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(d) The Corporation has good and marketable title to all of its properties and assets that are reflected in Exhibit A. These properties and assets are owned by the Corporation free and clear of all mortgages, liens, and encumbrances, except any liens and encumbrances disclosed in Exhibit B and Section 8 of this Agreement, and liens for taxes not yet due and payable. The Corporation is not party to any employment agreement, collective bargaining agreement, or pension, profit sharing or retirement plan or agreement that relates to any period beyond the closing date. At least 15 days before the Closing Date Seller will furnish to Buyer an accurate list and summary description of all machinery, equipment, facilities, and other tangible assets retained by Corporation that are not already reflected on Exhibit A. (e) To the best of Seller's knowledge, the Corporation has operated the business in accordance with all laws, ordinances, and rules relating to the business. (f) No proceedings, judgments, or liens are now pending or threatened against Seller or against the Corporation. No labor dispute is pending or, to the knowledge of Seller, threatened against Seller or the Corporation. (g) Absence of change. Since March 31, 1997, the Corporation has not issued any stock, bonds, or other corporate securities. Since that date the Corporation has not: 1) Incurred any obligation or liability except in the ordinary course of its business; 2) Declared or paid any dividend or payment or distribution to shareholders, or purchased or redeemed any shares of its common stock; 3) Mortgaged, pledged, or subjected to lien any of its assets, tangible or intangible; 4) Sold or transferred any assets or canceled any debts or claims except in the ordinary course of business; 5) Granted any uniform increase in the total monthly payroll obligation of the Corporation over the payroll obligation for the same month in the preceding calendar year; 6) Suffered any extraordinary losses or waived any rights except in the ordinary course of business; or GOLF COURSE SERVICES PURCHASE AGREEMENT rAht 4 rev 6/27107. 6/30/Q7