ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES IS
PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED.
12.16
TITLE TO PROPERTIES.
SELLER AND EACH SUBSIDIARY OF SELLER HAS GOOD,
VALID, INSURABLE (IN THE CASE OF REAL PROPERTY) AND MARKETABLE TITLE TO ALL OF
ITS PROPERTIES AND ASSETS (WHETHER REAL OR PERSONAL, TANGIBLE OR INTANGIBLE)
REFLECTED ON THE FINANCIAL STATEMENTS DESCRIBED IN SUBSECTION 3.1(C) HEREOF, AND
ALL SUCH PROPERTIES AND ASSETS ARE FREE AND CLEAR OF ALL LIENS EXCEPT AS
DISCLOSED IN SUCH FINANCIAL STATEMENTS AND NOT PROHIBITED UNDER THIS AGREEMENT.
12.17
ERISA.
ALL PLANS ("PLANS") OF A TYPE DESCRIBED IN SECTION 3(3) OF
ERISA IN RESPECT OF WHICH SELLER OR ANY SUBSIDIARY OF SELLER IS AN "EMPLOYER,"
AS DEFINED IN SECTION 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 SECTION 412 OF THE INTERNAL
REVENUE CODE, 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 SECTIONS 4062, 4063, 4064, 4201 OR 4204 OF
ERISA; AND 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 SECTIONS OF ERISA.
NO PLAN OR TRUST FORMING A PART THEREOF
HAS BEEN TERMINATED SINCE DECEMBER 1, 1974.
12.18
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
29
SELLER TO MBF, AND ALL SUCH NAMES ARE UTILIZED BY SELLER ONLY IN THE
JURISDICTION(S) IDENTIFIED IN SUCH WRITING.
12.19
NO UNDISCLOSED LIABILITIES.
OTHER THAN AS DISCLOSED IN THE
FINANCIAL STATEMENTS DELIVERED PURSUANT TO SUBSECTION 3.1(C) AND SECTION 13.7
HEREOF, SELLER DOES NOT HAVE ANY LIABILITIES OR INDEBTEDNESS, DIRECT OR
CONTINGENT, EXCEPT FOR LIABILITIES OR INDEBTEDNESS WHICH, IN THE AGGREGATE, DO
NOT EXCEED THE AMOUNT SPECIFIED IN ANNEX 1.
12.20
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, ASSESSMENTS, FEES AND OTHER
GOVERNMENTAL CHARGES UPON SELLER, AND SELLER'S SUBSIDIARIES AND UPON ITS
PROPERTY, INCOME OR FRANCHISES, WHICH ARE DUE AND PAYABLE HAVE BEEN PAID,
INCLUDING, WITHOUT LIMITATION, ALL 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
ESTABLISHED ADEQUATE RESERVES DETERMINED IN ACCORDANCE WITH GAAP, CONSISTENTLY
APPLIED.
THE AMOUNTS RESERVED, AS A LIABILITY FOR INCOME AND OTHER TAXES
PAYABLE, IN THE FINANCIAL STATEMENTS