|
treatment,storage,disposal,handling, Release,or Remediation of Hazardous Materials;or(D)exposure of
<br /> Persons to Hazardous Materials;and(v)"Remediation"means(A)any remedial action, remedy,response,
<br /> or removal action as those terms are defined in 42 U.S.C. § 9601 and(B)any corrective action as that term
<br /> has been construed pursuant to 42 U.S.C. § 6924.
<br /> (c) Without limiting the forgoing, neither Seller has and, to Sellers' knowledge, no other
<br /> Person for whose conduct any Seller may be held responsible has (i) designed, assembled, fabricated,
<br /> produced, constructed, manufactured, sold, shipped for sale, distributed or otherwise prepared,handled, or
<br /> installed product (A) that contained or contains asbestos ("Asbestos Products") or (B) used for or in
<br /> connection with sandblasting or other activities involving respirable crystalline silica("Silica Products"),
<br /> (ii) entered into any agreement to indemnify, defend, or hold harmless any other Person for liabilities
<br /> allegedly arising from or in any way relating to Asbestos Products or Silica Products, or(iii) received any
<br /> notice of a claim or demand asserting that any Seller or any other such person for whose conduct any Seller
<br /> may be held responsible may be liable for any damages arising from injuries related to or arising out of
<br /> Asbestos Products or Silica Products. There are no underground storage tanks, open or closed pits, sumps,
<br /> or other containers on or under any Owned Real Property.
<br /> SECTION 3.16. Labor Matters. Except to the extent expressly set forth on Schedule 3.16, with
<br /> respect to the Business neither Seller is, nor has any Seller been in the past five (5) years, (a) a party to a
<br /> collective bargaining agreement with any union or labor organization or (b) otherwise obligated to
<br /> recognize,or bargain with,any union or labor organization. With respect to the Business,no employees of
<br /> any Seller are,or have in the past five(5)years been,represented by a collective bargaining representative.
<br /> No organization or representation question is threatened or pending with respect to the employees of either
<br /> Seller employed or providing services to the Business, and no such question has been raised with respect
<br /> to any Seller in the past three(3)years. There are no pending or threatened claims against either Seller,or
<br /> any employee of either Seller, under any Laws governing or relating to employment discrimination,
<br /> employment eligibility,affirmative action,employee benefits, wrongful termination,sexual harassment,or
<br /> wages and hours,or otherwise with respect to employer practices liability; and no basis exists for any such
<br /> claims. Schedule 3.16(a) sets forth a complete and accurate list of the names of all current employees of
<br /> each Seller(or an affiliate of Seller who works in the Business) who are employed in or provide services
<br /> to the Business, specifying their titles,positions, and descriptions of the areas of their responsibilities with
<br /> respect to the Business, exempt classification status, and their salaries or hourly rate, as applicable, dates
<br /> of hire,business locations,commissions,bonuses,and incentive entitlements. Schedule 3.1 6(b)contains a
<br /> complete and accurate list of all independent contractors used by the Business as of the date hereof(or
<br /> within the prior twelve(l 2)months),specifying the name of the independent contractor,type of labor, fees
<br /> paid to such independent contractor for calendar years 2020 and 2021, work location, and address. Each
<br /> employee and independent contractor listed or required to be listed in Schedule 3.16(a)or(b�(as applicable)
<br /> has the requisite Permits required to provide the services such employee or independent contractor provides
<br /> to the Business. The Transactions will not result (either alone or in combination with any other event) in
<br /> (i)any payment of,or increase in,remuneration,or benefits,to any employee,officer,director,or consultant
<br /> of either Seller (or any affiliate of Seller), or (ii) the acceleration of the vesting, funding, or time of any
<br /> payment or benefit to any employee, officer, director, or consultant of either Seller(or affiliate of Seller).
<br /> No Seller has received any complaints or claims from any Person alleging failure to provide a safe working
<br /> environment, required leave, and/or any accommodation related to COVID-19.
<br /> SECTION 3.17. Taxes.
<br /> (a) For the purpose of this Agreement, "Tax" means any federal, state, local, or foreign
<br /> income, gross receipts, franchise, estimated, alternative minimum, add on minimum, sales, use, transfer,
<br /> real property gains, registration, value added, excise, stamp, occupation, windfall profits, real property,
<br /> personal property, capital stock, social security (or similar), unemployment, disability, payroll, license,
<br /> 16
<br />
|