REAL
PROPERTY;
(VI)
THE ASSETS ARE CAPABLE OF, AND ARE NOT
RESTRICTED BY ANY AUTHORIZATION OR CONTRACT FROM, BEING OPERATED AT MAXIMUM
DAILY AND ANNUAL PRODUCTION CAPACITY WHILE REMAINING IN COMPLIANCE WITH
ENVIRONMENTAL LAWS; AND
(VII)
EACH OF THE CORPORATIONS HAS IN PLACE
ENVIRONMENTAL MANAGEMENT POLICIES WHICH INCLUDE A CORPORATE ENVIRONMENTAL
POLICY, AN EMPLOYEE TRAINING PROGRAM AND A SPILL RESPONSE PLAN AND EACH OF THE
CORPORATIONS IS COMPLYING WITH ALL SUCH POLICIES.
Schedule T (Part 2) hereto lists all reports and documents relating to the
environmental matters affecting either of the Corporations or any of the Leased
Properties which are in the possession or under the control of the Vendors.
Copies of all such reports and documents have been provided to the Purchaser.
To the best knowledge of the Vendors, there are no other reports or documents
relating to environmental matters affecting either of the Corporations or any of
24
the Leased Properties which have not been made available to the Purchaser
whether by reason of confidentiality restrictions or otherwise.
(HH)
EMPLOYEES.
EXCEPT AS SET FORTH IN SCHEDULE U
(PART 2) HERETO:
(I)
EACH OF THE CORPORATIONS IS IN
COMPLIANCE WITH ALL LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS
AND CONDITIONS OF EMPLOYMENT, PAY EQUITY AND WAGES AND HOURS OF WORK;
(II)
NEITHER OF THE CORPORATIONS HAS OR IS
ENGAGED IN ANY UNFAIR LABOUR PRACTICE AND NO UNFAIR LABOUR PRACTICE COMPLAINT,
GRIEVANCE OR ARBITRATION PROCEEDING IS PENDING OR, TO THE BEST KNOWLEDGE OF THE
VENDORS, THREATENED AGAINST EITHER OF THE CORPORATIONS;
(III)
NO COLLECTIVE BARGAINING AGREEMENT IS
CURRENTLY IN PLACE OR IS BEING NEGOTIATED BY EITHER OF THE CORPORATIONS WITH
RESPECT TO ANY EMPLOYEES OF THE CORPORATIONS.
NO UNION REPRESENTATION QUESTION
EXISTS RESPECTING THE EMPLOYEES OF EITHER OF THE CORPORATIONS.
THERE IS NO
LABOUR STRIKE, DISPUTE, WORK SLOWDOWN OR WORK STOPPAGE PENDING OR INVOLVING OR,
TO THE BEST KNOWLEDGE OF THE VENDORS, THREATENED AGAINST EITHER OF THE
CORPORATIONS.
NO TRADE UNION HAS APPLIED TO HAVE EITHER OF THE CORPORATIONS
DECLARED A RELATED EMPLOYER PURSUANT TO THE LABOUR RELATIONS ACT (ONTARIO) OR
ANY SIMILAR LEGISLATION IN ANY JURISDICTION IN WHICH THE CORPORATIONS CARRY ON
BUSINESS; AND
(IV)
ALL AMOUNTS DUE OR ACCRUED DUE FOR ALL SALARY,
WAGES, BONUSES, COMMISSIONS, VACATION WITH PAY, PENSION BENEFITS OR OTHER
EMPLOYEE BENEFITS ARE REFLECTED IN THE BOOKS AND RECORDS.
Schedule U (Part 1) hereto contains a correct and complete list of all
directors, officers, employees, independent contractors, consultants and agents
of each of the Corporations, whether actively at work or not, their addresses,
salaries, wage rates, commissions and consulting fees, bonus arrangements,
benefits, positions, ages, status as full-time or part-time employees and length
of service.
No employee of either of the Corporations has any agreement as to
length of notice or severance payment required to terminate his or her
employment, other than such as results by Law.
25
(II)
EMPLOYEE PLANS.
(I)
SCHEDULE D HERETO LISTS AND DESCRIBES
ALL EMPLOYEE PLANS.
THE VENDORS HAVE FURNISHED TO THE PURCHASER TRUE, CORRECT
AND COMPLETE COPIES