FORCE 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 SIRIUS IS CURRENTLY
CONDUCTED.
SIRIUS HAS NOT 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 SIRIUS DURING SUCH PERIOD AND, TO
THE KNOWLEDGE OF SELLERS, NO SUCH MATERIAL INTERRUPTION IS THREATENED.
SECTION 4.17
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS RECEIVABLE OF SIRIUS
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 SIRIUS TO
CALCULATE SUCH RESERVE AND WITH SIRIUS'S PRIOR ACCOUNTING AND COLLECTION
PRACTICES.
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.
26
SECTION 4.19
EMPLOYEES AND RELATED MATTERS.
SCHEDULE 4.19 IS A
COMPLETE LIST OF ALL CURRENT EMPLOYEES OF SIRIUS, 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 SIRIUS OR ANY AFFILIATE THEREOF.
SIRIUS HAS NO
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 SIRIUS.
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 SIRIUS 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 AS "PLANS").
SIRIUS IS NOT SUBJECT TO ANY LEGAL, CONTRACTUAL, EQUITABLE OR OTHER OBLIGATION
TO ENTER INTO ANY NEW PLAN OR TO MODIFY OR CHANGE ANY EXISTING PLAN.
(B)
WITH RESPECT TO EACH PLAN,