ENVIRONMENTAL LAWS.
THE COMPANY AND ITS SUBSIDIARIES (I) ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY AND ALL ENVIRONMENTAL LAWS (AS
HEREINAFTER DEFINED), (II) HAVE RECEIVED ALL PERMITS, LICENSES OR OTHER
APPROVALS REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR
RESPECTIVE BUSINESSES AND (III) ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ALL TERMS AND CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL WHERE, IN EACH
OF THE FOREGOING CLAUSES (I), (II) AND (III), THE FAILURE TO SO COMPLY WOULD BE
REASONABLY EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT.
THE TERM "ENVIRONMENTAL LAWS" MEANS ALL FEDERAL, STATE, LOCAL
OR FOREIGN LAWS RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH OR THE
ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, SURFACE WATER,
GROUNDWATER, LAND SURFACE OR SUBSURFACE STRATA), INCLUDING, WITHOUT LIMITATION,
LAWS RELATING TO EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF
CHEMICALS, POLLUTANTS, CONTAMINANTS, OR TOXIC OR HAZARDOUS SUBSTANCES OR WASTES
(COLLECTIVELY, "HAZARDOUS MATERIALS") INTO THE ENVIRONMENT, OR OTHERWISE
RELATING TO THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE,
DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS, AS WELL AS ALL
AUTHORIZATIONS, CODES, DECREES, DEMANDS OR DEMAND LETTERS, INJUNCTIONS,
JUDGMENTS, LICENSES, NOTICES OR NOTICE LETTERS, ORDERS, PERMITS, PLANS OR
REGULATIONS ISSUED, ENTERED, PROMULGATED OR APPROVED THEREUNDER.
(DD)
SUBSIDIARY RIGHTS.
EXCEPT AS SET FORTH IN SCHEDULE 3.1(DD), THE COMPANY
OR ONE OF ITS SUBSIDIARIES HAS THE UNRESTRICTED RIGHT TO VOTE, AND (SUBJECT TO
LIMITATIONS IMPOSED BY APPLICABLE LAW) TO RECEIVE DIVIDENDS AND DISTRIBUTIONS
ON, ALL CAPITAL SECURITIES OF ITS SUBSIDIARIES AS OWNED BY THE COMPANY OR SUCH
SUBSIDIARY.
(EE)
TAX STATUS.
THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) HAS MADE OR
FILED ALL FOREIGN, FEDERAL AND STATE INCOME AND ALL OTHER TAX RETURNS, REPORTS
AND DECLARATIONS REQUIRED BY ANY JURISDICTION TO WHICH IT IS SUBJECT, (II) HAS
PAID ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS AND CHARGES THAT ARE MATERIAL
IN AMOUNT, SHOWN OR DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND
DECLARATIONS, EXCEPT THOSE BEING CONTESTED IN GOOD FAITH AND (III) HAS SET ASIDE
ON ITS BOOKS PROVISION REASONABLY ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR
PERIODS SUBSEQUENT TO THE PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS
APPLY.
THERE ARE NO UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE DUE BY
THE TAXING AUTHORITY OF ANY JURISDICTION, AND THE OFFICERS OF THE COMPANY KNOW
OF NO BASIS FOR ANY SUCH CLAIM.
16
(FF)
RIGHT OF FIRST OFFER.
THE COMPANY HAS NOT GRANTED TO ANY
PERSON ANY RIGHTS OF FIRST OFFER OR RIGHTS OF FIRST REFUSAL WITH RESPECT TO THE
PROVISION OR OBTAINING OF ANY DEBT OR EQUITY FINANCING, INCLUDING, BUT NOT
LIMITED TO, ANY RIGHTS TO PROVIDE ADDITIONAL FINANCING CURRENTLY AVAILABLE UNDER
THE CREDIT FACILITIES DESCRIBED ON SCHEDULE 3.1(Z) HERETO, EXCEPT FOR SUCH
RIGHTS OF FIRST OFFER OR RIGHTS OF FIRST REFUSAL THAT BY THEIR TERMS HAVE
EXPIRED OR TERMINATED AND ARE NO LONGER EFFECTIVE AS OF THE CLOSING DATE.
3.2
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.
EACH INVESTOR HEREBY, AS
TO