SECURITIES PURCHASE
AGREEMENT
AND PLAN OF
REORGANIZATION
THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF
REORGANIZATION (the “ Agreement ”) is entered
into effective as of January 9, 2007 by and among Advanced Plant
Pharmaceuticals, Inc. a Delaware corporation (the “
Company ”), World Health Energy, Inc., a Delaware
corporation (the “ Target ”), and the
stockholders of Target (the “ Selling Stockholders
”) listed on Exhibit A attached hereto.
R E C I T A L
S
A. The Company
has authorized capital stock consisting of 880,000,000 shares of
common stock (“ Common Stock ”), $0.0007 par
value, of which 798,157,996 shares are issued and outstanding and
10,000,000 shares of preferred stock, par value $0.0007 (“
Preferred Stock ”), of which 5,000,000 shares have
been designated as Series A Preferred Stock, par value $0.0007 (the
“ Series A Preferred ”) of which 5,000,000
shares are issued and outstanding.
B. Target has
authorized capital stock consisting of 1,000 shares of common
stock, no par value, of which 100 shares (the “ Target
Shares ”) are issued and outstanding and held by the
Selling Stockholders. Target is a renewable energy company focused
on developing and producing alternative fuels in biodiesel
production plans (the “ Business ”)
C. The Selling
Stockholders wish to sell, and the Company wishes to purchase, all
of the Target Shares on the Closing Date (as defined below), in
exchange for 55,000,000 shares of the Company’s Common Stock
(the “ Shares ”) as more particularly set forth
below.
A G R E E M E N
T
1. Securities
Purchase and Reorganization
1.1
Agreement to Exchange Securities . Subject to the terms and
upon the conditions set forth herein, each Selling Stockholder
agrees to sell, assign, transfer and deliver to the Company, and
the Company agrees to purchase from each Selling Stockholder, the
Target Shares owned by the respective Selling Stockholder as set
forth on Exhibit A attached hereto, in exchange for the transfer,
by the Company to each Selling Stockholder a pro rata share of the
Shares, as follows: (i) 5,000,000 Shares transferred to the Selling
Stockholders at Closing (the “ Initial Shares ”)
and (ii) 50,000,000 Shares (the “ Remaining Shares
”) to be issued to the Selling Stockholders within 3 days of
the filing of an amendment to the Company’s Articles of
Incorporation with the Delaware Secretary of State (the “
Effective Date ”) to either (A) increase the
Company’s authorized Common Stock to at least 930,000,000 (a
“ Capitalization Increase ”) or (B) to
effectuate a reverse split of the Company’s Common Stock (the
“ Reverse Split ”). If the Company effects a
Reverse Split prior to any Capitalization Increase, the Remaining
Shares due Selling Stockholders shall be proportionately reduced to
give effect to the Reverse Split. For example, if the Company
effects a 1-for-10 Reverse Split, the Selling Stockholders would
receive 5,000,000 Remaining Shares. The Company is under no
obligation to take any action to effect either a Capitalization
Increase or a Reverse Split. The number of Shares that each Selling
Stockholder is entitled to receive as determined hereunder is set
forth opposite each Selling Stockholder’s name on Exhibit
A .
1.2.
Instruments of Transfer .
(a) Target
Shares . Each Selling Stockholder shall deliver to the Company
original certificates evidencing the Target Shares along with
executed stock powers, in form and substance satisfactory to the
Company, for purposes of assigning and transferring all of their
right, title and interest in and to the Target Shares. From time to
time after the Closing Date, and without further consideration, the
Selling Stockholders will execute and deliver such other
instruments of transfer and take such other actions as the Company
may reasonably request in order to facilitate the transfer to the
Company of the securities intended to be transferred
hereunder.
(b) The
Shares . The Company shall deliver to the Selling Stockholders
on (i) the Closing Date original certificates evidencing the
Initial Shares and (ii) after the Effective Date, the Remaining
Shares, in form and substance satisfactory to the Selling
Stockholders, in order to effectively vest in the Selling
Stockholders all right, title and interest in and to the Shares.
From time to time after the Closing Date, and without further
consideration, the Company will execute and deliver such other
instruments and take such other actions as the Selling Stockholders
may reasonably request in order to facilitate the issuance to them
of the Shares.
