would have been required to be disclosed on the Financial Statements pursuant to
GAAP or in the notes to such Financial Statements.
Section 5.11 No Adverse Change. Since June 30, 1997, (a) there has been no
material adverse change in the Assets or the business, financial condition or
operations of the Systems; (b) the Assets and the financial condition and
operations of the Systems have not been materially and adversely affected as a
result of any fire, explosion, accident, casualty, labor trouble, flood,
drought, riot, storm, condemnation, or act of God or public force or otherwise;
and (c) none of Seller or any Seller Subsidiary has made any sale, assignment,
lease or other transfer of any of the Assets other than in the ordinary course
of business in an aggregate amount not exceeding $100,000.
Section 5.12 Employees.
(a) Schedule 5.12 sets forth a true and complete list of all individuals
employed by Seller or a Seller Subsidiary who primarily render services to the
Systems. Except as described on Schedule 5.12, neither Seller nor any Seller
Subsidiary is a party to any written or oral employment Contract with any such
individual, other than a Contract which is terminable at will by either party.
(b) Neither Seller nor any Seller Subsidiary is a party or subject to
any labor union or collective bargaining agreement in connection with the
Systems, and neither Seller nor any Seller Subsidiary is a party to any labor or
employment dispute involving any of its employees who render services in
connection with the Systems. Neither Seller, any Seller Subsidiary nor any
entity related to Seller or any Seller Subsidiary (under Sections 414(b), (c),
(m) or (o) of the Code) contribute to, are required to contribute, or ever have
been required to contribute to, a "Multiemployer Plan", as that term is defined
in Section 3(37) of ERISA on behalf of any employee of the Systems.
(c) Neither Seller nor any Seller Subsidiary accrues sick leave for its
employees as a liability for accounting purposes, nor do Seller or any Seller
Subsidiary have any obligation to pay unused sick leave to employees of Seller
or any Seller Subsidiary upon such employees' termination of employment.
Section 5.13 Employee Benefits. Each Employee Benefit Plan sponsored or
maintained by Seller, any Seller Subsidiary or any entity related to Seller
(under the terms of Sections 414(b), (c), (m) or (o) of the Code) is in material
compliance with the provisions of ERISA; no reportable event (as defined in
Section 4043(c)(1), (2), (3), (5), (6), (7), (10) or (13) of ERISA) has occurred
and is continuing with respect to any such Employee Benefit Plan; and, no non-
exempt prohibited transaction (as defined in Section 406 of ERISA) has occurred
with respect to any such Employee Benefit Plan that would result in any
liability to Seller or any Seller Subsidiary.