OFF, OR WHOSE HOURS OF WORK HAVE BEEN REDUCED BY MORE
THAN 50% (FIFTY PERCENT) BY THE SELLER, IN THE 6 (SIX) MONTHS PRIOR TO THE DATE
OF THIS AGREEMENT.
9.17.7
THERE IS NOT IN EXISTENCE ANY CONTRACT OF EMPLOYMENT
WITH ANY BUSINESS EMPLOYEE (OR ANY CONTRACT FOR SERVICES WITH ANY PERSON) WHICH
CANNOT BE TERMINATED BY 3 (THREE) MONTHS' NOTICE OR LESS WITHOUT GIVING RISE TO
A CLAIM FOR DAMAGES OR COMPENSATION (OTHER THAN A STATUTORY REDUNDANCY PAYMENT
OR STATUTORY COMPENSATION FOR UNFAIR DISMISSAL).
9.17.8
WITHIN THE LAST YEAR, NO EMPLOYEE ENGAGED IN THE
BUSINESS HAS BEEN TRANSFERRED FROM THE BUSINESS TO THE OTHER BUSINESSES.
9.17.9
THERE ARE NO CONTRACTS OR GOVERNMENT AUTHORIZATIONS
PURSUANT TO WHICH THE SELLER, AS A RESULT OF THE SELLER'S OPERATION OF THE
BUSINESS, ANY PORTION OF THE BUSINESS OR THE TRANSFERRED ASSETS OF THE BUSINESS,
IS REQUIRED TO EMPLOY PERSONS LOCATED IN A PARTICULAR GEOGRAPHICAL LOCATION.
9.18
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
9.18.1
THE OCCUPATION OF THE FACILITIES OR THE PROPERTIES OF
THE BUSINESS AND THE OPERATION OF THE BUSINESS IS, AND AT ALL TIMES HAS BEEN, IN
COMPLIANCE WITH ALL, AND NOT SUBJECT TO ANY LIABILITY UNDER ANY, ENVIRONMENTAL
LAWS AND OCCUPATIONAL SAFETY AND HEALTH LAWS. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE SELLER AND ITS AFFILIATES HAVE OBTAINED AND COMPLIED IN ALL
RESPECTS WITH ALL GOVERNMENTAL AUTHORIZATIONS THAT ARE REQUIRED PURSUANT TO
ENVIRONMENTAL LAWS AND OCCUPATIONAL SAFETY AND HEALTH LAWS FOR THE OCCUPATION OF
THE PROPERTIES OR THE FACILITIES OF THE BUSINESS AND THE OPERATION OF THE
BUSINESS. AN ACCURATE AND COMPLETE LIST OF ALL SUCH GOVERNMENTAL AUTHORIZATIONS
IS SET FORTH IN CLAUSE 9.18.1 OF THE SELLER DISCLOSURE SCHEDULE.
9.18.2
NEITHER THE SELLER NOR ANY OF ITS AFFILIATES HAS NOT
RECEIVED ANY NOTICE, REPORT OR OTHER WRITTEN COMMUNICATION OR INFORMATION FROM
ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON, AND THERE ARE NO UNRESOLVED, PENDING
OR THREATENED CLAIMS, SUITS, DEMANDS OR OTHER ACTIONS REGARDING: (A) ANY ACTUAL,
ALLEGED OR POTENTIAL VIOLATION OF, OR FAILURE TO COMPLY WITH, ANY ENVIRONMENTAL
LAW, OCCUPATIONAL SAFETY AND HEALTH LAW OR GOVERNMENTAL AUTHORIZATION; (B) ANY
LIABILITY OR POTENTIAL LIABILITY, INCLUDING ANY INVESTIGATORY, MONITORING,
REMEDIAL OR CORRECTIVE OBLIGATION, RELATING TO THE BUSINESS OR ANY LEASED
BUSINESS REAL PROPERTY ARISING UNDER ANY ENVIRONMENTAL LAW OR OCCUPATIONAL
SAFETY AND HEALTH LAW; OR (C) THE PRESENCE OR RELEASE INTO THE ENVIRONMENT OF
ANY HAZARDOUS MATERIAL RELATED TO THE BUSINESS OR ANY LEASED BUSINESS REAL
PROPERTY.
9.18.3
NO CONTAMINATION, LANDFILL, DUMP, SURFACE IMPOUNDMENT,
WASTEWATER, LAGOON, DISPOSAL AREA, UNDERGROUND STORAGE TANK, UNDERGROUND
INJECTION WELL, GROUNDWATER MONITORING
82
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
WELL, DRINKING WATER WELL OR PRODUCTION WATER WELL OR HAZARDOUS MATERIAL IN SUCH
CHARACTER AND EXTENT THAT WOULD SUBJECT THE SELLER TO ANY LIABILITY OR REQUIRE
ANY EXPENDITURE FOR INVESTIGATION, MONITORING, REMEDIATION OR CORRECTIVE ACTION
TO MEET ANY STANDARDS UNDER ANY ENVIRONMENTAL LAW, IS PRESENT OR, TO THE
KNOWLEDGE