1.3
Closing . The closing (“ Closing ”) of
the exchange of the Target Shares and the Initial Shares shall take
place at the offices of Spectrum Law Group, LLP, 1900 Main Street,
Suite 125, Irvine, CA 92614 at 10:00 a.m., Pacific Daylight
Time, on the third (3 rd ) Business Day following the
satisfaction (or, to the extent permitted by Law, waiver by the
party or parties entitled to the benefits thereof) of the
conditions set forth in Sections 5.1 and 5.2 (other than those
conditions that by their nature are to be satisfied at the Closing,
but subject to the fulfillment or waiver of those conditions), or
at such other place, time and date as shall be agreed in writing by
the Company and the Target. The date on which the Closing occurs is
referred to in this Agreement as the “ Closing Date
.”
1.4 Tax Free
Reorganization . The parties intend that the transaction under
this Agreement qualify as a tax-free reorganization under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.
2.
Representations, Warranties and Covenants of the Selling
Stockholders . Each
Selling Stockholder severally represents, warrants and covenants to
and with the Company with respect to himself, as
follows:
2.1. Title to
Shares . Each Selling Stockholder is the sole record and
beneficial owner of the Target Shares held by such Selling
Stockholder, free and clear of all liens, encumbrances, equities,
assessments and claims, and that there are no warrants, options,
subscriptions, calls, or other similar rights of any kind for the
issuance or purchase of any of the Target Shares or other
securities of the Target held by such Selling Stockholder. Upon
delivery of the Target Shares by each Selling Stockholder and
payment of the Company Shares in full by the Company pursuant to
this Agreement, each Selling Stockholder will transfer to the
Company valid legal title to the Target Shares held by such Selling
Stockholder, free and clear of all restrictions, liens,
encumbrances, equities, assessments and claims (other than any
restrictions, liens, encumbrances, equities, assessments or claims
as may arise from or as a result of (i) restrictions under
applicable Federal and state securities laws, and (ii) any act or
omission of the Company).
2.2.
Authority Relative to this Agreement . Each Selling
Stockholder has all requisite individual or corporate power and
authority, as the case may be, to enter into and to carry out all
of the terms of this Agreement and all other documents executed and
delivered in connection herewith (collectively, the “
Documents ”). All individual or corporate action, as
the case may be, on the part of each Selling Stockholder necessary
for the authorization, execution, delivery and performance of the
Documents by such Selling Stockholder has been taken and no further
authorization on the part of such Selling Stockholder is required
to consummate the transactions provided for in the Documents. When
executed and delivered by each Selling Stockholder, the Documents
shall constitute the valid and legally binding obligation of such
Selling Stockholder, enforceable in accordance with their
respective terms, except as limited by applicable bankruptcy,
insolvency reorganization and moratorium laws and other laws
affecting enforcement of creditor’s rights generally and by
general principles of equity.
2.3.
Securities Matters .
(a)
Each Selling Stockholder understands that (i) the Shares have
not been registered or qualified under the Securities Act of 1933,
as amended (the “ Securities Act ”) or any state
securities or “blue sky” laws, on the ground that the
sale provided for in this Agreement and the issuance of the
securities hereunder is exempt from registration and qualification
under Sections 4(2) and 18 of the Securities Act, and (ii) the
Company’s reliance on such exemptions is predicated on the
each Selling Stockholder’s representations set forth
herein.
(b)
Each Selling Stockholder acknowledges that an investment in
the Company involves an extremely high degree of risk , lack
of liquidity and substantial restrictions on transferability and
that such Selling Stockholder may lose his, her or its entire
investment in the Shares.
(c)
The Company has made available to each Selling Stockholder or
the advisors of any such Selling Stockholder the opportunity to
obtain information to evaluate the merits and risks of the
investment in the Shares, and each Selling Stockholder has received
all information requested from the Company. Each Selling
Stockholder has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the
offering of the Shares and the business, properties, plans,
prospects, and financial condition of the Company and to obtain
additional information as such Selling Stockholder has deemed
appropriate for purposes of investing in the Shares pursuant to
this Agreement.
