ENVIRONMENTAL CONCERN, AND THERE ARE NO
ACTIONS, ACTIVITIES, CIRCUMSTANCES, CONDITIONS, EVENTS OR INCIDENTS THAT PRESENT
A MATERIAL THREAT OF RELEASE, EMISSION, DISCHARGE, PRESENCE OR DISPOSAL OF ANY
MATERIAL OF ENVIRONMENTAL CONCERN, THAT WOULD REASONABLY BE EXPECTED TO FORM THE
BASIS OF ANY MATERIAL ENVIRONMENTAL CLAIM AGAINST SELLER OR ANY SUBSIDIARY
RELATING TO THE BUSINESS, OR, TO THE KNOWLEDGE OF SELLER, AGAINST ANY PERSON
WHOSE LIABILITY FOR ANY ENVIRONMENTAL CLAIM RELATING TO THE BUSINESS SELLER OR
ANY OF ITS SUBSIDIARIES HAS RETAINED OR ASSUMED EITHER CONTRACTUALLY OR BY
OPERATION OF LAW.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 3.18:
(I) NEITHER SELLER NOR ANY SUBSIDIARY IS THE SUBJECT, EITHER DIRECTLY OR
INDIRECTLY, OF ANY ENVIRONMENTAL CLAIM WITH RESPECT TO ANY ON-SITE OR OFF-SITE
LOCATIONS WHERE SELLER OR ANY SUBSIDIARY HAS STORED, DISPOSED OR ARRANGED FOR
THE DISPOSAL OF MATERIALS OF ENVIRONMENTAL CONCERN FOR, FROM OR WITH RESPECT TO
THE BUSINESS, (II)
26
there are no underground storage tanks located on property owned or controlled
by Seller or any Subsidiary for the Business, and, to the Knowledge of Seller,
there are no underground storage tanks located on property otherwise used for
the Business, (iii) there is no damaged asbestos contained in or forming part of
any building, building component, structure or office space owned, leased or
otherwise used for the Business, (iv) to the Knowledge of the Seller, there is
no other asbestos contained in or forming part of any building, building
component, structure or office space owned, leased or otherwise used for the
Business, and (v) to the Knowledge of Seller, no polychlorinated biphenyls
(PCBs) or PCB-containing items are used or stored at any property owned, used or
leased for the Business.
(E)
EXCEPT AS SET FORTH ON SCHEDULE 3.18, SELLER HAS PROVIDED TO
PURCHASER ALL WRITTEN ASSESSMENTS, REPORTS, DATA, RESULTS OF INVESTIGATIONS OR
AUDITS AND SIMILAR DOCUMENTS THAT ARE IN THE POSSESSION OF OR REASONABLY
AVAILABLE TO SELLER OR ANY SUBSIDIARY REGARDING THE ENVIRONMENTAL CONDITION OF
THE PROPERTY OWNED, USED OR LEASED FOR THE BUSINESS, OR THE COMPLIANCE (OR
NONCOMPLIANCE) BY SELLER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAWS RELATING
TO THE BUSINESS.
(F)
EXCEPT AS SET FORTH IN SECTION 5.10 OR ON SCHEDULE 3.18, SELLER
IS NOT REQUIRED BY VIRTUE OF THE TRANSACTIONS SET FORTH HEREIN AND CONTEMPLATED
HEREBY, OR AS A CONDITION TO THE EFFECTIVENESS OF ANY TRANSACTIONS CONTEMPLATED
HEREBY, (I) TO PERFORM A SITE ASSESSMENT FOR MATERIALS OF ENVIRONMENTAL CONCERN,
(II) TO REMOVE OR REMEDIATE MATERIALS OF ENVIRONMENTAL CONCERN, (III) TO GIVE
NOTICE TO OR RECEIVE APPROVAL FROM ANY GOVERNMENTAL AUTHORITY, OR (IV) TO RECORD
OR DELIVER TO ANY PERSON OR ENTITY ANY DISCLOSURE DOCUMENT OR STATEMENT
PERTAINING TO ENVIRONMENTAL MATTERS.
(G)
WITH RESPECT TO THE MATTERS DISCLOSED IN THE REPORTS LISTED IN
SCHEDULE 3.18(G) HERETO, THERE IS NO INDIVIDUAL ITEM OR SERIES OF RELATED ITEMS
THAT WOULD REASONABLY BE EXPECTED TO CAUSE LOSSES GREATER THAN $200,000, OR
THAT, TAKEN IN THE AGGREGATE, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
3.19
TAXES AND