Mergers and Acquisitions For Dummies (80 page)

Seller has presented Buyer with a list of all material contracts, including credit and loan agreements, mortgages, leases, collective bargaining agreements, employment agreements, severance plans, employee benefit plans, and supplier and vendor agreements.

Seller has provided Buyer with a listing of all bank accounts, certificates of deposit, safe deposit boxes, and credit cards issued to employees.

Seller doesn't know of any litigation or pending litigation involving the company.

Seller has presented Buyer with a schedule containing each employee plan, including, but not limited to, bonus; deferred compensation; incentive compensation; stock purchase; stock option; severance pay; medical, life, or other insurance; profit-sharing; and 401(k), pension, or retirement plans.

All employee benefit plans have been operated and administered in accordance with the plans' terms.

Seller knows of no labor problems (strikes, slowdowns, lockouts, work stoppages, and so on).

The company is in compliance with the requirements of the Worker Adjustment and Retraining Notification Act (WARN) and is in compliance with the Occupational Safety and Health Act of 1970 (OSHA).

Seller has provided all patents, patent applications, trademarks, trademark applications, trade names, service marks, service mark applications, customer lists, copyrights, and copyright applications to Buyer.

The company owns all intellectual property it's selling to Buyer.

All computer software and proprietary databases owned or licensed by the company are paid for or owned by the company.

The company takes reasonable measures to protect the confidentiality of trade secrets and proprietary data (including any customer lists and record of financial information constituting a trade secret).

Seller has provided all environmental reports and permits to Buyer.

The company is in compliance with environmental laws.