GRANT OR OTHER THING OF VALUE, HOWEVER
CHARACTERIZED) TO ANY OFFICIAL OF ANY GOVERNMENTAL ENTITY, ANY PERSON ACTING ON
BEHALF OF ANY GOVERNMENTAL ENTITY, ANY POLITICAL PARTY OR OFFICIAL THEREOF OR
ANY CANDIDATE FOR POLITICAL OFFICE AT THE SUGGESTION, REQUEST, DIRECTION OR FOR
THE BENEFIT OF ANY OF THE ABOVE-DESCRIBED PERSONS THAT WAS ILLEGAL UNDER
APPLICABLE LAW; OR (B) VIOLATED OR IS IN VIOLATION OF THE FOREIGN CORRUPT
PRACTICES ACT OF 1977, OR ANY OTHER APPLICABLE LAW OF SIMILAR EFFECT, INCLUDING
LAWS IMPLEMENTING THE OECD CONVENTION ON COMBATING BRIBERY OF FOREIGN PUBLIC
OFFICIALS IN INTERNATIONAL BUSINESS TRANSACTIONS.
(B)
ALL MATERIAL APPROVALS, PERMITS, LICENSES AND AUTHORIZATIONS OF
GOVERNMENTAL ENTITIES REQUIRED TO BE HAD BY ANY OF THE COMPANIES OR THEIR
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS,
SHAREHOLDERS OR EMPLOYEES TO CONDUCT THE BUSINESS AS CURRENTLY CONDUCTED AND TO
PERMIT EACH COMPANY AND EACH SUBSIDIARY OF THE COMPANIES TO OWN AND USE ITS
MATERIAL PROPERTIES AND ASSETS, IN ALL MATERIAL RESPECTS, IN THE MANNER IN WHICH
IT CURRENTLY OWNS AND USES SUCH PROPERTIES AND ASSETS (COLLECTIVELY, "PERMITS")
HAVE BEEN OBTAINED AND ALL SUCH PERMITS ARE IN FULL
48
FORCE AND EFFECT AND THE BUSINESS IS BEING OPERATED IN COMPLIANCE IN ALL
MATERIAL RESPECTS THEREWITH (EXCEPT THAT THIS SENTENCE SHALL NOT APPLY TO ANY
PERMITS THAT ARE COVERED BY SECTION 3.10(A)).
SECTION 3.9(B) OF THE SELLER
DISCLOSURE SCHEDULE LISTS ALL SUCH PERMITS CURRENTLY IN EXISTENCE AND MAINTAINED
BY ANY OF THE COMPANIES OR ANY OF THEIR SUBSIDIARIES. TO THE KNOWLEDGE OF
SELLERS, NO GOVERNMENTAL ENTITY HAS THREATENED IN WRITING TO REVOKE, MATERIALLY
AMEND OR IMPOSE ANY MATERIAL CONDITION OR SANCTION IN RESPECT OF ANY SUCH
PERMIT, OR COMMENCED FORMAL PROCEEDINGS TO REVOKE, MATERIALLY AMEND, OR IMPOSE
ANY MATERIAL CONDITION OR SANCTION IN RESPECT OF ANY SUCH PERMIT.
ALL
APPLICATIONS REQUIRED TO HAVE BEEN FILED PRIOR TO EACH DATE AS OF WHICH THIS
REPRESENTATION IS MADE FOR THE RENEWAL OF ANY MATERIAL PERMITS AFTER SUCH DATE
HAVE BEEN FILED WITH THE APPROPRIATE PERSONS, EXCEPT AS WOULD NOT CAUSE SUCH
PERMITS TO BE REVOKED OR NOT RENEWED.
(C)
TO THE KNOWLEDGE OF SELLERS, SINCE JANUARY 1, 2006, THE COMPANIES
AND THEIR SUBSIDIARIES HAVE COLLECTED, MAINTAINED AND SECURED ALL PERSONAL
INFORMATION AND DATA PROVIDED TO IT BY THIRD PERSONS IN COMPLIANCE, IN ALL
MATERIAL RESPECTS, WITH ALL LAWS.
TO THE KNOWLEDGE OF SELLERS, SINCE JANUARY 1,
2006, THE COMPANIES AND THEIR SUBSIDIARIES HAVE NOT RELEASED ANY SUCH PERSONAL
INFORMATION OR DATA TO ANY PERSON NOT AUTHORIZED TO HAVE SUCH INFORMATION IN
MATERIAL VIOLATION OF ANY LAW.
SECTION 3.10
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN SECTION 3.10
OF THE SELLER DISCLOSURE SCHEDULE, OR AS DISCLOSED IN AN ENVIRONMENTAL SITE
ASSESSMENT OR SIMILAR STUDY MADE AVAILABLE TO PURCHASERS PRIOR TO THE DATE
HEREOF:
(A)
ONE OR MORE OF THE COMPANIES OR THEIR SUBSIDIARIES HAVE OBTAINED
ALL MATERIAL PERMITS THAT ARE REQUIRED UNDER ANY ENVIRONMENTAL LAW FOR THE
OPERATION OF THE BUSINESS IN ALL MATERIAL RESPECTS AS CURRENTLY BEING CONDUCTED,
ALL SUCH PERMITS ARE