(d)
Each Selling Stockholder, personally or through advisors, has
expertise in evaluating and investing in private placement
transactions of securities of companies in a similar stage of
development to the Company and has sufficient knowledge and
experience in financial and business matters to assess the relative
merits and risks of an investment in the Company. In connection
with the purchase of the Shares, each Selling Stockholder has
relied solely upon independent investigations made by such Selling
Stockholder and has consulted such Selling Stockholder’s own
investment advisors, counsel and accountants. Each Selling
Stockholder has adequate means of providing for current needs and
personal contingencies, has no need for liquidity, and can sustain
a complete loss of the investment in the Shares.
(e)
The Shares which the Company is to issue hereunder will be
acquired for each Selling Stockholder’s own account, for
investment purposes, not as a nominee or agent, and not with a view
to or for sale in connection with any distribution of the Shares in
violation of applicable securities laws.
(f)
Each Selling Stockholder understands that no federal or state
agency has passed upon the Shares or made any finding or
determination as to the fairness of the investment in the
Shares.
(g)
Each Selling Stockholder is an “Accredited
Investor” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. Each Selling Stockholder
acknowledges that the Shares may be purchased only by persons who
come within the definition of an “Accredited Investor”
as that term is defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.
(h)
No Selling Stockholder has received any general solicitation
or general advertising concerning the Shares, nor is any Selling
Stockholder aware of any such solicitation or
advertising.
(i)
Each Selling Stockholder understands that the Shares will be
characterized as “restricted” securities under federal
securities laws inasmuch as they are being acquired in a
transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain
limited circumstances. Each Selling Stockholder agrees that such
Selling Stockholder will not sell all or any portion of the Shares
except pursuant to registration under the Securities Act or
pursuant to an available exemption from registration under the
Securities Act. Each Selling Stockholder understands and
acknowledges that all certificates representing the Shares shall
bear the following legend or a legend of similar import and that
the Company shall refuse to transfer the Shares except in
accordance with such restrictions:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER CERTAIN STATE SECURITIES LAWS. NO SALE
OR TRANSFER OF THESE SHARES MAY BE MADE IN THE ABSENCE OF (1) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) AN OPINION OF
COUNSEL THAT REGISTRATION UNDER THE ACT OR UNDER APPLICABLE STATE
SECURITIES LAWS IS NOT
REQUIRED IN
CONNECTION WITH SUCH PROPOSED SALE OR TRANSFER.”
2.4. Full
Disclosure . No representations or warranties made by any
Selling Stockholder in this Agreement, in any of the exhibits or
schedules attached to this Agreement, or in the schedules attached
hereto, or in any other statements furnished or to be furnished by
the such Selling Stockholder to the Company pursuant to this
Agreement contains any untrue statement of a material fact or omits
to state a material fact necessary to make any statement contained
herein or therein not misleading. Copies of all documents
heretofore or hereafter delivered or made available to the Company
by any Selling Stockholder pursuant hereto were or will be complete
and accurate records of such documents.
3.
Representations, Warranties and Covenants of the Target and
the Selling Stockholders . The Target and each Selling Stockholder
jointly and severally represents, warrants and covenants to the
Company as follows (exceptions to the following representations and
warranties shall be set forth on Schedules 3.1 through 3.22, which
collectively are referred to as the “ Disclosure
Schedule ”):
3.1.
Authority Relative to this Agreement . The Target has all
requisite corporate power and authority to enter into and to carry
out all of the terms of this Agreement and all other documents
executed and delivered in connection herewith (collectively, the
“ Documents ”). All corporate action on the part
of the Target necessary for the authorization, execution, delivery
and performance of the Documents by the Target has been taken and
no further authorization on the part of the Target is required to
consummate the transactions provided for in the Documents. When
executed and delivered by the Target, the Documents shall
constitute the valid and legally binding obligation of the Target,
enforceable in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency reorganization and
moratorium laws and other laws affecting enforcement of
creditor’s rights generally and by general principles of
equity.
3.2.
Capitalization of the Target . The authorized capital stock
of the Target consists of 1,000 shares of common stock, no par
value (the “ Target Common Stock ”), of which
100 shares are issued and outstanding. All issued and outstanding
shares of Target Common Stock are duly authorized, validly issued,
fully paid and nonassessable, and are held of record by the Selling
Stockholders. There are no outstanding options, warrants, rights,
subscriptions, calls, contracts or other agreements to issue,
purchase or acquire, or securities convertible into, shares of
capital stock or other securities of any kind representing an
ownership interest in the Target and no Selling Stockholder is a
party to any proxy, voting trust or other agreements with respect
to the voting of the Target Common Stock.
