LEASED BY THE CORPORATIONS OR OTHERWISE USED IN THE ORDINARY COURSE OF BUSINESS
BY THE CORPORATIONS ARE IN COMPLIANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS,
INCLUDING THOSE PERTAINING TO ZONING AND BUILDING, AND ARE ACCEPTED AS IS.
TO
THE SELLERS' KNOWLEDGE, NO PART OF ANY IMPROVEMENT ENCROACHES ON ANY REAL
PROPERTY NOT LEASED BY THE CORPORATIONS.
TO THE SELLERS' KNOWLEDGE, THERE IS NO
EXISTING OR PROPOSED PLAN TO MODIFY OR REALIGN ANY STREET OR HIGHWAY OR ANY
EXISTING OR PROPOSED EMINENT DOMAIN PROCEEDING THAT WOULD RESULT IN THE TAKING
OF ALL OR ANY PART OF ANY FACILITY OR THAT WOULD PREVENT OR HINDER THE CONTINUED
USE OF ANY FACILITY AS HERETOFORE USED IN THE CONDUCT OF THE BUSINESS OF THE
CORPORATIONS.
(B)
EACH ITEM OF TANGIBLE PERSONAL PROPERTY IS
ACCEPTED AS IS.
ALL TANGIBLE PERSONAL PROPERTY USED IN THE CORPORATIONS'
BUSINESS IS IN THE POSSESSION OF THE CORPORATIONS, EXCEPT: (I) AS MAY NOT BE IN
THEIR POSSESSION AS A RESULT OF ACTIONS TAKEN IN THE ORDINARY COURSE OF BUSINESS
OR (II) AS SET FORTH ON SCHEDULE 4.26.
SECTION 4.27
NO UNDISCLOSED FINANCIAL LIABILITIES.
Except as set forth in Schedule 4.27, all of the Liabilities which, in
accordance with Canadian GAAP are of a nature as are required to be described in
the Interim Consolidated Balance Sheet are so described in such balance sheet
and there are no additional Liabilities which, in accordance with Canadian GAAP,
are of a nature which are required to be disclosed except as are incurred in the
Ordinary Course of Business of the Corporations since the date of the Interim
Consolidated Balance Sheet or as are otherwise accounted for in the Adjusted
Purchase Price, including as it may be recalculated pursuant to Section 2.4.
SECTION 4.28
EMPLOYEES.
(A)
SCHEDULE 4.28(A) CONTAINS A COMPLETE AND
ACCURATE LIST OF THE FOLLOWING INFORMATION FOR EACH CURRENT EXECUTIVE,
ADMINISTRATION, OFFICE OR OPERATIONAL MANAGEMENT EMPLOYEE OF THE CORPORATIONS,
INCLUDING EACH EMPLOYEE ON LEAVE OF ABSENCE OR LAYOFF STATUS: NAME; JOB TITLE;
DATE OF HIRE; AND CURRENT COMPENSATION PAID OR PAYABLE AND ANY CHANGE IN
COMPENSATION SINCE DECEMBER 31, 2004.
(B)
THE CORPORATIONS HAVE NO RETIRED EMPLOYEES
EXCEPT AS SET FORTH ON SCHEDULE 4.28(B).
(C)
SCHEDULE 4.28(C) CONTAINS A COMPLETE AND
ACCURATE LIST OF THE FOLLOWING INFORMATION FOR EACH SUCH EMPLOYEE OF EITHER
CORPORATION WHO HAS BEEN TERMINATED OR LAID OFF, OR WHOSE HOURS OF WORK HAVE
BEEN REDUCED BY MORE THAN FIFTY PERCENT (50%) BY EITHER CORPORATION, IN THE
THREE MONTHS PRIOR TO THE DATE OF THIS AGREEMENT: (I) THE DATE OF SUCH
TERMINATION, LAYOFF OR REDUCTION IN HOURS; (II) A STATEMENT OF WHETHER IT WAS A
TERMINATION FOR CAUSE, LAYOFF OR REDUCTION IN HOURS; AND (III) THE LOCATION TO
WHICH THE EMPLOYEE WAS ASSIGNED.
(D)
THE CORPORATIONS HAVE NOT VIOLATED THE
WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (THE "WARN ACT") OR ANY
SIMILAR STATE OR LOCAL LEGAL REQUIREMENT.
(E)
TO THE KNOWLEDGE OF THE SELLERS, NO
OFFICER, DIRECTOR, EMPLOYEE OR CONTRACTOR OF THE CORPORATIONS IS BOUND BY ANY
CONTRACT THAT