AND EFFECT.
(B)
THE REAL PROPERTY LISTED ON SCHEDULE 4.16 (I) HAS FULL AND FREE
ACCESS TO AND FROM PUBLIC HIGHWAYS, STREETS AND ROADS AND THERE IS NO PROCEEDING
PENDING OR, TO THE KNOWLEDGE OF SELLERS, THREATENED THAT COULD RESULT IN THE
TERMINATION OF OR MATERIAL LIMITATIONS ON SUCH ACCESS AND (II) IS CONNECTED TO
AND SERVICED BY UTILITIES AND PUBLIC SERVICES, ALL OF WHICH ARE ADEQUATE FOR THE
USE OF THE REAL PROPERTY LISTED THEREON AS THE BUSINESS OF THE SUBJECT COMPANIES
IS CURRENTLY CONDUCTED.
NONE OF THE SUBJECT COMPANIES HAS EXPERIENCED DURING
THE THREE YEARS PRECEDING THE DATE HEREOF ANY MATERIAL INTERRUPTION IN THE
DELIVERY OF ADEQUATE QUANTITIES OF ANY UTILITIES (INCLUDING, WITHOUT LIMITATION,
ELECTRICITY, NATURAL GAS, POTABLE WATER, WATER FOR COOLING OR SIMILAR PURPOSES
AND FUEL OIL) OR OTHER PUBLIC SERVICES (INCLUDING, WITHOUT LIMITATION, SANITARY
AND INDUSTRIAL SEWER SERVICE) REQUIRED IN THE OPERATION OF THE BUSINESS OF THE
SUBJECT COMPANIES DURING SUCH PERIOD AND, TO THE KNOWLEDGE OF SELLERS, NO SUCH
MATERIAL INTERRUPTION IS THREATENED.
SECTION 4.17
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS RECEIVABLE OF THE SUBJECT
COMPANIES THAT ARE REFLECTED IN THE FINANCIAL STATEMENTS AND THAT WILL BE
REFLECTED IN THE CLOSING DATE BALANCE SHEET REPRESENT SALES ACTUALLY MADE IN THE
ORDINARY COURSE OF BUSINESS.
THE RESERVE FOR DOUBTFUL ACCOUNTS IN THE FINANCIAL
STATEMENTS HAS BEEN, AND THE RESERVE FOR DOUBTFUL ACCOUNTS IN THE CLOSING DATE
BALANCE SHEET WILL BE DETERMINED BASED ON THE FORMULA HISTORICALLY UTILIZED BY
THE SUBJECT COMPANIES TO CALCULATE SUCH RESERVE AND WITH THE PRIOR ACCOUNTING
AND COLLECTION PRACTICES OF THE SUBJECT COMPANIES.
SECTION 4.18
INVENTORY.
SCHEDULE 4.18 SETS FORTH THE LOCATION OF ALL INVENTORY
(INCLUDING SPARE PARTS) RELATED TO THE VESSELS THAT IS NOT ABOARD SUCH VESSELS.
SECTION 4.19
EMPLOYEES AND RELATED MATTERS.
SCHEDULE 4.19 IS A COMPLETE LIST
OF ALL CURRENT EMPLOYEES OF EACH OF THE SUBJECT COMPANIES, LISTING THE TITLE OR
POSITION HELD, BASE SALARY, ANY COMMISSIONS OR OTHER CASH COMPENSATION,
INCLUDING BONUSES, PAID OR PAYABLE, AND THE TERMS OF ANY WRITTEN OR ORAL
EMPLOYMENT AGREEMENT (INCLUDING A COPY OF ANY SUCH WRITTEN AGREEMENT AND A
DESCRIPTION OF ANY SUCH ORAL AGREEMENT) WITH ANY OF THE SUBJECT COMPANIES OR ANY
AFFILIATE THEREOF.
NONE OF THE SUBJECT COMPANIES HAS ANY EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT.
THERE ARE NO FACTS OR CIRCUMSTANCES THAT HAVE
RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A CLAIM FOR UNLAWFUL
DISCRIMINATION AGAINST ANY OF THE SUBJECT COMPANIES.
26
SECTION 4.20
EMPLOYEE BENEFITS.
(A)
SCHEDULE 4.20 CONTAINS A COMPLETE LIST OF EACH COMPENSATION OR
BENEFIT PLAN, AGREEMENT, PROGRAM OR POLICY (WHETHER WRITTEN OR ORAL, FORMAL OR
INFORMAL) SPONSORED, MAINTAINED OR CONTRIBUTED TO BY ANY OF THE SUBJECT
COMPANIES FOR THE BENEFIT OF ANY OF ITS PRESENT OR FORMER DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, CONSULTANTS OR OTHER SIMILAR REPRESENTATIVES, INCLUDING, BUT
NOT LIMITED TO, ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF ERISA,
OTHER THAN EMPLOYMENT AGREEMENTS OR COMPENSATION PRACTICES DESCRIBED IN SECTIONS
4.10(E) AND 4.19 ABOVE (THE FOREGOING ARE HEREINAFTER COLLECTIVELY REFERRED TO