3.3.
Subsidiaries . Target has, and as of the Closing Date will
have, no subsidiaries.
3.4.
Organization and Standing . The Target is a corporation duly
organized, validly existing and in good standing under the laws of
its state or jurisdiction of Delaware and is duly qualified or
registered to do business as a foreign corporation and is in good
standing in each jurisdiction in which the character of the
business conducted by it or the location of the properties owned or
leased by it makes such qualification necessary and where the
failure to be so qualified would have a material adverse effect on
the Target. The Target has the full corporate power and
authority to own or lease and operate its properties and to carry
on its business as now being conducted.
3.5. No
Default or Legal Restrictions . The Target is not in violation
of its articles of incorporation, bylaws or other governing
documents. The Target is not in default under, or in breach of any
term or provision of, any contract, agreement, lease, license,
commitment, mortgage, indenture, bond, note, instrument or other
obligation set forth on Schedule 3.22 (each a “
Contract ”) where such default or breach would have a
material adverse effect on the Target. The execution and delivery
of this Agreement by the Target and the Selling Stockholders and
the consummation of the transactions contemplated hereby do not and
will not violate the articles of incorporation, bylaws or other
governing documents of the Target, and, except where any such
conflict, breach, default or violation would not have a material
adverse effect on the Target, the execution and delivery of this
Agreement by the Target and the Selling Stockholders and the
consummation of the transactions contemplated hereby do not and
will not (a) conflict with or result in any breach of (or create in
any party the right to accelerate, terminate, modify or cancel) any
terms, conditions or provisions of, or constitute a default under,
or require the consent of any party to, or result in the imposition
of any lien or encumbrance upon any asset or property of the Target
pursuant to the terms and conditions of, any Contract to which the
Target or any Selling Stockholder is now a party or by which any of
them or any of their respective properties, assets or rights may be
bound or affected, (b) violate any provision of any law, rule or
regulation of any administrative agency or governmental body, or
any order, writ, injunction or decree of any court, administrative
agency, governmental body or arbitrator, or (c) require any filing
with, or license, permit, consent or other governmental approval
of, any federal, state or local governmental body or governmental
agency (including, without limitation, the Securities and Exchange
Commission, other than the filing of a From D and similar state
securities laws filings.)
3.6.
Compliance with Law . The Target is not in violation of any
federal, state, local or foreign law, ordinance, regulation,
judgment, decree, injunction or order of any court or other
governmental entity. The Target has procured and are currently in
possession of all licenses, permits and other governmental
authorizations required by federal, state or local laws for the
operation of the business of the Target in each jurisdiction in
which the Target is currently conducting business, where the
failure to possess such licenses, permits and authorizations
would have a material adverse effect on the Target, and there is no
basis for revoking any such license, permit or other authorization.
Except as otherwise disclosed on Schedule 3.6 , such
licenses are in full force and effect and there is no basis for any
fines, penalties, or revocation of such licenses.
3.7.
Financial Statements .
(a) The Target
is currently having an accounting firm authorized to practice
before the Securities and Exchange Commission conduct an audit of
the balance sheet of the Target as of December 31, 2006, and the
related statements of operations, shareholders’ equity and
cash flows for the period from inception through December 31, 2006
(the “ Target Audited Financial Statements ”),
and such audit shall be completed in sufficient time to have the
Target Financial Statements to be filed as an exhibit to the
amendment of the Current Report on Form 8-K described in Section
6.4 hereof. The Target Audited Financial Statements will be true
and accurate, in accordance with the books and records of Target.
Except as disclosed therein, the Target Financial Statements
(i) will be in accordance with the books and records of the
Target and will be prepared in conformity with generally accepted
accounting principles (“ GAAP ”) consistently
applied for all periods, and (ii) will fairly present the
financial position of the Target as of the respective dates
thereof, and the results of operations, and changes in
shareholders’ equity and changes in cash flow for the periods
then ended, all in accordance with GAAP consistently applied for
all periods.
