AUTHORIZATIONS (GOVERNMENTAL, REGULATORY, OR OTHERWISE)
REQUIRED FOR THE CONTINUED LAWFUL CONDUCT OF THE BUSINESS AS THE SAME HAS BEEN
CONDUCTED BY SELLER PRIOR TO THE EFFECTIVE DATE.
(B)
OTHER THAN THE NAME "CROWN PACIFIC" AND SELLER'S LOGO, SELLER
NEITHER OWNS NOR IS LICENSED TO USE ANY TRADEMARKS, TRADE NAMES, BUSINESS NAMES,
PATENTS, INVENTIONS, COPYRIGHTS, SERVICE MARKS, BRAND NAMES, OR INDUSTRIAL
DESIGNS THAT ARE USED IN CONDUCTING THE BUSINESS. NO PERSON HAS BEEN GRANTED ANY
INTEREST IN OR RIGHT TO USE ALL OR ANY PORTION OF THE INTANGIBLE PROPERTY BY
SELLER OR, TO SELLER'S KNOWLEDGE, BY ANY OTHER PERSON.
6.1.8
FINANCIAL STATEMENTS. THE CONSOLIDATED FINANCIAL STATEMENTS OF
CROWN PARTNERS, AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, ARE
PREPARED IN ACCORDANCE WITH GAAP. THE ACCOUNTING PROCESSES AND PROCEDURES USED
IN THE PREPARATION OF THE MILLS OPERATING STATEMENTS AND THE MILLS BALANCE
SHEETS ARE CONSISTENT WITH THOSE
USED IN THE PREPARATION OF THE FOREGOING
CONSOLIDATED FINANCIAL STATEMENTS OF CROWN PARTNERS. THE MILLS OPERATING
STATEMENTS ARE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AND FAIRLY AND
ACCURATELY PRESENT THE SALES, EARNINGS, AND RESULTS OF OPERATIONS OF THE
BUSINESS FOR THE RESPECTIVE PERIODS COVERED BY THE MILLS OPERATING STATEMENTS.
THE MILLS BALANCE SHEETS ARE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AND
FAIRLY AND ACCURATELY PRESENTS THE ASSETS AND THE KNOWN AND RECORDED LIABILITIES
OF THE BUSINESS (EXCLUDING SELLER'S DEBT) AS AT
15
THE BALANCE SHEET DATE. BETWEEN THE BALANCE SHEET DATE AND THE EFFECTIVE DATE,
NO EVENT OR CHANGE HAS OCCURRED THAT WOULD OR COULD REASONABLY BE EXPECTED TO
GIVE RISE TO A MATERIAL ADVERSE EFFECT.
6.1.9
EMPLOYEES. SELLER HAS PREVIOUSLY PROVIDED TO BUYER THE FOLLOWING
INFORMATION FOR EACH OF THE BUSINESS EMPLOYEES: NAME, JOB TITLE, CURRENT ANNUAL
SALARY OR RATE OF PAY, THE DATE AND AMOUNT OF SUCH EMPLOYEE'S MOST RECENT PAY
INCREASE, AND SUCH EMPLOYEE'S PERIOD OF EMPLOYMENT WITH SELLER, ANY AFFILIATE OF
SELLER, AND ANY PREDECESSOR OF SELLER (TO THE EXTENT, IF ANY, THAT SELLER TAKES
SUCH PERIOD OF EMPLOYMENT INTO ACCOUNT IN DETERMINING ENTITLEMENT TO BENEFITS).
THE FOREGOING INFORMATION PROVIDED TO BUYER IS TRUE, CORRECT, AND COMPLETE IN
ALL MATERIAL RESPECTS. THERE ARE NO CONTRACTS OF EMPLOYMENT OR SERVICE, WHETHER
WHOLLY OR PARTLY IN WRITING OR UNWRITTEN, WITH ANY BUSINESS EMPLOYEES. TO
SELLER'S KNOWLEDGE, NONE OF THE BUSINESS EMPLOYEES IS SUBJECT TO ANY
NON-COMPETITION OR CONFIDENTIALITY AGREEMENT IN FAVOR OF ANY OTHER PERSON.
EXCEPT AS SET FORTH ON THE ATTACHED SCHEDULE 6.1.9, SELLER HAS NOT (I) DURING
THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE EFFECTIVE DATE, TERMINATED ANY
EMPLOYEES OF THE BUSINESS OR (II) SINCE JANUARY 1, 2000, TERMINATED ANY
EMPLOYEES OF THE BUSINESS IN CIRCUMSTANCES THAT GAVE RISE TO ANY LIABILITY OR
OBLIGATION UNDER THE WARN ACT.
6.1.10
EMPLOYEE CONTROVERSIES. TO SELLER'S KNOWLEDGE, EXCEPT AS DISCLOSED
ON THE ATTACHED SCHEDULE 6.1.10, SINCE JUNE 1, 2001, NO WRITTEN NOTICE HAS BEEN
RECEIVED BY SELLER OF ANY COMPLAINT FILED OR THREATENED BY ANY OF SELLER'S
EMPLOYEES IN RESPECT OF THE BUSINESS CLAIMING THAT SELLER IS IN BREACH OF