THEIR RECORDED AMOUNTS NET OF RESERVES FOR NON-COLLECTIBILITY
REFLECTED ON THE FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP. EXCEPT AS SET
FORTH IN SCHEDULE 3.18, NO SUCH ACCOUNT, NOTE OR OTHER RECEIVABLE HAS BEEN
ASSIGNED OR PLEDGED TO ANY PERSON OR, TO THE SELLER'S KNOWLEDGE, IS SUBJECT TO
COUNTERCLAIMS OR SETOFFS OR ANY OTHER DEFENSES.
3.19.
BOOKS AND RECORDS; BANK ACCOUNTS. ALL OF THE BOOKS OF ACCOUNT AND
OTHER FINANCIAL AND CORPORATE RECORDS OF THE COMPANY AND THE SUBSIDIARY
(INCLUDING MINUTE BOOKS AND STOCK RECORDS) HAVE BEEN MADE AVAILABLE TO THE
PURCHASER AND ITS REPRESENTATIVES (OR
18
WILL BE SO MADE AVAILABLE PRIOR TO THE CLOSING DATE). SUCH BOOKS OF ACCOUNT AND
RECORDS ARE CURRENT AND COMPLETE IN ALL MATERIAL RESPECTS. ALL SUCH BOOKS AND
RECORDS ARE CONSISTENT WITH THE FINANCIAL STATEMENTS SET FORTH IN SCHEDULE 3.11
HERETO. ALL SUCH BOOKS AND RECORDS ARE KEPT IN A PROPER ORDER AND IN THE
POSSESSION OF THE COMPANY AND THE SUBSIDIARY (AS THE CASE MAY BE).
3.20.
EMPLOYEES.
(A)
SCHEDULE 3.20(A) SETS FORTH A COMPLETE AND ACCURATE LIST OF ALL
THE EMPLOYEES OF THE COMPANY AND THE SUBSIDIARY AS OF THE DATE HEREOF (THE
"EMPLOYEES"), TOGETHER WITH THE FOLLOWING INFORMATION FOR EACH SUCH EMPLOYEE:
NAME, POSITION HELD, CURRENT SALARY, AND BONUS ENTITLEMENT/ARRANGEMENT.
(B)
NONE OF THE EMPLOYEES HAVE INFORMED THE COMPANY OR THE SUBSIDIARY
THAT HE/SHE INTENDS TO TERMINATE EMPLOYMENT WITH THE COMPANY OR THE SUBSIDIARY,
AS APPLICABLE. SCHEDULE 3.20(B)(II) SETS FORTH A DESCRIPTION OF ANY WRITTEN
CONTRACT, OTHER THAN THE BENEFIT PLANS SET FORTH IN SCHEDULES 3.9(A) & (I)
HERETO, WITH RESPECT TO THE CONDITIONS OF EMPLOYMENT OF ANY OF THE EMPLOYEES.
EXCEPT AS SET FORTH IN SCHEDULE 3.20(B)(II), ALL RMI EMPLOYEES ARE EMPLOYED ON
AN "AT-WILL" BASIS.
(C)
NONE OF THE EMPLOYEES ARE WORKING BASED UPON A NON-RESIDENT VISA
AND THE COMPANY AND THE SUBSIDIARY HAS COMPLIED WITH THEIR RESPECTIVE
OBLIGATIONS UNDER THE IMMIGRATION REFORM CONTROL ACT.
3.21.
SUBSIDIARY. EXCEPT FOR THE SUBSIDIARY, THE COMPANY DOES NOT OWN ANY
SHARES OF STOCK OR OTHER SECURITIES OR EQUITY INTERESTS, DIRECTLY OR INDIRECTLY,
IN ANY OTHER PERSON. EXCEPT AS DISCLOSED OR DESCRIBED IN THIS AGREEMENT OR AS
SET FORTH IN SCHEDULE 3.21 HERETO, THE COMPANY IS NOT SUBJECT TO ANY OBLIGATION
OR REQUIREMENT TO PROVIDE FUNDS TO, OR INVEST IN, ANY SUCH PERSON.
3.22.
INSURANCE.
(A)
THE COMPANY HAS DELIVERED TO PURCHASER:
(I)
TRUE AND COMPLETE COPIES OF ALL POLICIES OF INSURANCE TO WHICH
THE COMPANY, SUBSIDIARY OR AFFILIATE IS A PARTY OR UNDER WHICH THE COMPANY,
SUBSIDIARY, OR ANY OFFICER OR DIRECTOR OF THE COMPANY, SUBSIDIARY OR AFFILIATE,
HAS BEEN COVERED AT ANY TIME WITHIN THE THREE (3) YEARS PRECEDING THE DATE OF
THIS AGREEMENT; AND
(II)
TRUE AND COMPLETE COPIES OF ALL PENDING APPLICATIONS FOR POLICIES
OF INSURANCE;
(B)
SCHEDULE 3.22(B) CONTAINS A TRUE AND COMPLETE LIST AND/OR
DESCRIPTION OF:
(I)
ANY SELF-INSURANCE ARRANGEMENT BY OR AFFECTING THE COMPANY,
SUBSIDIARY OR AFFILIATE, INCLUDING ANY RESERVES ESTABLISHED THEREUNDER;
(II)
ALL INSURANCE POLICIES (INCLUDING, BUT NOT LIMITED TO, LIABILITY,
PROPERTY AND CASUALTY,