(b) Except as
set forth on the Target Audited Financial Statements, the Target
has no debt, liability or obligations of any nature, whether
accrued, absolute, contingent, or otherwise, whether due or to
become due and whether or not the amount hereof is readily
ascertainable, that will not be reflected as a liability in the
Target Audited Financial Statements or except for liabilities
incurred by the Target in the ordinary course of business,
consistent with past practices which are not otherwise prohibited
by, or in violation of, or which will not result in a breach of,
the representations, warranties, and covenants of the Target
contained in this Agreement. There will be no material loss
contingencies (as such term is used in Statement of Financial
Accounting Standards No. 5 (“ FAS No. 5 ”)
issued by the Financial Accounting Standards Board (the “
FASB ”) which will not be adequately provided for in
the Target Audited Financial Statements as required by FAS No.
5.
3.8. Absence
of Undisclosed Liabilities . The Target does not have any
material liabilities, obligations or claims of any kind whatsoever
which are required to be set forth in financial statements prepared
in accordance with GAAP, whether secured or unsecured, accrued or
unaccrued, fixed or contingent, matured or unmatured, direct or
indirect, contingent or otherwise and whether due or to become due
(referred to herein individually as a “ Liability
” and collectively as “ Liabilities ”),
other than (a) Liabilities that are reserved for or disclosed in
the Target Audited Financial Statements, (b) Liabilities that are
set forth on Schedule 3.8 , (c) Liabilities incurred by the
Target in the ordinary course of business after the date of the
Target Audited Financial Statements (none of which results from,
arises out of, relates to, is in the nature of, or was caused by
any breach of contract, breach of warranty, tort, infringement or
violation of law), or (d) Liabilities for Contracts (other than any
express executory obligations that might arise due to any default
or other failure of performance by the Target prior to the Closing
Date).
3.9. Absence
of Material Adverse Changes . Since the date of the Target
Audited Financial Statements, there has not been any (a) material
adverse change in the business, operations, properties, condition
(financial or otherwise) of the Target, (b) damage, destruction or
loss, whether covered by insurance or not, materially and adversely
affecting the business, properties or condition (financial or
otherwise) of the Target, or (c) change by the Target in accounting
methods or principles used for financial reporting purposes, except
as required by a change in generally accepted accounting principles
and concurred with by the Target’s independent certified
public accountants.
(a) Schedule
3.10 contains a list of all real property owned by or leased to
the Target. Neither the Target nor any Selling Stockholder has
received any notification that there is any violation of any law,
ordinance or regulation with respect to such real property that
would result in a material fine or penalty or the abatement of
which would require a material capital expenditure.
(b)
The Target has good and marketable title to all real property
indicated on Schedule 3.10 as owned by the Target, subject
to (i) easements, servitudes and rights-of-way of record or in
actual or apparent use, (ii) any state of facts that a visual
inspection might reveal, (iii) rights of the public in any portion
of the premises that may fall in any public street, way or alley,
(iv) zoning laws, building laws and building restrictions of
record, (v) liens for current taxes not yet due and payable or
being contested in good faith by appropriate proceedings, (vi)
liens imposed by law incurred in the ordinary course of business
for obligations not yet due to carriers, warehousemen, laborers,
materialmen and the like, (vii) liens or imperfections of title
that do not materially detract or interfere with the present use or
value of such real property, and (viii) mortgages, liens,
encumbrances, claims or restrictions, if any, that do not
materially detract from or interfere with the present use or value
of such real property.
(c)
There are no pending or threatened condemnation proceedings
relating to any real property owned by or leased to the Target, or
other matters affecting materially or adversely the current use,
occupancy, or value of any such real property.
(d)
There are no leases, subleases, licenses, material
concessions, or other material agreements, written or oral granting
to any party or parties the right of use or occupancy of any
portion of any real property owned by the Target.
(e)
There are no outstanding options or rights of first refusal
to purchase any of the real property owned by the Target, or any
portion thereof or interest therein.
(f)
The leases relating to the real property leased by the Target
or any of the Subsidiaries are valid and in full force and there
does not exist any default thereunder that materially detracts from
or interferes with the present use or value of such real
property.
3.11. Tangible
Personal Property .
