SELLER TO EACH BENEFIT PLAN UNDER THE TERMS OF THAT BENEFIT PLAN, AND ALL
APPLICABLE LAWS HAVE IN ALL MATERIAL RESPECTS BEEN TIMELY MADE.
ALL AMOUNTS
PROPERLY ACCRUED TO DATE AS LIABILITIES OF SELLER UNDER OR WITH RESPECT TO EACH
BENEFIT PLAN (INCLUDING ADMINISTRATIVE EXPENSES AND INCURRED BUT NOT REPORTED
CLAIMS) FOR THE CURRENT PLAN YEAR OF THE BENEFIT PLAN HAVE BEEN RECORDED ON THE
APPROPRIATE BOOKS, TO THE EXTENT REQUIRED BY LAW OR GAAP.
(C)
EACH BENEFIT PLAN HAS BEEN MAINTAINED AND OPERATED IN ACCORDANCE
WITH, AND COMPLIES CURRENTLY WITH, IN ALL MATERIAL RESPECTS, ALL APPLICABLE
LAWS.
EACH BENEFIT PLAN HAS BEEN OPERATED IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH ITS TERMS.
(D)
SELLER DOES NOT MAINTAIN ANY PLAN THAT PROVIDES (OR WILL PROVIDE)
MEDICAL OR DEATH BENEFITS TO ONE OR MORE, CURRENT OR FUTURE FORMER EMPLOYEES
(INCLUDING RETIREES) BEYOND THEIR RETIREMENT OR OTHER TERMINATION OF SERVICE.
(E)
THERE ARE NO PROCEEDINGS OR LAWSUITS, PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED, AND, TO SELLER'S KNOWLEDGE, THERE ARE NO INVESTIGATIONS
CURRENTLY IN PROGRESS RELATING TO ANY BENEFIT PLAN, BY ANY ADMINISTRATIVE
AGENCY, WHETHER LOCAL, PROVINCIAL OR FEDERAL OR BY ANY FIDUCIARY, PARTICIPANT OR
BENEFICIARY OF SUCH PLAN.
3.17
COLLECTIVE BARGAINING ARRANGEMENTS.
SELLER IS NOT A PARTY TO OR
BOUND BY ANY EMPLOYEE COLLECTIVE BARGAINING AGREEMENT, A PARTY TO OR AFFECTED BY
OR, TO SELLER'S KNOWLEDGE, THREATENED WITH, ANY DISPUTE OR CONTROVERSY WITH A
UNION OR WITH RESPECT TO UNIONIZATION OR COLLECTIVE BARGAINING INVOLVING THE
EMPLOYEES OF SELLER.
3.18
ACCOUNTS RECEIVABLE; UNEARNED INCOME.
(A)
THE ACCOUNTS RECEIVABLE REFLECTED ON THE BALANCE SHEET ARE OWNED
FREE AND CLEAR BY SELLER AND ARE BASED ON SELLER'S REASONABLE JUDGMENT AND ITS
NORMAL CREDIT REVIEW PROCEDURES, BUSINESS PRACTICES AND GAAP, AND ARE FULLY
COLLECTIBLE IN ACCORDANCE WITH THEIR TERMS IN AN AMOUNT NOT LESS THAN THEIR
AGGREGATE BOOK VALUE, EXCEPT FOR ANY AMOUNTS THAT BECOME UNCOLLECTIBLE AFTER THE
CLOSING DATE DUE TO ACTIONS TAKEN BY BUYER WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON THE COLLECTIBILITY OF THE ACCOUNTS
RECEIVABLE.
"AGGREGATE BOOK VALUE", FOR THIS PURPOSE, SHALL MEAN THE AGGREGATE
RECORDED AMOUNTS OF SUCH ACCOUNTS RECEIVABLE, LESS THE AGGREGATE RECORDED
ALLOWANCE FOR DOUBTFUL ACCOUNTS, TRADE ALLOWANCES AND RETURN ALLOWANCES, ALL AS
ESTABLISHED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
ALL ACCOUNTS
RECEIVABLE FOR CUSTOMER COLLECTIONS AND BILLINGS PRIOR TO THE CLOSING DATE HAVE
BEEN PROPERLY RECORDED ON SELLER'S BOOKS AND RECORDS ON A TIMELY BASIS AND IN
THE MONTH IN WHICH SELLER'S EFFORTS AND ACTIVITIES GENERATING SUCH INCOME WERE
EXPENDED.
(B)
THE UNEARNED INCOME REFLECTED ON THE BALANCE SHEET IS BASED ON
SELLER'S REASONABLE JUDGMENT, BUSINESS PRACTICES, AS ESTABLISHED IN ACCORDANCE
WITH GAAP CONSISTENTLY APPLIED.
ALL UNEARNED INCOME RELATING TO CONTRACTS
EXECUTED PRIOR TO THE CLOSING DATE HAVE BEEN PROPERLY RECORDED ON SELLER'S BOOKS
AND RECORDS ON A TIMELY BASIS AND IN THE MONTH IN WHICH SELLER'S RECEIVED THE
CASH PAYMENT.
3.19
EMPLOYEES, DIRECTORS AND OFFICERS.
SCHEDULE 3.19 COMPRISES A
COMPLETE AND CORRECT LIST OF ALL OF SELLER'S PRESENT EMPLOYEES WHO DEVOTE