HAS NOT BEEN NOTIFIED OF ANY REQUEST FOR SUCH AN AUDIT OR OTHER
EXAMINATION.
(V)
NO ADJUSTMENT RELATING TO ANY RETURNS FILED BY THE COMPANY HAS
BEEN PROPOSED IN WRITING, FORMALLY OR INFORMALLY, BY ANY TAX AUTHORITY TO THE
COMPANY OR ANY REPRESENTATIVE THEREOF.
(VI)
THE COMPANY HAS NO LIABILITY FOR ANY MATERIAL UNPAID TAXES WHICH
HAVE NOT BEEN ACCRUED FOR OR RESERVED ON THE COMPANY'S BALANCE SHEETS INCLUDED
IN THE AUDITED FINANCIAL STATEMENTS OR THE UNAUDITED FINANCIAL STATEMENTS,
WHETHER ASSERTED OR UNASSERTED, CONTINGENT OR OTHERWISE, WHICH IS MATERIAL TO
THE COMPANY, OTHER THAN ANY LIABILITY FOR UNPAID TAXES THAT MAY HAVE ACCRUED
SINCE THE END OF THE MOST RECENT FISCAL YEAR IN CONNECTION WITH THE OPERATION OF
THE BUSINESS OF THE COMPANY IN THE ORDINARY COURSE OF BUSINESS.
(VII)
THE COMPANY HAS NOT TAKEN ANY ACTION AND DOES NOT KNOW OF ANY
FACT, AGREEMENT, PLAN OR OTHER CIRCUMSTANCE THAT IS REASONABLY LIKELY TO PREVENT
THE MERGER FROM QUALIFYING AS A REORGANIZATION WITHIN THE MEANING OF SECTION
368(A) OF THE CODE.
2.16
ENVIRONMENTAL MATTERS.
(A)
EXCEPT AS DISCLOSED IN SECTION 2.16
OF THE COMPANY SCHEDULE: (I) THE COMPANY HAS COMPLIED WITH ALL APPLICABLE
ENVIRONMENTAL LAWS; (II) THE PROPERTIES CURRENTLY OPERATED BY THE COMPANY
(INCLUDING SOILS, GROUNDWATER, SURFACE WATER, BUILDINGS OR OTHER STRUCTURES)
HAVE NOT BEEN CONTAMINATED WITH ANY HAZARDOUS SUBSTANCES BY ANY ACTION OF THE
COMPANY; (III) THE PROPERTIES FORMERLY OWNED BY THE COMPANY WERE NOT
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CONTAMINATED WITH HAZARDOUS SUBSTANCES DURING THE PERIOD OF OWNERSHIP OR
OPERATION BY THE COMPANY OR, TO THE COMPANY'S KNOWLEDGE, DURING ANY PRIOR
PERIOD; (IV) THE COMPANY IS NOT SUBJECT TO LIABILITY FOR ANY HAZARDOUS SUBSTANCE
DISPOSAL OR CONTAMINATION ON ANY THIRD PARTY PROPERTY; (V) THE COMPANY HAS NOT
BEEN ASSOCIATED WITH ANY RELEASE OF ANY HAZARDOUS SUBSTANCE; (VI) THE COMPANY
HAS NOT RECEIVED ANY NOTICE, DEMAND, LETTER, CLAIM OR REQUEST FOR INFORMATION
ALLEGING THAT THE COMPANY MAY BE IN VIOLATION OF OR LIABLE UNDER ANY
ENVIRONMENTAL LAW; AND (VII) THE COMPANY IS NOT SUBJECT TO ANY ORDERS, DECREES,
INJUNCTIONS OR OTHER ARRANGEMENTS WITH ANY GOVERNMENTAL ENTITY OR SUBJECT TO ANY
INDEMNITY OR OTHER AGREEMENT WITH ANY THIRD PARTY RELATING TO LIABILITY UNDER
ANY ENVIRONMENTAL LAW OR RELATING TO HAZARDOUS SUBSTANCES.
(B)
AS USED IN THIS AGREEMENT, THE TERM "ENVIRONMENTAL LAW" MEANS ANY
FEDERAL, STATE, LOCAL OR FOREIGN LAW, REGULATION, ORDER, DECREE, PERMIT,
AUTHORIZATION, OPINION, COMMON LAW OR AGENCY REQUIREMENT RELATING TO: (A) THE
PROTECTION, INVESTIGATION OR RESTORATION OF THE ENVIRONMENT, HEALTH AND SAFETY,
OR NATURAL RESOURCES; (B) THE HANDLING, USE, PRESENCE, DISPOSAL, RELEASE OR
THREATENED RELEASE OF ANY HAZARDOUS SUBSTANCE OR (C) NOISE, ODOR, WETLANDS,
POLLUTION, CONTAMINATION OR ANY INJURY OR THREAT OF INJURY TO PERSONS OR
PROPERTY.
(C)
AS USED IN THIS AGREEMENT, THE TERM "HAZARDOUS SUBSTANCE" MEANS
ANY SUBSTANCE THAT IS: (I) LISTED, CLASSIFIED OR REGULATED PURSUANT TO ANY
ENVIRONMENTAL LAW; (II) ANY PETROLEUM PRODUCT OR BY-PRODUCT, ASBESTOS-CONTAINING
MATERIAL, LEAD-CONTAINING PAINT OR PLUMBING, POLYCHLORINATED BIPHENYLS,
RADIOACTIVE MATERIALS OR RADON; OR (III) ANY OTHER SUBSTANCE WHICH IS THE
SUBJECT OF REGULATORY