definiens: shall mean any material or substance which is or will foreseeably be regulated byany governmental body including without limitation any material or substance which is defined as,,,, or similar term under anyEnvironmental Laws ; ( k ) Section 6(d ) sets forth each of the permits held by Salisbury and [COMPANY] for theownership, lease, operation or use of the Facility and Assets . Salisbury and [COMPANY] are in compliance with eachsuch permit, each such permit is in full force and effect, and neither Salisbury nor [COMPANY] has received any noticeor written communication regarding any adverse change in the status or terms or conditions of any such permit . ToSalisbury ’s and [COMPANY] ’s knowledge, there is no condition, event or circumstance that could reasonably beexpected to prevent or impede the transferability of such permits ; ( l ) To Salisbury ’s and [COMPANY] ’s knowledge, there are no unregistered or unlicensedunderground storage tanks at, on or under the Real Property ; ( m ) Schedule 5(m ) contains a complete and accurate list of all off - site Hazardous Materialtreatment, storage or disposal facilities or locations currently or formerly used by the Salisbury or [COMPANY], and, toSalisbury ’s and [COMPANY] ’s knowledge, none of these facilities or locations has been placed or proposed forplacement on the National Priorities List, under CERCLA, or any similar state list, and neither Salisbury nor Glycotechhas received any notice regarding potential liabilities with respect to any such off - site Hazardous Materials treatment, storage or disposal facilities or locations ever used by Salisbury or [COMPANY] ; 6 ( n ) neither Salisbury or [COMPANY], nor the Real Property or Assets, is, nor, to Salisbury ’s andGlycotech ’s knowledge, any former owner or operator of the Real Property, is subject to any outstanding consentdecree, compliance order, settlement agreement or administrative order under any Environmental Laws, except asdescribed in the Akzo Nobel Agreement ; neither Salisbury nor [COMPANY] is a party to any contracts with third partiesfor the assessment and/or remediation of environmental conditions at the Real Property, except the Akzo NobelAgreement ; ( o ) There are no parties in possession of all or any portion of the Real Property other thanGlycotech under the [COMPANY] Lease ; ( p ) Salisbury is a limited liability company duly organized, validly existing, and in good standingunder the laws of the State of North Carolina, has full power and authority to own and operate its properties andassets in connection with the business of the Facility, and has full power and authority to enter into this Agreementand to assume and perform all of its obligations hereunder . The execution and delivery of this Agreement and theclosing documents required under Section 9, performance by Salisbury of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all limitedliability company and other action required under applicable law, Salisbury ’s operating agreement, or otherwise . ThisAgreement constitutes, and the closing documents to be executed and delivered by Salisbury will constitute atClosing, the legal, valid, and binding obligations of Salisbury enforceable against Salisbury in accordance with theirrespective terms ; ( q ) [COMPANY] is a corporation duly organized, validly existing, and in good standing under thelaws of the State of North Carolina, has full power and authority to own and operate its properties and assets inconnection with the business of the Facility, and has full power and authority to enter into this Agreement and toassume and perform all of its obligations hereunder . The execution and delivery of this Agreement and the closingdocuments required under Section 9, performance by [COMPANY] of its obligations hereunder and thereunder, and theconsummation of the transactions contemplated hereby have been duly and validly authorized by all corporate andother action required under applicable law, [COMPANY] ’s articles of incorporation and bylaws, or otherwise . ThisAgreement constitutes, and the closing documents to be executed and delivered by [COMPANY] will constitute atClosing, the legal, valid, and binding obligations of [COMPANY] enforceable against [COMPANY] in accordance with theirrespective terms ; ( r ) Salisbury or [COMPANY] currently has in effect policies of fire, liability, worker’scompensation, and other forms of insurance that provide adequate coverage for the Assets, the Real Property, andthe business conducted at the Facility ( collectively, the ) . All Insurance Policies are and willremain in force and effect through the date of Closing ; and 7 ( s ) No third party has any right of first refusal, right of first offer, option, or similar right topurchase the Facility, the Real Property, or the Assets, other than the Purchaser ’s right under the ROFR Agreement