RESPECT OF ANY EMPLOYEE PLAN.
(IX)
ALL EMPLOYEE DATA NECESSARY TO ADMINISTER
EACH EMPLOYEE PLAN HAS BEEN PROVIDED BY THE VENDORS TO THE PURCHASER AND ARE
TRUE AND CORRECT AS OF THE DATE OF THIS AGREEMENT AND THE VENDORS WILL NOTIFY
THE PURCHASER OF ANY CHANGES THERETO.
(X)
NO INSURANCE POLICY OR ANY OTHER AGREEMENT
AFFECTING ANY EMPLOYEE PLAN REQUIRES OR PERMITS A RETROACTIVE INCREASE IN
CONTRIBUTIONS, PREMIUMS OR OTHER PAYMENTS DUE THEREUNDER.
THE LEVEL OF
INSURANCE RESERVES UNDER EACH SUCH INSURED EMPLOYEE PLAN IS REASONABLE AND
SUFFICIENT TO PROVIDE FOR ALL INCURRED BUT UNREPORTED CLAIMS.
(XI)
NONE OF THE EMPLOYEE PLANS (OTHER THAN
PENSION PLANS) PROVIDES BENEFITS TO RETIRED EMPLOYEES OR TO THE BENEFICIARIES OR
DEPENDANTS OF RETIRED EMPLOYEES.
(JJ)
INSURANCE.
THE ASSETS ARE INSURED AGAINST
LOSS OR DAMAGE BY ALL INSURABLE HAZARDS OR RISKS, ON A BASIS SET OUT IN SUCH
POLICIES.
SCHEDULE Q (PART 1) HERETO CONTAINS A LIST OF INSURANCE POLICIES
WHICH ARE MAINTAINED BY THE CORPORATIONS SETTING OUT, IN RESPECT OF EACH POLICY,
A DESCRIPTION OF THE TYPE OF POLICY, THE NAME OF INSURER, THE COVERAGE
ALLOWANCE, THE EXPIRATION DATE, THE ANNUAL PREMIUM AND ANY PENDING CLAIMS.
NEITHER OF THE CORPORATIONS IS IN DEFAULT WITH RESPECT TO ANY OF
27
THE PROVISIONS IN THE INSURANCE POLICIES, INCLUDING THE PAYMENT OF ANY PREMIUMS
THEREUNDER, AND HAS NOT FAILED TO GIVE ANY NOTICE OR TO PRESENT ANY CLAIM UNDER
ANY INSURANCE POLICY IN A DUE AND TIMELY FASHION.
THERE HAS NOT BEEN ANY
MATERIAL ADVERSE CHANGE IN THE RELATIONSHIP OF EITHER OF THE CORPORATIONS WITH
ITS INSURERS, THE AVAILABILITY OF COVERAGE, OR IN THE PREMIUMS PAYABLE PURSUANT
TO THE POLICIES.
SCHEDULE Q (PART 2) HERETO IS A LIST SETTING FORTH ANY AND ALL
MATERIAL CLAIMS, WITH REASONABLE PARTICULARS, MADE UNDER ANY POLICIES OF
INSURANCE MAINTAINED BY OR FOR THE BENEFIT OF THE CORPORATIONS OVER THE PAST 5
CALENDAR YEARS.
COPIES OF ALL INSURANCE POLICIES OF THE CORPORATIONS AND THE
MOST RECENT INSPECTION REPORTS RECEIVED FROM INSURANCE UNDERWRITERS HAVE BEEN
DELIVERED TO THE PURCHASER.
(KK)
LITIGATION.
EXCEPT AS DESCRIBED IN SCHEDULE V
HERETO, THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS, AT LAW OR IN EQUITY, BY ANY
PERSON (INCLUDING THE CORPORATIONS) NOR ANY ARBITRATION, ADMINISTRATIVE OR OTHER
PROCEEDING BY OR BEFORE (OR, TO THE BEST KNOWLEDGE OF THE VENDORS, ANY
INVESTIGATION BY) ANY GOVERNMENTAL ENTITY PENDING, OR, TO THE BEST KNOWLEDGE OF
THE VENDORS, THREATENED AGAINST OR AFFECTING THE CORPORATIONS, THE BUSINESS OR
ANY OF THE ASSETS, AND NONE OF THE VENDORS KNOWS OF ANY VALID BASIS FOR ANY SUCH
ACTION, SUIT, PROCEEDING, ARBITRATION OR INVESTIGATION BY OR AGAINST EITHER OF
THE CORPORATIONS.
NEITHER OF THE CORPORATIONS IS SUBJECT TO ANY JUDGMENT, ORDER
OR DECREE ENTERED IN ANY LAWSUIT OR PROCEEDING NOR HAS EITHER OF THE
CORPORATIONS SETTLED ANY CLAIM PRIOR TO BEING PROSECUTED IN RESPECT OF IT.
EXCEPT AS DISCLOSED IN THE SAID SCHEDULE V, NEITHER OF THE CORPORATIONS IS THE
PLAINTIFF OR COMPLAINANT IN ANY ACTION, SUIT OR PROCEEDING.
(LL)
CUSTOMERS AND SUPPLIERS.
SCHEDULE W