2002 ON A COMBINED BASIS;
AND (II) THE SALES AND EARNINGS OF THE CORPORATIONS, ON A COMBINED BASIS, DURING
THE PERIOD ENDED DECEMBER 31, 2002.
(DD)
WORKING CAPITAL.
THE AMOUNT OF WORKING CAPITAL OF
EACH OF THE CORPORATIONS IS CONSISTENT WITH AMOUNTS HELD IN ACCORDANCE WITH ITS
PAST PRACTICES AND IS SUFFICIENT FOR THE PURPOSES OF OPERATING THE BUSINESS IN
ITS PRESENT FORM AND AT ITS PRESENT LEVEL OF ACTIVITY AND FOR THE PURPOSE OF
FULFILLING, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, ALL PURCHASE ORDERS,
PROJECTS AND CONTRACTUAL OBLIGATIONS WHICH HAVE BEEN PLACED WITH OR UNDERTAKEN
BY EITHER OF THE CORPORATIONS.
(EE)
NO LIABILITIES.
EXCEPT AS SPECIFICALLY AND
PLAINLY DISCLOSED IN THIS AGREEMENT OR REFLECTED OR RESERVED AGAINST IN THE
BALANCE SHEET FORMING PART OF THE AUDITED FINANCIAL STATEMENTS, NEITHER OF THE
CORPORATIONS HAS ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE (WHETHER KNOWN OR
UNKNOWN, ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), EXCEPT FOR CURRENT
LIABILITIES INCURRED IN THE ORDINARY COURSE SINCE DECEMBER 31, 2002.
(FF)
BANK ACCOUNTS AND POWERS OF ATTORNEY.
SCHEDULE S HERETO SETS FORTH A CORRECT AND COMPLETE LIST SHOWING (I) THE NAME OF
EACH BANK IN WHICH EITHER OF THE CORPORATIONS HAS AN ACCOUNT OR SAFE DEPOSIT
BOX, THE ACCOUNT NUMBER OF EACH SUCH ACCOUNT AND THE NAMES OF ALL PERSONS
AUTHORIZED TO DRAW ON THE ACCOUNT OR TO HAVE ACCESS TO THE SAFETY DEPOSIT BOX,
AND (II) THE NAMES OF ALL PERSONS HOLDING POWERS OF ATTORNEY FROM EITHER OF THE
CORPORATIONS.
TRUE AND COMPLETE COPIES OF THE POWERS OF ATTORNEY HAVE BEEN
PROVIDED TO THE PURCHASER.
(GG)
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN
SCHEDULE T (PART 1) HERETO:
(I)
NONE OF THE REAL PROPERTIES CURRENTLY
OR, TO THE BEST KNOWLEDGE OF THE VENDORS, FORMERLY OWNED, LEASED OR USED BY
EITHER OF THE CORPORATIONS OR OVER WHICH EITHER OF THE CORPORATIONS HAS OR
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HAD CHARGE, MANAGEMENT OR CONTROL (SUCH PROPERTY, THE "INDEMNIFICATION
PROPERTIES") (I) HAS EVER BEEN USED BY ANY PERSON AS A WASTE DISPOSAL SITE OR AS
A LICENSED LANDFILL, OR (II) HAS EVER HAD ASBESTOS, ASBESTOS-CONTAINING
MATERIALS, PCBS, RADIOACTIVE SUBSTANCES OR ABOVEGROUND OR UNDERGROUND STORAGE
SYSTEMS, ACTIVE OR ABANDONED, LOCATED ON, AT OR UNDER THEM;
(II)
TO THE BEST KNOWLEDGE OF THE VENDORS, NO
PROPERTIES ADJACENT TO ANY OF THE LEASED PROPERTIES ARE CONTAMINATED WHERE SUCH
CONTAMINATION COULD, IF IT MIGRATED TO A LEASED PROPERTY, HAVE A MATERIAL
ADVERSE EFFECT ON THE LEASED PROPERTY;
(III)
TO THE BEST KNOWLEDGE OF THE VENDORS,
NEITHER OF THE CORPORATIONS HAS TRANSPORTED, REMOVED OR DISPOSED OF ANY WASTE TO
A LOCATION OUTSIDE OF CANADA;
(IV)
TO THE BEST KNOWLEDGE OF THE VENDORS, THERE
ARE NO CONTAMINANTS LOCATED IN THE GROUND OR IN GROUNDWATER UNDER ANY OF THE
LEASED PROPERTIES;
(V)
NEITHER OF THE CORPORATIONS HAS BEEN
REQUIRED BY ANY GOVERNMENTAL ENTITY TO (I) ALTER ANY OF THE LEASED PROPERTIES IN
A MATERIAL WAY TO COMPLY WITH ENVIRONMENTAL LAWS, OR (II) PERFORM ANY
ENVIRONMENTAL CLOSURE, DECOMMISSIONING, REHABILITATION, RESTORATION OR
POST-REMEDIAL INVESTIGATIONS, ON, ABOUT, OR IN CONNECTION WITH ANY