ASSETS OR THE ADDITIONAL ASSETS SUBJECT TO SUCH ENCUMBRANCES (THE
ENCUMBRANCES DESCRIBED IN CLAUSES (I) THROUGH (IV) BEING REFERRED TO
COLLECTIVELY AS, THE "PERMITTED ENCUMBRANCES").
(B)
EXCEPT AS SET FORTH ON SCHEDULE 2.14(B), SELLERS HAVE GOOD AND
VALID TITLE TO THE ADDITIONAL ASSETS, FREE AND CLEAR OF ALL ENCUMBRANCES, EXCEPT
FOR PERMITTED ENCUMBRANCES.
(C)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 2.14
SHALL NOT APPLY TO INTELLECTUAL PROPERTY.
ALL REPRESENTATIONS AND WARRANTIES
RELATING TO TITLE TO ANY INTELLECTUAL PROPERTY ARE SET FORTH IN SECTION 2.11
HEREOF.
SECTION 2.15
ENVIRONMENTAL LAWS AND REGULATIONS.
EXCEPT AS SET FORTH
ON SCHEDULE 2.15, (A) THE BUSINESS IS, AND HAS BEEN, CONDUCTED IN MATERIAL
COMPLIANCE WITH ALL APPLICABLE MATERIAL LAWS RELATING TO PROTECTION OF THE
ENVIRONMENT, TO HUMAN HEALTH AND SAFETY OR TO HAZARDOUS SUBSTANCES, INCLUDING
ALL PERMITS AND GOVERNMENTAL AUTHORIZATIONS (COLLECTIVELY, "ENVIRONMENTAL LAWS",
(B) THE MDL GROUP COMPANIES HAVE OBTAINED OR CAUSED TO BE OBTAINED ALL MATERIAL
ENVIRONMENTAL PERMITS NECESSARY FOR THE OPERATION OF THE BUSINESS TO COMPLY WITH
ALL APPLICABLE MATERIAL ENVIRONMENTAL LAWS, AND THE MDL GROUP COMPANIES ARE IN
MATERIAL COMPLIANCE WITH THE TERMS OF SUCH PERMITS, (C) THERE HAS BEEN NO
WRITTEN ENVIRONMENTAL AUDIT
19
conducted within the past five years by or on behalf of any MDL Group Company
with respect to the Leased Premises which has not been delivered to Buyer prior
to the date hereof, and (d) the MDL Group Companies and Sellers have not
received any written notice of any actions, causes of action, claims,
investigations, complaints, written demands or written notices asserting any
liability against or violation by any MDL Group Company or the Business under
any Environmental Law.
SECTION 2.16
TAXES.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 2.16(A), ALL TAX RETURNS REQUIRED
TO BE FILED BY OR WITH RESPECT TO ANY MDL GROUP COMPANY HAVE BEEN TIMELY FILED
IN ACCORDANCE WITH APPLICABLE LAWS, AND EACH SUCH TAX RETURN IS ACCURATE AND
COMPLETE IN ALL MATERIAL RESPECTS.
ALL TAXES DUE BY OR WITH RESPECT TO ANY MDL
GROUP COMPANY HAVE BEEN TIMELY PAID (WHETHER OR NOT SHOWN ON ANY TAX RETURN).
NO MDL GROUP COMPANY HAS REQUESTED OR IS THE BENEFICIARY OF AN EXTENSION OF TIME
WITHIN WHICH TO FILE ANY TAX RETURN, WHICH TAX RETURN HAS NOT SINCE BEEN FILED
WITHIN THE PERIOD OF SUCH EXTENSION.
NONE OF THE MDL GROUP COMPANIES (OR ANY
MEMBER OF ANY AFFILIATED, CONSOLIDATED, COMBINED OR UNITARY GROUP OF WHICH AN
MDL GROUP COMPANY IS OR HAS BEEN A MEMBER) HAS GRANTED ANY EXTENSION OR WAIVER
OF THE STATUTE OF LIMITATIONS PERIOD, OR OF THE TIME FOR ASSESSMENT OR
COLLECTION, APPLICABLE TO ANY TAX OR TAX RETURN, WHICH PERIOD (AFTER GIVING
EFFECT TO SUCH EXTENSION OR WAIVER) HAS NOT YET EXPIRED.
ALL TAX RETURNS FILED
WITH RESPECT TO TAX YEARS OF THE MDL GROUP COMPANIES THROUGH THE TAX YEAR ENDED
DECEMBER 31, 1999 HAVE BEEN EXAMINED AND CLOSED OR ARE TAX RETURNS WITH RESPECT
TO WHICH THE APPLICABLE PERIOD FOR ASSESSMENT UNDER APPLICABLE LAW, AFTER GIVING