WITH RESPECT
TO ANY TRANSFER OR RELEASE OF HAZARDOUS SUBSTANCES RELATED TO THE BUSINESS TO A
DISPOSAL SITE WHICH COULD REASONABLY BE EXPECTED TO SUBJECT ANY MEMBER OF THE
SELLER GROUP TO LIABILITY.
(VI)
TO THE KNOWLEDGE OF SELLER, THERE IS NO FACT OR
CIRCUMSTANCE THAT COULD RESULT IN ANY ENVIRONMENTAL LIABILITY THAT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT ON THE BUSINESS.
(VII)
EACH MEMBER OF THE SELLER GROUP HAS DELIVERED TO BUYER
OR MADE AVAILABLE FOR INSPECTION BY BUYER ALL ENVIRONMENTAL AUDITS AND
ENVIRONMENTAL ASSESSMENTS CONDUCTED WITHIN THE LAST FIVE YEARS OF ANY BUSINESS
FACILITY CONDUCTED AT THE REQUEST OF, OR OTHERWISE IN THE POSSESSION OF ANY
MEMBER OF THE SELLER GROUP.
EACH MEMBER OF THE SELLER GROUP HAS COMPLIED WITH
ALL ENVIRONMENTAL DISCLOSURE OBLIGATIONS IMPOSED BY APPLICABLE LAW WITH RESPECT
TO THIS TRANSACTION.
SECTION 3.16 INSURANCE
(A)
ALL INSURANCE POLICIES RELATED TO THE BUSINESS CURRENTLY MAINTAINED BY ANY
MEMBER OF THE SELLER GROUP ON WHICH ANY MEMBER OF THE SELLER GROUP IS A NAMED
INSURED OR BENEFICIARY, AS ARE CURRENT, ARE IN FULL FORCE AND EFFECT, ALL
PREMIUMS DUE THEREON HAVE BEEN PAID, AND EACH MEMBER OF THE SELLER GROUP HAS
COMPLIED IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF SUCH POLICIES, AND ALL
SUCH POLICIES EITHER SPECIFICALLY
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INCLUDE SELLER OR ONE OF THE OTHER MEMBERS OF THE SELLER GROUP AS A NAMED
INSURED OR INCLUDE OMNIBUS NAMED INSURED LANGUAGE WHICH GENERALLY INCLUDES
SELLER OR ONE OF THE OTHER MEMBERS OF THE SELLER GROUP.
(B)
NO PROCEEDING IS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED, TO
REVOKE, CANCEL OR LIMIT SUCH POLICIES AND NO NOTICE OF CANCELLATION OF ANY
POLICIES RELATED TO THE BUSINESS HAS BEEN RECEIVED BY ANY MEMBER OF THE SELLER
GROUP.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.16(C) OF THE DISCLOSURE SCHEDULES, THE
MEMBERS OF THE SELLER GROUP ARE IN COMPLIANCE WITH ALL WARRANTIES CONTAINED IN
ALL INSURANCE POLICIES RELATED TO THE BUSINESS.
(D)
NO MEMBER OF THE SELLER GROUP HAS TAKEN OR FAILED TO TAKE ANY ACTION THAT
WOULD ENABLE THE INSURERS UNDER POLICIES RELATED TO THE BUSINESS TO AVOID
LIABILITY FOR CLAIMS ARISING OUT OF OCCURRENCES PRIOR TO THE CLOSING DATE.
SECTION 3.17 LABOR MATTERS
Except as set forth on Schedule 3.17 of the Disclosure Schedules, (i) no member
of the Seller Group is a party to any labor agreement with any labor
organization, group or association with respect to Eligible Employees;
(ii) there is no labor strike, dispute, slowdown, stoppage or lockout actually
pending (for which notice has been provided), or to the Knowledge of Seller,
threatened against the Business; (iii) there is no unfair labor practice charge
or complaint against any member of the Seller Group related to the Business
pending (for which notice has been provided) or, to the Knowledge of Seller,
threatened before the National Labor Relations Board or any similar foreign
agency; (iv) there is no pending grievance nor any pending arbitration
proceeding arising out of or under any