OR WHOSE HOURS OF WORK HAVE BEEN
REDUCED BY MORE THAN FIFTY PERCENT (50%) IN THE SIX (6) MONTHS PRIOR TO THE
EXECUTION DATE: (I) THE DATE OF SUCH TERMINATION, LAYOFF OR REDUCTION IN HOURS;
(II) THE REASON FOR SUCH TERMINATION, LAYOFF OR REDUCTION IN HOURS; AND (III)
THE LOCATION TO WHICH THE EMPLOYEE WAS ASSIGNED.
(C)
SELLER HAS NOT VIOLATED, AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT VIOLATE, THE WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT (THE "WARN ACT") OR ANY SIMILAR STATE OR LOCAL LAW.
(D)
TO SELLER'S KNOWLEDGE, NO EMPLOYEE, CONSULTANT, OR CONTRACTOR ENGAGED IN
THE BUSINESS IS BOUND BY ANY CONTRACT THAT PURPORTS TO LIMIT THE ABILITY OF SUCH
EMPLOYEE, CONSULTANT, OR CONTRACTOR (I) TO ENGAGE IN OR CONTINUE OR PERFORM ANY
CONDUCT, ACTIVITY, DUTIES OR PRACTICE RELATING TO THE BUSINESS OR (II) TO ASSIGN
TO SELLER OR TO ANY OTHER PERSON ANY RIGHTS TO ANY INVENTION, IMPROVEMENT, OR
DISCOVERY.
NO FORMER OR CURRENT EMPLOYEE OF THE BUSINESS IS A PARTY TO, OR IS
OTHERWISE BOUND BY, ANY CONTRACT THAT IN ANY WAY ADVERSELY AFFECTED, AFFECTS, OR
WILL AFFECT THE ABILITY OF BUYER TO CONDUCT THE BUSINESS AS HERETOFORE CARRIED
ON BY SELLER.
(E)
SELLER IS NOT A PARTY TO OR BOUND BY ANY COLLECTIVE BARGAINING CONTRACT
RELATING TO THE BUSINESS, NOR HAS IT EXPERIENCED ANY STRIKES, GRIEVANCES, CLAIMS
OF UNFAIR LABOR PRACTICES, OR OTHER COLLECTIVE BARGAINING DISPUTES RELATING TO
THE BUSINESS.
SELLER HAS NOT COMMITTED ANY UNFAIR LABOR PRACTICE (AS DETERMINED
UNDER ANY LAW) RELATING TO THE BUSINESS.
SELLER HAS NO KNOWLEDGE OF ANY
ORGANIZATIONAL EFFORT CURRENTLY BEING MADE OR THREATENED BY OR ON BEHALF OF ANY
LABOR UNION WITH RESPECT TO ANY PERSONS EMPLOYED FOR THE BUSINESS.
(F)
THE BUSINESS IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL CURRENTLY
APPLICABLE LAW RESPECTING TERMS AND CONDITIONS OF EMPLOYMENT INCLUDING, WITHOUT
LIMITATION, APPLICANT AND EMPLOYEE BACKGROUND CHECKING, IMMIGRATION LAWS,
DISCRIMINATION LAWS, VERIFICATION OF EMPLOYMENT ELIGIBILITY, EMPLOYEE LEAVE
LAWS, CLASSIFICATION OF WORKERS AS EMPLOYEES AND INDEPENDENT CONTRACTORS, WAGE
AND HOUR LAWS, AND OCCUPATIONAL SAFETY AND HEALTH LAWS.
THERE ARE NO ACTIONS
PENDING OR, TO THE SELLER'S KNOWLEDGE, REASONABLY EXPECTED OR THREATENED,
BETWEEN THE BUSINESS, ON THE ONE HAND, AND ANY OR ALL OF ITS CURRENT OR FORMER
EMPLOYEES, ON THE OTHER HAND, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR
ACTUAL OR ALLEGED HARASSMENT OR DISCRIMINATION BASED ON RACE, NATIONAL ORIGIN,
AGE, SEX, SEXUAL ORIENTATION, RELIGION, DISABILITY, OR SIMILAR TORTIOUS CONDUCT,
BREACH OF CONTRACT, WRONGFUL TERMINATION, DEFAMATION, INTENTIONAL OR NEGLIGENT
INFLICTION OF EMOTIONAL DISTRESS, INTERFERENCE WITH CONTRACT OR INTERFERENCE
WITH ACTUAL OR PROSPECTIVE ECONOMIC ADVANTAGE.
THERE ARE NO CLAIMS PENDING, OR,
TO THE SELLER'S
18
KNOWLEDGE, REASONABLY EXPECTED OR THREATENED, AGAINST THE BUSINESS UNDER ANY
WORKERS' COMPENSATION OR LONG TERM DISABILITY PLAN OR POLICY.
6.17
Employee Benefits.
Schedule 6.17 lists each "employee benefit plan" within the meaning of Section
3(3) of ERISA, "multiemployer plan" within the meaning of Section 3(37) of
ERISA, non-qualified deferred compensation plan, qualified defined contribution
retirement plan, qualified defined