(a)
The Target has good and marketable title to all tangible
personal property it purports to own as of the date of the Target
Audited Financial Statements (except for personal property sold or
otherwise disposed of since the date of the Target Audited
Financial Statements in the ordinary course of business), free and
clear of all mortgages, liens, encumbrances, claims or restrictions
other than (i) liens for current taxes not due and payable or being
contested in good faith by appropriate proceedings, (ii) liens
imposed by law and incurred in the ordinary course of business for
obligations not yet due to carriers, warehousemen, laborers,
materialmen and the like, and (iii) mortgages, liens, encumbrances,
claims or restrictions, if any, that do not materially detract from
or interfere with the present use or value of such personal
property.
(b)
All leases relating to personal property are valid and in
full force and there does not exist any default thereunder where
such default would materially detract from or interfere with the
present use or value of such personal property.
3.12.
Intellectual Property Rights . Schedule 3.12 contains
a list of all patents, trademarks, trade names, corporate names,
service marks, computer software, customer lists, processes,
know-how and trade secrets (collectively, the “
Intellectual Property ”) used in or necessary for the
conduct of the business of the Target or any of the Subsidiaries as
currently conducted. The Target owns, or is licensed to use, all of
the Intellectual Property. No claim has been asserted or threatened
by any person with respect to the use of such Intellectual Property
or challenging or questioning the validity or effectiveness of any
such license or agreement with respect thereto, and the use of such
Intellectual Property by the Target does not infringe on the rights
of any other person.
(a)
The Target has filed all material returns, declarations,
reports, claims for refund, or information returns or statements
relating to any Federal, State, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, custom
duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property,
personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty or addition thereto
whether disputed or not (individually, a “ Tax ”
and, collectively, “ Taxes ”), and further
including any schedule or attachment thereto, and any amendment
thereof, that the Target and the Subsidiaries were required to file
under any Federal, State, local, or foreign laws (individually, a
“ Tax Return ” and, collectively, “ Tax
Returns ”). All such Tax Returns were correct and
complete in all material respects. All Taxes owed by the Target
have been paid when due or adequate provision has been made
therefore in the applicable financial statements. There are no
security interests or liens on any of the assets or the stock or
other securities of the Target that arose in connection with any
failure (or alleged failure) to pay any Tax.
(b)
The Target has withheld and paid all Taxes required by law to
have been withheld and paid in connection with amounts paid or
owing to any employee, commissioned agent, creditor, stockholder,
or other third party.
(c)
There is no dispute or claim concerning any Tax liability of,
or attributable to, the Target (including, without limitation, any
dispute or claim with respect to any jurisdiction in which the
Target do not currently file Tax Returns) either (i) claimed or
raised by any authority in writing, or (ii) as to which the Target
or any Selling Stockholder has knowledge.
(d)
The Target has not waived or extended any statute of
limitations in respect of any assessment or collection of Taxes or
any alleged, proposed or actual deficiency in Taxes or agreed to
any extension of time with respect to the filing of any Tax
Return.
(e)
The Target has not filed a consent under Section 341(f) of
the Internal Revenue Code (the “ Code
”).
(f)
The Target has not made any payments, or is obligated to make
payments, and is not a party to any agreement that under certain
circumstances could obligate it to make any payments that will not
be deductible under Section 280G of the Code.
(g)
The Target has no liability for the Taxes of any person or
entity other than the Target (i) under Section 1.1502-6 of the
Treasury Regulations (or any similar provision of State, local or
foreign law), (ii) as a transferee or successor, (iii) by contract,
or (iv) otherwise.
3.14.
Litigation . Other than as set forth on Schedule 3.14
, there is no legal, administrative, arbitration or other
proceeding, suit, claim or action of any nature or investigation,
review or audit of any kind pending or threatened against or
involving the Target or its assets or properties.
3.15. Employee
Benefit Plans .
(a)
The Target has complied in all material respects with all
applicable laws relating to the employment of labor, including,
without limitation, the Employee Retirement Income Security Act of
1974, as amended (“ ERISA ”), and those relating
to wage, hours, collective bargaining, unemployment insurance,
workers’ compensation, equal employment opportunity and the
payment of withholding taxes, including income and social security
taxes, and has withheld (and paid over to the appropriate
authorities) all amounts required by law or agreement to be held
from the wages or salaries of its employees.
(b)
With respect to each employee welfare benefit plan of the
Target or any of the Subsidiaries, as defined in Section 3(1) of
ERISA (a “ Welfare Plan ”), and any deferred
benefit plan of the Target, as defined in Section 3(2) of ERISA (a
“ Pension Plan ”), there
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