TO THE KNOWLEDGE OF PRFS, PRFS OR THE RELEVANT PRFS SUBSIDIARY:
(I)
HAS CORRECTLY COMPUTED ALL CONTRIBUTIONS, PAYMENTS OR OTHER AMOUNTS IN
ACCORDANCE WITH THE APPLICABLE DOCUMENTS OF ANY SUCH PLAN, PROGRAM OR
ARRANGEMENT;
(II)
HAS NOT ENGAGED IN ANY PROHIBITED TRANSACTIONS (AS DEFINED IN ERISA
SECTION 406 FOR WHICH AN EXEMPTION DOES NOT EXIST);
(III)
HAS NOT BREACHED ANY DUTY IMPOSED ON PRFS OR THE RELEVANT PRFS SUBSIDIARY
ACTING AS A RECORD-KEEPER, CONSULTANT, ADMINISTRATOR, CUSTODIAN, FIDUCIARY OR
TRUSTEE BY ERISA: AND
(IV)
HAS NOT OTHERWISE INCURRED ANY LIABILITY TO THE IRS, THE DEPARTMENT OF
LABOR, THE PENSION BENEFIT GUARANTY CORPORATION, OR TO ANY BENEFICIARY,
FIDUCIARY OR SPONSOR OF ANY ERISA PLAN IN THE PERFORMANCE (OR NON-PERFORMANCE)
OF SERVICES; EXCEPT AS PREVIOUSLY DISCLOSED TO CMTY AND EXCEPT WHERE ANY SUCH
ACTION OR INACTION WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
3.13 BROKERS AND FINDERS.
NEITHER PRFS, ANY PRFS SUBSIDIARY, NOR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS OR AGENTS,
HAS EMPLOYED ANY BROKER, FINDER, INVESTMENT BANKER OR FINANCIAL ADVISOR, OR
INCURRED ANY LIABILITY FOR ANY FEES OR COMMISSIONS TO ANY SUCH PERSON, IN
CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, EXCEPT FOR GRIFFIN FINANCIAL
GROUP, LLC ("GRIFFIN").
34
3.14 ENVIRONMENTAL MATTERS.
(A)
EXCEPT AS SET FORTH IN PRFS DISCLOSURE SCHEDULE 3.14(A), TO THE KNOWLEDGE
OF PRFS, NEITHER PRFS NOR ANY PRFS SUBSIDIARY, NOR ANY PROPERTY OWNED OR
OPERATED BY PRFS OR ANY PRFS SUBSIDIARY, HAS BEEN OR IS IN VIOLATION OF OR
LIABLE UNDER ANY ENVIRONMENTAL LAW, EXCEPT FOR SUCH VIOLATIONS OR LIABILITIES
THAT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS, OR DEMANDS, CLAIMS OR
NOTICES, INCLUDING WITHOUT LIMITATION NOTICES, DEMAND LETTERS OR REQUESTS FOR
INFORMATION FROM ANY REGULATORY AUTHORITY, INSTITUTED OR PENDING, OR TO THE
KNOWLEDGE OF PRFS, THREATENED, OR ANY INVESTIGATION PENDING, RELATING TO THE
LIABILITY OF PRFS OR ANY PRFS SUBSIDIARY WITH RESPECT TO ANY PROPERTY OWNED OR
OPERATED BY PRFS OR ANY PRFS SUBSIDIARY UNDER ANY ENVIRONMENTAL LAW, EXCEPT AS
TO ANY SUCH ACTIONS OR OTHER MATTERS WHICH WOULD NOT RESULT IN A MATERIAL
ADVERSE EFFECT.
(B)
TO THE KNOWLEDGE OF PRFS, NO PROPERTY, NOW OR FORMERLY OWNED OR OPERATED BY
PRFS OR ANY PRFS SUBSIDIARY OR ON WHICH PRFS OR ANY PRFS SUBSIDIARY HOLDS OR
HELD A MORTGAGE OR OTHER SECURITY INTEREST OR HAS FORECLOSED OR TAKEN A DEED IN
LIEU OF FORECLOSURE, HAS BEEN LISTED OR PROPOSED FOR LISTING ON THE NATIONAL
PRIORITY LIST UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND
LIABILITY ACT OF 1980, AS AMENDED ("CERCLA"), ON THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE COMPENSATION AND LIABILITIES INFORMATION SYSTEM, OR ANY SIMILAR STATE
LIST, OR WHICH IS THE SUBJECT OF FEDERAL, STATE OR LOCAL ENFORCEMENT ACTIONS OR
OTHER INVESTIGATIONS WHICH MAY LEAD TO CLAIMS AGAINST PRFS OR ANY PRFS
SUBSIDIARY FOR RESPONSE COSTS, REMEDIAL WORK, INVESTIGATION, DAMAGE TO NATURAL
RESOURCES OR FOR PERSONAL INJURY OR PROPERTY DAMAGE CLAIM, INCLUDING, BUT NOT
LIMITED TO, CLAIMS UNDER CERCLA, WHICH WOULD HAVE A MATERIAL ADVERSE