THE PAST THREE
YEARS IN CONNECTION WITH THE ASSETS OR BUSINESS AND OF INDIVIDUAL CLAIMS IN
EXCESS OF $50,000, AND SIMILAR CLAIMS IN EXCESS, IN THE AGGREGATE, OF $200,000
DURING ANY 12-MONTH PERIOD, MADE BY SELLER WITHIN THREE YEARS PRIOR TO THE DATE
HEREOF, UNDER ANY INSURANCE POLICIES.
SUCH INSURANCE IS ADEQUATE IN KIND AND
AMOUNT TO COVER KNOWN INSURABLE RISKS OF SELLER OCCURRING PRIOR TO THE CLOSING.
3.17
EMPLOYEE RELATIONS.
THE RECORDS MAINTAINED BY SELLER RELATED TO
THE EMPLOYEES OF THE SELLER ARE ACCURATE AND COMPLETE.
SELLER IS IN MATERIAL
COMPLIANCE WITH ALL APPLICABLE LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT
PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT, AND WAGES AND HOURS, AND THERE
ARE NO AMOUNTS ACCRUED AND/OR OWING AS OF THE CLOSING DATE IN RESPECT OF THE
EMPLOYEES OF SELLER, INCLUDING WAGES, EMPLOYMENT INSURANCE PREMIUMS, CANADA
PENSION PLAN CONTRIBUTIONS AND WORKERS COMPENSATION PREMIUMS AND ASSESSMENTS,
EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE.
SELLER HAS NO CONTINUING
OBLIGATION, INCLUDING ANY OBLIGATION FOR HEALTH, LIFE, MEDICAL INSURANCE OR
OTHER SIMILAR FRINGE BENEFITS TO ANY FORMER EMPLOYEE OF THE SELLER.
SELLER HAS
NO LIABILITY WITH RESPECT TO EMPLOYEES WHO HAVE BEEN TERMINATED OR GIVEN NOTICE
OF TERMINATION PRIOR TO THE CLOSING DATE.
SECTION 3.17 OF THE DISCLOSURE
SCHEDULE SETS FORTH A TRUE, CORRECT AND COMPLETE LIST OF THE EMPLOYEES OF THE
SELLER, THEIR NAMES, JOB DESCRIPTIONS, AGES, DATES OF HIRE, LENGTH OF SERVICE,
SALARY OR WAGE RATES, BONUS AND COMMISSION ARRANGEMENTS, BENEFIT ENTITLEMENT,
IMMIGRATION STATUS, IF ANY, AND STATUS AS FULL-TIME OR PART-TIME, PERMANENT OR
TEMPORARY AND THE LENGTH OF ANY TEMPORARY OR FIXED TERM EMPLOYMENT.
SECTION
3.17 OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST OF ALL EMPLOYMENT OR
COMPENSATION AGREEMENTS WITH EACH OFFICER AND EMPLOYEE OF SELLER (INCLUDING ALL
SEVERANCE, "STAY-PUT" AND SIMILAR AGREEMENTS AND ALL AGREEMENTS WHICH RESULT IN
THE CREATION OR OCCURRENCE OF ANY RIGHT, DUTY OR OBLIGATION BASED UPON, OR AS A
RESULT OF, ANY CHANGE OF CONTROL OF SELLER OR ITS ASSETS).
TO SELLER'S
KNOWLEDGE, NO EMPLOYEE HAS ANY PLANS TO TERMINATE EMPLOYMENT WITH SELLER.
3.18
LABOR MATTERS.
SELLER HAS NOT EXPERIENCED ANY LABOR DISPUTES OR
ANY WORK STOPPAGES DUE TO LABOR DISAGREEMENTS AND TO SELLER'S KNOWLEDGE THERE IS
NO SUCH DISPUTE OR WORK STOPPAGE THREATENED AGAINST SELLER.
NO EMPLOYEE OF
SELLER IS REPRESENTED BY ANY UNION OR COLLECTIVE BARGAINING AGENT AND TO
9
THE KNOWLEDGE OF SELLER, THERE HAS BEEN NO UNION ORGANIZATIONAL EFFORT IN
RESPECT OF ANY EMPLOYEES OF SELLER SINCE THE FORMATION OF SELLER.
NO TRADE
UNION HAS APPLIED TO HAVE SELLER DECLARED A RELATED EMPLOYER PURSUANT TO THE
LABOUR RELATIONS CODE (BRITISH COLUMBIA ) OR ANY SIMILAR LEGISLATION IN ANY
JURISDICTION IN WHICH THE SELLER CARRIES ON BUSINESS.
THERE ARE NO PENDING OR,
TO THE KNOWLEDGE OF SELLER, THREATENED LEGAL PROCEEDINGS BY ANY PERSON OR
GOVERNMENTAL AUTHORITY AGAINST SELLER WITH RESPECT TO ANY VIOLATION OR ALLEGED
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL LAWS, RULES OR REGULATIONS
(A) PROHIBITING DISCRIMINATION ON ANY BASIS, INCLUDING, WITHOUT LIMITATION, ON
THE BASIS OF