SELLERS' KNOWLEDGE, NO PART OF ANY IMPROVEMENT ENCROACHES ON ANY REAL PROPERTY
NOT LEASED BY AN ACQUIRED ENTITY.
TO THE SELLERS' KNOWLEDGE, THERE IS NO
EXISTING OR PROPOSED PLAN TO MODIFY OR REALIGN ANY STREET OR HIGHWAY OR ANY
EXISTING OR PROPOSED EMINENT DOMAIN PROCEEDING THAT WOULD RESULT IN THE TAKING
OF ALL OR ANY PART OF ANY FACILITY OR THAT WOULD PREVENT OR HINDER THE CONTINUED
USE OF ANY FACILITY AS HERETOFORE USED IN THE CONDUCT OF THE BUSINESS OF THE
ACQUIRED ENTITIES.
(B)
EACH ITEM OF TANGIBLE PERSONAL PROPERTY IS ACCEPTED AS IS, WHERE
IS.
ALL TANGIBLE PERSONAL PROPERTY USED IN THE ACQUIRED ENTITIES' BUSINESS IS
IN THE POSSESSION OF THE ACQUIRED ENTITIES, EXCEPT AS SET FORTH ON SCHEDULE
4.26.
SECTION 4.27
NO UNDISCLOSED LIABILITIES.
TO THE SELLERS' KNOWLEDGE,
EXCEPT AS SET FORTH IN SCHEDULE 4.27, NO ACQUIRED ENTITY HAS ANY LIABILITIES
THAT, IN ACCORDANCE WITH GAAP, ARE OF A NATURE AS ARE REQUIRED TO BE DESCRIBED
IN THE INTERIM BALANCE SHEET AND ARE SO DESCRIBED IN SUCH INTERIM BALANCE SHEET
AND THERE ARE NO ADDITIONAL LIABILITIES THAT, IN ACCORDANCE WITH GAAP, ARE OF A
NATURE THAT ARE REQUIRED TO BE DISCLOSED, EXCEPT AS ARE INCURRED IN THE ORDINARY
COURSE OF BUSINESS OF THE ACQUIRED ENTITIES SINCE THE DATE OF THE INTERIM
BALANCE SHEET OR AS ARE OTHERWISE ACCOUNTED FOR IN THE ADJUSTED PURCHASE PRICE.
SECTION 4.28
EMPLOYEES.
(A)
SCHEDULE 4.28(A) CONTAINS A COMPLETE AND ACCURATE LIST OF THE
FOLLOWING INFORMATION FOR EACH CURRENT EXECUTIVE, ADMINISTRATIVE, OFFICE AND
OPERATIONAL MANAGEMENT EMPLOYEE OF THE ACQUIRE ENTITIES, INCLUDING EACH SUCH
EMPLOYEE ON LEAVE OF ABSENCE OR LAYOFF STATUS: NAME; JOB TITLE; DATE OF HIRE;
CURRENT COMPENSATION PAID OR PAYABLE AND ANY CHANGE IN
36
COMPENSATION SINCE DECEMBER 31, 2005 AND SICK AND VACATION LEAVE THAT IS ACCRUED
AND UNUSED AS OF JUNE 30, 2006.
(B)
THE ACQUIRED ENTITIES HAVE NO RETIRED EMPLOYEES EXCEPT AS SET
FORTH ON SCHEDULE 4.28(B).
(C)
SCHEDULE 4.28(C) CONTAINS A COMPLETE AND ACCURATE LIST OF THE
FOLLOWING INFORMATION FOR EACH SUCH EMPLOYEE OF AN ACQUIRED ENTITY WHO HAS BEEN
TERMINATED OR LAID OFF, OR WHOSE HOURS OF WORK HAVE BEEN REDUCED BY MORE THAN
FIFTY PERCENT (50%) BY THE CORPORATION, IN THE SIX (6) MONTHS PRIOR TO THE DATE
OF THIS AGREEMENT: (I) THE DATE OF SUCH TERMINATION, LAYOFF OR REDUCTION IN
HOURS; (II) A STATEMENT AS TO WHETHER IT WAS A TERMINATION FOR CAUSE, LAYOFF OR
REDUCTION IN HOURS; AND (III) THE LOCATION TO WHICH THE EMPLOYEE WAS ASSIGNED.
(D)
THE ACQUIRED ENTITIES HAVE NOT VIOLATED THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT (THE "WARN ACT") OR ANY SIMILAR STATE OR LOCAL LEGAL
REQUIREMENT.
(E)
TO THE SELLERS' KNOWLEDGE, NO OFFICER, DIRECTOR, EMPLOYEE OR
CONTRACTOR OF THE ACQUIRED ENTITIES IS BOUND BY ANY CONTRACT THAT PURPORTS TO
LIMIT THE ABILITY OF SUCH OFFICER, DIRECTOR, EMPLOYEE, OR CONTRACTOR TO ENGAGE
IN OR CONTINUE OR PERFORM ANY CONDUCT, ACTIVITY, DUTIES OR PRACTICE.
TO THE
SELLERS' KNOWLEDGE, NO FORMER OR CURRENT EMPLOYEE OF AN ACQUIRED ENTITY IS