY WITH RESPECT
TO SELLER IS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED, NOR, TO THE
KNOWLEDGE OF SELLER, HAS ANY GOVERNMENTAL AUTHORITY INDICATED AN INTENTION TO
CONDUCT THE SAME, NOR IS SELLER SUBJECT TO ANY CONSENT DECREE.
3.13
SELLER EMPLOYEES.
SCHEDULE 3.13 SETS FORTH A CORRECT AND COMPLETE
LISTING OF ALL EMPLOYEES OF SELLER EMPLOYED IN CONNECTION WITH THE TRANSFERRED
BUSINESS (THE "SELLER EMPLOYEES").
NO SELLER EMPLOYEE IS IN MATERIAL VIOLATION
OF ANY TERM OF ANY EMPLOYMENT CONTRACT, PATENT DISCLOSURE AGREEMENT,
NON-COMPETITION AGREEMENT, OR ANY RESTRICTIVE COVENANT TO SELLER OR ANY FORMER
EMPLOYER RELATING TO (A) THE RIGHT OF ANY SUCH SELLER EMPLOYEE TO BE EMPLOYED BY
SELLER OR PURCHASER BECAUSE OF THE NATURE OF THE BUSINESS CONDUCTED BY SELLER OR
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PURCHASER OR (B) THE USE OF TRADE SECRETS OR PROPRIETARY INFORMATION OF OTHERS.
THE SELLER IS NOT A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT WITH ANY LABOR
UNION AND THE SELLER HAS NO KNOWLEDGE OF ANY CURRENT UNION ORGANIZING ACTIVITY
AMONG ITS EMPLOYEES.
THERE ARE NO LABOR PRACTICE COMPLAINTS AGAINST THE SELLER
PENDING BEFORE ANY AGENCY IN CONNECTION WITH THE VIOLATION OF ANY LAW RESPECTING
EMPLOYMENT, EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT OR WAGES
AND HOURS OR ENGAGING IN ANY UNLAWFUL LABOR PRACTICES.
WAGES, VACATION PAY,
BONUSES, BENEFITS, AND COMMISSIONS EARNED BY EMPLOYEES UP TO THE CLOSING DATE
AND ALL PENSION PLAN CONTRIBUTIONS, WORKERS COMPENSATION PREMIUMS AND OTHER
AMOUNTS REQUIRED TO BE WITHHELD AND/OR PAID BY THE SELLER IN RESPECT OF THE
SELLER EMPLOYEES UP TO THE CLOSING DATE WILL BE PAID BY THE SELLER UP TO AND
INCLUDING THE CLOSING DATE.
PURCHASER SHALL NOT BE LIABLE FOR ANY AMOUNTS TO
WHICH SELLER EMPLOYEES ARE OR MAY BE ENTITLED IN CONNECTION WITH THEIR
EMPLOYMENT WITH SELLER.
3.14
FEES AND EXPENSES OF BROKERS AND OTHERS.
SELLER (A) IS NOT
DIRECTLY OR INDIRECTLY OBLIGATED TO PAY ANY BROKERS' OR FINDERS' FEES OR ANY
SIMILAR FEES IN CONNECTION WITH THE TRANSACTIONS, AND (B) HAS NOT RETAINED ANY
OTHER