PROPERTIES AND ASSETS (WHETHER REAL OR PERSONAL, TANGIBLE OR
INTANGIBLE) REFLECTED ON THE FINANCIAL STATEMENTS DESCRIBED IN PARAGRAPH 11(G),
AND ALL SUCH PROPERTIES AND ASSETS ARE FREE AND CLEAR OF ALL LIENS EXCEPT
(I) THE LIEN OF CURRENT (NONDELINQUENT) REAL AND PERSONAL PROPERTY TAXES AND
ASSESSMENTS, (II) COVENANTS, CONDITIONS AND RESTRICTIONS, RIGHTS OF WAY,
EASEMENTS AND OTHER SIMILAR MATTERS TO WHICH LIKE PROPERTIES AND ASSETS ARE
COMMONLY SUBJECT THAT DO NOT MATERIALLY INTERFERE WITH THE USE OF THE PROPERTY
OR ASSET AS IT IS CURRENTLY BEING USED AND (III) SUCH OTHER LIENS AS ARE
DISCLOSED IN SUCH FINANCIAL STATEMENTS AND NOT PROHIBITED UNDER THIS AGREEMENT.
(XVIII)
ERISA.
IF APPLICABLE, ALL PLANS ("PLANS") OF A TYPE
DESCRIBED IN PARAGRAPH 3(3) OF ERISA IN RESPECT OF WHICH SELLER OR ANY
SUBSIDIARY OF SELLER IS AN "EMPLOYER," AS DEFINED IN PARAGRAPH 3(5) OF ERISA,
ARE IN SUBSTANTIAL COMPLIANCE WITH ERISA, AND NONE OF SUCH PLANS IS INSOLVENT OR
IN REORGANIZATION, HAS AN ACCUMULATED OR WAIVED FUNDING DEFICIENCY WITHIN THE
MEANING OF PARAGRAPH 412 OF THE IRC, AND NEITHER SELLER NOR ANY SUBSIDIARY OF
SELLER HAS INCURRED ANY MATERIAL LIABILITY (INCLUDING ANY MATERIAL CONTINGENT
LIABILITY) TO OR ON ACCOUNT OF ANY SUCH PLAN PURSUANT TO PARAGRAPHS 4062, 4063,
4064, 4201 OR 4204 OF ERISA.
NO PROCEEDINGS HAVE BEEN INSTITUTED TO TERMINATE
ANY SUCH PLAN, AND NO CONDITION EXISTS WHICH PRESENTS A MATERIAL RISK TO SELLER
OR A SUBSIDIARY OF SELLER OF INCURRING A LIABILITY TO OR ON ACCOUNT OF ANY SUCH
PLAN PURSUANT TO ANY OF THE FOREGOING PARAGRAPHS OF ERISA.
NO PLAN OR TRUST
FORMING A PART THEREOF HAS BEEN TERMINATED SINCE DECEMBER 1, 1974.
(XIX)
PROPER NAMES.
SELLER DOES NOT OPERATE IN ANY
JURISDICTION UNDER A TRADE NAME, DIVISION, DIVISION NAME OR NAME OTHER THAN
THOSE NAMES PREVIOUSLY DISCLOSED IN WRITING BY SELLER TO BUYER, AND ALL SUCH
NAMES ARE UTILIZED BY SELLER ONLY IN THE JURISDICTION(S) IDENTIFIED IN SUCH
WRITING.
THE ONLY NAMES USED BY SELLER IN ITS TAX RETURNS FOR THE LAST TEN
YEARS ARE SET FORTH IN EXHIBIT K.
(XX)
NO UNDISCLOSED LIABILITIES.
OTHER THAN AS
DISCLOSED IN THE FINANCIAL STATEMENTS DELIVERED PURSUANT TO PARAGRAPH 11(G),
SELLER DOES NOT HAVE ANY LIABILITIES OR DEBT, DIRECT OR CONTINGENT.
(XXI)
TAX RETURNS AND PAYMENTS.
ALL FEDERAL, STATE
AND LOCAL INCOME, EXCISE, PROPERTY AND OTHER TAX RETURNS REQUIRED TO BE FILED
WITH RESPECT TO SELLER'S OPERATIONS AND THOSE OF ITS SUBSIDIARIES IN ANY
JURISDICTION HAVE BEEN FILED ON OR BEFORE THE DUE DATE THEREOF (PLUS ANY
APPLICABLE EXTENSIONS); ALL SUCH RETURNS ARE TRUE AND CORRECT; ALL TAXES,
34
ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES UPON SELLER, AND SELLER'S
SUBSIDIARIES AND UPON THEIR RESPECTIVE PROPERTIES, INCOME OR FRANCHISES, WHICH
ARE, OR SHOULD BE, SHOWN TO BE DUE AND PAYABLE ON SUCH TAX RETURNS HAVE BEEN
PAID, INCLUDING, WITHOUT LIMITATION, ALL FEDERAL INSURANCE CONTRIBUTIONS ACT
(FICA) PAYMENTS AND WITHHOLDING TAXES, IF APPROPRIATE, OTHER THAN THOSE WHICH
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, DILIGENTLY PURSUED
AND AS TO WHICH SELLER HAS