OR OTHERWISE) COVERING ANY COMPANY EMPLOYEE THAT, INDIVIDUALLY OR
COLLECTIVELY, COULD GIVE RISE TO THE PAYMENT OF ANY AMOUNT THAT WOULD NOT BE
DEDUCTIBLE PURSUANT TO THE TERMS OF SECTION 280G OF THE CODE.
(K)
EACH INDIVIDUAL WHO RENDERS SERVICES TO EITHER OF THE COMPANIES OR ANY OF
THE COMPANY SUBSIDIARIES WHO IS CLASSIFIED AS HAVING THE STATUS OF AN
INDEPENDENT CONTRACTOR OR OTHER NON-EMPLOYEE STATUS FOR ANY PURPOSE (INCLUDING
FOR PURPOSES OF TAXATION AND TAX REPORTING AND UNDER EMPLOYEE PLANS) IS PROPERLY
SO CHARACTERIZED.
(L)
ALL CONTRIBUTIONS, PREMIUMS AND OTHER AMOUNTS REQUIRED TO BE PAID UNDER THE
EMPLOYEE PLANS WHICH ARE COMPANY SPONSORED PLANS OR BY APPLICABLE LAW HAVE BEEN
PAID ON A TIMELY BASIS IN ACCORDANCE WITH SUCH APPLICABLE LAW AND THE TERMS OF
SUCH EMPLOYEE PLANS.
EXCEPT AS FULLY ACCRUED OR RESERVED AGAINST ON THE
FINANCIAL STATEMENTS OR REQUIRED TO BE ACCRUED OR RESERVED THEREAFTER IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE IN AN AMOUNT THAT
COULD NOT REASONABLY BE EXPECTED TO BE MATERIAL TO THE COMPANIES AND THE COMPANY
SUBSIDIARIES TAKEN AS A WHOLE, THERE ARE NO UNFUNDED LIABILITIES WITH RESPECT TO
ANY COMPANY SPONSORED PLAN.
31
(M)
SECTION 3.17(M) OF THE DISCLOSURE SCHEDULE CONTAINS A TRUE AND COMPLETE
LIST (I) OF ALL CURRENT DIRECTORS AND OFFICERS OF EACH OF THE COMPANIES AND THE
COMPANY SUBSIDIARIES AND (II) OF ALL CURRENT EMPLOYEES ENGAGED SOLELY IN THE
BUSINESS, WHETHER OR NOT EMPLOYED BY EITHER OF THE COMPANIES (THE "BUSINESS
EMPLOYEES"), OTHER THAN THE FULL TIME REPS AND, FOR EACH SUCH BUSINESS EMPLOYEE,
SUCH BUSINESS EMPLOYEE'S TITLE, DATE OF HIRE, EMPLOYER, CURRENT BASE SALARY OR
HOURLY RATE OF PAY, BONUS TO BE PAID FOR THE MOST RECENT COMPLETED FISCAL YEAR
AND MOST RECENT RAISE AND FISCAL YEAR 2009 BASE SALARY.
THE COMPANIES MAINTAIN
IN THEIR BOOKS AND RECORDS, FOR ALL CURRENT BUSINESS EMPLOYEES OTHER THAN
FULL-TIME REPS WHICH ARE SUBJECT TO SECTION 3.17(N), SUCH BUSINESS EMPLOYEES'
NAME, ADDRESS, WORK LOCATION AND BONUS TARGET FOR THE CURRENT FISCAL YEAR.
AS
OF THE CLOSING DATE, THE AFFECTED EMPLOYEES WILL (A) BE EMPLOYED BY THE
COMPANIES OR THE COMPANY SUBSIDIARIES, AND (B) BE THE ONLY INDIVIDUALS EMPLOYED
BY THE COMPANIES AND THE COMPANY SUBSIDIARIES.
THE BUSINESS EMPLOYEES
CONSTITUTE ALL OF THE EMPLOYEES REASONABLY NECESSARY TO CONDUCT THE BUSINESS IN
SUBSTANTIALLY THE SAME MANNER AS CONDUCTED BY THE SELLER ON THE DATE HEREOF.
(N)
(I) EXCEPT AS SET FORTH ON SECTION 3.17(N)(I)(A) OF THE DISCLOSURE
SCHEDULE, ALL OF THE SALES REPRESENTATIVES OF THE BUSINESS ARE FULL TIME
EMPLOYEES OF THE COMPANIES ("FULL TIME REPS").
SECTION 3.17(N)(I)(B) OF THE
DISCLOSURE SCHEDULE CONTAINS A TRUE AND COMPLETE LIST OF ALL OF THE FULL TIME
REPS, AND EACH SUCH FULL TIME REP'S TITLE, DATE OF HIRE, STATE OR PROVINCE WHERE
HE OR SHE RESIDES, CURRENT BASE SALARY OR HOURLY RATE OF PAY, BONUS ACTUALLY
PAID FOR THE MOST RECENT COMPLETED FISCAL YEAR, COMMISSION INCOME FOR THE MOST
RECENTLY COMPLETED FISCAL YEAR AND NET ACCOUNT BILLINGS FOR THE EACH OF THE
FISCAL