OTHERWISE PAYABLE UNDER ANY BENEFIT PLAN, OR (IV) RESULT IN THE ACCELERATION OF
THE TIME OF PAYMENT OR VESTING OF (OTHER THAN THE EXPIRATION OF ELIGIBILITY FOR
THE EXERCISE OF OPTIONS AND TO CLAIM BENEFITS UNDER) ANY SUCH COMPENSATION OR
BENEFITS.
(G)
ALL EMPLOYER AND EMPLOYEE PAYMENTS, CONTRIBUTIONS AND PREMIUMS
REQUIRED TO BE REMITTED, PAID TO OR IN RESPECT OF THE BENEFIT PLANS HAVE BEEN
PAID IN A TIMELY FASHION IN ACCORDANCE WITH THE TERMS THEREOF AND ALL APPLICABLE
LAWS, AND NO TAXES OR FEES ARE OWING OR EXIGIBLE UNDER ANY OF THE BENEFIT PLANS.
(H)
THERE IS NO LEGAL PROCEEDING BY ANY APPLICABLE GOVERNMENTAL
AUTHORITY PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED IN RESPECT OF ANY
OF THE BENEFIT PLANS OR THEIR ASSETS, AND, TO THE KNOWLEDGE OF SELLER, NO FACTS
EXIST WHICH COULD REASONABLY BE EXPECTED TO GIVE RISE TO ANY SUCH PROCEEDING,
ACTION, INVESTIGATION, SUIT OR CLAIM (OTHER THAN ROUTINE CLAIMS FOR BENEFITS).
(I)
EACH OF THE BENEFIT PLANS WHICH HAS OR PURPORTS TO HAVE
TAX-FAVOURED TREATMENT AT THE DATE HEREOF MEETS ALL REQUIREMENTS FOR
TAX-FAVOURED TREATMENT IN EFFECT AS OF THE DATE HEREOF AND HAS COMPLIED WITH THE
TAX ACT AND THE ADMINISTRATIVE PRACTICES OF CANADA REVENUE AGENCY, TO THE EXTENT
IT PURPORTS TO QUALIFY FOR SUCH TREATMENT.
(J)
EACH OF THE BENEFIT PLANS WHICH PURPORTS TO QUALIFY AS A
PARTICULAR TYPE OF PLAN UNDER THE TAX ACT AT THE DATE HEREOF MEETS ALL
REQUIREMENTS FOR SUCH QUALIFICATION IN EFFECT AS OF THE DATE HEREOF AND HAS
COMPLIED WITH THE PROVISIONS OF THE TAX ACT AND THE ADMINISTRATIVE PRACTICES OF
CANADA REVENUE AGENCY APPLICABLE TO SUCH PLAN.
(K)
EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE, SELLER DOES NOT
PROVIDE, AND IS NOT OBLIGATED TO PROVIDE, MEDICAL, HOSPITAL, DENTAL, LIFE OR
OTHER BENEFIT UNDER ANY BENEFIT PLAN TO ANY CURRENT OR FORMER EMPLOYEE AFTER HIS
OR HER TERMINATION OF EMPLOYMENT WITH SELLER.
3.20
BANKS.
THE DISCLOSURE SCHEDULE SETS FORTH:
(I) THE NAME OF EVERY
BANK IN WHICH AN ACCOUNT OR SAFE DEPOSIT BOX COMPRISING PART OF THE ASSETS IS
LOCATED; (II) THE IDENTIFYING NUMBERS OF ALL SUCH ACCOUNTS AND SAFE DEPOSIT
BOXES AND (III) THE NAMES OF ALL PERSONS HAVING POWER TO BORROW, DISCOUNT DEBT
OBLIGATIONS, CASH OR DRAW CHECKS OR OTHERWISE ACT ON BEHALF OF SELLER IN
CONNECTION WITH SUCH ACCOUNTS OR SAFE DEPOSIT BOXES.
3.21
CAPITAL EXPENDITURES.
THE DISCLOSURE SCHEDULE SETS FORTH A LIST OF
EACH OF SELLER'S APPROVED CAPITAL EXPENDITURE PROJECTS (INCLUDING WITHOUT
LIMITATION, EACH CONSTRUCTION PROJECT) INVOLVING IN EXCESS OF $50,000
INCLUDING:
(I) PROJECTS WHICH HAVE BEEN COMMENCED BUT ARE NOT YET COMPLETED;
(II) PROJECTS WHICH HAVE NOT BEEN COMMENCED AND (III) PROJECTS WHICH HAVE BEEN
COMPLETED IN RESPECT OF WHICH PAYMENT HAS BEEN MADE, WITHIN THE PAST TWELVE (12)
MONTHS.
3.22
PRODUCTS LIABILITY AND PERSONAL INJURY CLAIMS.
THE DISCLOSURE
SCHEDULE SETS FORTH A LIST OF ALL CLAIMS FOR PRODUCTS LIABILITY OR PERSONAL
INJURY DUE TO, RESULTING FROM OR ASSOCIATED WITH, ANY PRODUCT MANUFACTURED OR
SUPPLIED BY SELLER NOW PENDING