A
SIGNIFICANT PORTION OF THEIR TIME TO THE BUSINESS ("EMPLOYEES"), INCLUDING THE
DIRECT COMPENSATION (INCLUDING WAGES, SALARIES AND ACTUAL OR ANTICIPATED
BONUSES) TO BE PAID IN THE CURRENT FISCAL YEAR TO SUCH PERSONS.
NO UNPAID
SALARY, OTHER THAN FOR THE IMMEDIATELY PRECEDING PAY PERIOD AND OTHER THAN
PURSUANT TO THE EXISTING DEFERRED COMPENSATION PLANS OF SELLER, IS NOW PAYABLE
TO ANY OF SUCH EMPLOYEES.
SELLER (I) IS IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE FOREIGN, FEDERAL, PROVINCIAL AND LOCAL LAWS, RULES AND
REGULATIONS RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS, (II) HAS WITHHELD ALL AMOUNTS REQUIRED BY LAW OR
BY AGREEMENT TO BE WITHHELD FROM THE WAGES, SALARIES AND OTHER PAYMENTS TO ITS
EMPLOYEES, (III) IS NOT LIABLE FOR ANY ARREARS OF WAGES OR ANY TAXES OR ANY
PENALTY FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING, AND (IV) IS NOT LIABLE
FOR ANY PAYMENT TO ANY TRUST OR OTHER FUND OR TO ANY GOVERNMENTAL ENTITY WITH
RESPECT TO UNEMPLOYMENT COMPENSATION BENEFITS, SOCIAL SECURITY OR OTHER BENEFITS
OR OBLIGATIONS FOR EMPLOYEES.
3.20
OPERATIONAL RESTRICTIONS.
SELLER'S BUSINESS IS NOT SUBJECT TO (A)
ANY RESTRICTIONS UNDER ANY APPLICABLE LAWS OR REGULATIONS OR (B) ANY CONSTATING
DOCUMENT OR OTHER CORPORATE OR CONTRACTUAL RESTRICTION OR (C) ANY JUDGMENT,
ORDER, WRIT, INJUNCTION, DECREE OR ORDER, WHICH HAS HAD OR COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON SELLER.
3.21
INVENTORY.
THE INVENTORIES OF THE SELLER ARE IN GOOD AND MARKETABLE
CONDITION AND ARE SALEABLE IN THE ORDINARY COURSE OF BUSINESS, OTHER THAN WHAT
IS RESERVED FOR OBSOLESCENCE ON THE FINANCIAL STATEMENTS.
SINCE THE DATE OF THE
BALANCE SHEET, SELLER HAS MAINTAINED INVENTORY AT LEVELS CONSISTENT WITH
SELLER'S PAST PRACTICES IN THE ORDINARY COURSE OF BUSINESS.
3.22
NO BROKER.
SELLER HAS NOT RETAINED OR USED THE SERVICES OF AN
AGENT, FINDER OR BROKER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
SELLER SHALL PAY, AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND
BUYER FROM AND AGAINST, ALL COMMISSIONS, FINDER'S AND OTHER FEES AND EXPENSES
CHARGED OR ASSERTED BY ANY AGENT, FINDER OR BROKER, BY REASON OF ANY SUCH
RETENTION OR USE OF THE SERVICES OF ANY SUCH AGENT, FINDER OR BROKER BY SELLER.
3.23
AFFILIATE TRANSACTIONS.
OTHER THAN TRANSACTIONS WHICH DO NOT IMPAIR
THE SELLER'S ABILITY TO TRANSFER GOOD, COMPLETE AND MARKETABLE TITLE TO THE
PURCHASED ASSETS TO THE BUYER, AND EXCEPT AS SET FORTH ON SCHEDULE 3.23, THERE
ARE NO LOANS, LEASES OR OTHER AGREEMENTS OR TRANSACTION BETWEEN SELLER AND ANY
PRESENT DIRECTOR, OFFICER, SHAREHOLDER OR EMPLOYEE OF SELLER, OR TO SELLER'S
KNOWLEDGE, ANY MEMBER OF SUCH DIRECTOR'S, OFFICER'S, STOCKHOLDER'S OR EMPLOYEE'S
IMMEDIATE FAMILY, OTHER THAN COMPENSATION ARRANGEMENTS ENTERED INTO WITH
EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH PAST.
3.24
INVESTMENT REPRESENTATIONS AND WARRANTIES.
SELLER AND THE PRINCIPAL
OWNERS (EACH AN "INVESTOR" FOR PURPOSES OF THIS SECTION 3.24 ONLY) REPRESENT AND
WARRANT TO PARENT, SEVERALLY AND SOLELY WITH RESPECT TO THEMSELVES AND THEIR
RESPECTIVE INVESTMENTS IN, AND RECEIPT OF,