THE COMPANY
AND THEIR RESPECTIVE PROPERTIES, ASSETS, BUSINESSES AND OPERATIONS, WAS, IN
COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS.
THE TERM "ENVIRONMENTAL LAWS" MEANS ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW,
STATUTE, CODE, ORDINANCE, RULE, REGULATION, POLICY, GUIDELINE, PERMIT, CONSENT,
APPROVAL, LICENSE, JUDGMENT, ORDER, WRIT, DECREE, INJUNCTION OR OTHER
AUTHORIZATION RELATING TO THE GENERATION, TREATMENT, STORAGE, RECYCLING,
DISPOSAL, USE, HANDLING, MANUFACTURING, TRANSPORTATION, SHIPMENT, EMISSION,
DISCHARGE, RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIAL (AS DEFINED
HEREIN) INTO THE ENVIRONMENT, BUILDINGS, FACILITIES OR STRUCTURES, INCLUDING,
WITHOUT LIMITATION, INTO AMBIENT AIR, SOIL, SEDIMENTS, LAND SURFACE OR
SUBSURFACE, SURFACE WATER, GROUNDWATER, PUBLICLY OWNED TREATMENT WORKS, SEPTIC
SYSTEMS OR LAND, INCLUDING WITHOUT LIMITATION, THE FOLLOWING STATUTES, THEIR
IMPLEMENTING REGULATIONS AND ANY STATE COROLLARIES:
THE HAZARDOUS MATERIALS
TRANSPORTATION ACT, 49 U.S.C. SECTION 1801 ET SEQ., THE RESOURCE CONSERVATION
AND RECOVERY ACT, 42 U.S.C. SECTION 6901 ET SEQ., THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS AMENDED BY THE
SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT, 42 U.S.C. SECTION 9601 ET SEQ.,
THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. SECTION 2601 ET SEQ., THE CLEAN
WATER ACT, 33 U.S.C. SECTION 1251 ET SEQ. AND THE CLEAN AIR ACT, 42 U.S.C.
SECTION 7401 ET SEQ.
THE TERM "ENVIRONMENTAL PERMIT" MEANS ANY PERMIT, LICENSE,
APPROVAL OR OTHER AUTHORIZATION ISSUED UNDER ANY ENVIRONMENTAL LAW.
(C)
THERE HAVE BEEN NO RELEASES (AS DEFINED
HEREIN) OF HAZARDOUS MATERIAL IN, ON, UNDER, OR FROM ANY CURRENTLY OR PREVIOUSLY
OWNED OR OPERATED PROPERTIES OR IN CONNECTION WITH THE OPERATION OF THE COMPANY
WHICH HAS CONTAMINATED SUCH PROPERTIES OR ANY SURROUNDING SITE OR ANY OFF-SITE
LOCATION (EXCLUDING ANY RELEASES BY PERSONS OTHER THAN THE COMPANY OR ANY OF ITS
PAST OR PRESENT AFFILIATES AT PREVIOUSLY OWNED OR OPERATED PROPERTIES FOR WHICH
THE COMPANY DOES NOT HAVE KNOWLEDGE).
"HAZARDOUS MATERIALS" MEANS (L) HAZARDOUS
MATERIALS, POLLUTANTS OR CONTAMINANTS, MEDICAL, HAZARDOUS OR INFECTIOUS WASTES,
HAZARDOUS WASTE CONSTITUENTS, HAZARDOUS CHEMICALS, HAZARDOUS OR TOXIC
POLLUTANTS, AND HAZARDOUS OR TOXIC SUBSTANCES AS THOSE TERMS ARE DEFINED IN OR
REGULATED BY ANY ENVIRONMENTAL LAW, (2) PETROLEUM, INCLUDING CRUDE OIL AND ANY
FRACTIONS THEREOF, (3) NATURAL GAS, SYNTHETIC GAS AND ANY MIXTURES THEREOF, (4)
RADIOACTIVE MATERIALS INCLUDING, WITHOUT LIMITATION, SOURCE BYPRODUCT OR SPECIAL
NUCLEAR MATERIALS, (5) PESTICIDES AND (6) ASBESTOS AND ASBESTOS-CONTAINING
MATERIALS.
"RELEASES"
25
means spills, leaks, discharges, disposal, pumping, pouring, emissions,
injection, emptying, leaching, dumping or allowing to escape.
(D)
THE COMPANY AND ITS SUBSIDIARIES AND THEIR
RESPECTIVE PROPERTIES, ASSETS, BUSINESSES AND OPERATIONS ARE NOT SUBJECT TO ANY
ENVIRONMENTAL CLAIMS (DIRECT OR CONTINGENT) OR ENVIRONMENTAL LIABILITIES (AS
SUCH TERMS ARE DEFINED HEREIN) ARISING FROM OR BASED UPON ANY ACT, OMISSION,
EVENT, CONDITION OR CIRCUMSTANCE OCCURRING OR EXISTING ON OR PRIOR TO THE DATE
HEREOF OR FOR WHICH THE COMPANY AND ITS SUBSIDIARIES ARE RESPONSIBLE, INCLUDING
WITHOUT LIMITATION, ANY SUCH ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL LIABILITIES
ARISING FROM OR BASED UPON THE OWNERSHIP OR OPERATION OF ASSETS, BUSINESSES OR
PROPERTIES OF THE COMPANY OR ANY SUBSIDIARY OR, TO THE COMPANY'S KNOWLEDGE,
THEIR RESPECTIVE PREDECESSORS, AND (II) NEITHER THE COMPANY NOR ANY