SECTION 3.16 Employment Arrangements.
(a) Neither the Company nor any Subsidiary has any obligation or
liability, contingent or other, under any Employment Arrangement, other than
those listed or described in Section 3.16(a) of the Company Disclosure Schedule.
Except as described in Section 3.16(a) of the Company Disclosure Schedule, (i)
none of the employees of the Company or any Subsidiary is now, or, to the
Company's knowledge, information and belief, during the past five (5) years has
been, represented by any labor union or other employee collective bargaining
organization, or are now, or, to the Company's knowledge, information and belief
during the past five (5) years have been, parties to any labor or other
collective bargaining agreement, (ii) there are no pending grievances, disputes
or controversies with any union or any other employee or collective bargaining
organization of such employees, or threats of strikes, work stoppages or
slowdowns or any pending demands for collective bargaining by any union or other
such organization, and (iii) neither the Company or any Subsidiaries nor any of
their employees is now, or, to the Company's knowledge, information and belief,
during the past five (5) years has been, subject to or involved in or, to the
Company's knowledge, information and belief, threatened with, any union
elections, petitions therefore or other organizational or recruiting activities.
The Company and each Subsidiary have performed all obligations required to be
performed under all Employment Arrangements and are not in breach or violation
of or in default or arrears under any of the terms, provisions or conditions
thereof. Section 3.16(a) of the Company Disclosure Schedule sets forth the basis
of funding, and the current status of, any past service liability with respect
to each Employment Arrangement to which the same is applicable.
(b) Except as set forth on Schedule 3.16(b), no employee shall accrue
or receive additional benefits, service or accelerated rights to payments of
benefits under any Employment Arrangement, including the right to receive any
parachute payment, as defined in Section 280G of the Code, or become entitled to
severance, termination allowance or similar payments as a result, directly or
indirectly, of the transactions contemplated by this Agreement.
(c) The Company considers its and each of its Subsidiaries'
relationships with employees to be good.
SECTION 3.17 Material Agreements.
(a) Listed on Section 3.17(a) of the Company Disclosure Schedule are
all Material Agreements relating to the ownership or operation of the business
and property of the Company or any of its Subsidiaries presently held or used by
the Company or any such Subsidiary or to which the Company or any such
Subsidiary is a party or to which it or any of its property is subject or bound.
True, accurate and complete copies of each of the Material Agreements have been
furnished by the Company to Key (or true, accurate and complete descriptions
thereof have been set forth in Section 3.17(a) of the Company Disclosure
Schedule, if any such Material Agreements are oral). All of the Material
Agreements are valid, binding and legally enforceable obligations of the parties
thereto, and the Company or one of its Subsidiaries is validly and lawfully
operating its business and owning its property under each of the Material
Agreements. The Company and each Subsidiary have duly complied with all of the
terms and conditions of each Material Agreement and have not done or performed,
or failed to do or perform (and there is no pending or, to the knowledge,
information and belief of the Company, threatened Claim that the Company or any
Subsidiary has not so complied, done and performed or fail to do and perform)
any act which would invalidate or provide grounds for the other party thereto to
terminate (with or without notice, passage of time or both) such Material
Agreement or impair the rights or benefits, or increase the costs, of the
Company or any Subsidiary, under any of the Material Agreements.