PENDING AGAINST SELLER RELATING TO THE FACILITY
OR ANY OF THE PURCHASED ASSETS AT LAW OR IN EQUITY, BEFORE OR BY ANY
GOVERNMENTAL AUTHORITY, OR BY ANY OTHER PERSON; AND (B) NEITHER SELLER IN
RESPECT OF THE FACILITY NOR ANY OF THE PURCHASED ASSETS IS SUBJECT TO ANY ORDER,
JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY HAVING OR WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.12
COMPLIANCE WITH LAWS.
TO THE BEST OF SELLER'S KNOWLEDGE, SELLER IS
NOT IN MATERIAL VIOLATION OF ANY LAW APPLICABLE TO THE FACILITY OR BY WHICH ANY
OF THE PURCHASED ASSETS ARE BOUND OR SUBJECT, EXCEPT (A) AS SET FORTH IN
SCHEDULE 7.12 AND (B) FOR VIOLATIONS THE EXISTENCE OF WHICH WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
NOTWITHSTANDING THE FOREGOING, COMPLIANCE WITH
ENVIRONMENTAL LAWS IS EXCLUSIVELY AND SOLELY GOVERNED BY SECTION 7.16 HEREOF.
19
7.13
LABOR MATTERS.
SCHEDULE 7.13 CONTAINS A LIST OF ALL OF THE
EMPLOYEES OF SELLER WHOSE PRIMARY RESPONSIBILITY RELATES TO THE OPERATION OR
MAINTENANCE OF THE FACILITY.
ALL EMPLOYEES EMPLOYED AT THE FACILITY ARE
EMPLOYEES OF SELLER; PROVIDED, HOWEVER, THAT CERTAIN EMPLOYEES OF DP&L MAY FROM
TIME TO TIME WORK AT THE FACILITY IN CONNECTION WITH THEIR PRIMARY
RESPONSIBILITIES ELSEWHERE.
THERE ARE NO COLLECTIVE BARGAINING AGREEMENTS TO
WHICH SELLER IS A PARTY, RELATING TO EMPLOYEES EMPLOYED BY SELLER IN CONNECTION
WITH THE FACILITY.
TO SELLER'S KNOWLEDGE, THERE ARE NO MATERIAL ORGANIZING
EFFORTS PRESENTLY BEING MADE INVOLVING ANY OF THE EMPLOYEES AT THE FACILITY.
7.14
TAXES.
(A) EXCEPT AS SET FORTH IN SCHEDULE 7.14, SELLER HAS DULY
AND TIMELY FILED ALL FEDERAL, STATE AND LOCAL TAX RETURNS REQUIRED TO BE FILED
BY IT WITH RESPECT TO THE OPERATION, OWNERSHIP, ASSETS OR ACTIVITIES OF, OR
RELATED TO, THE FACILITY OR THE PURCHASED ASSETS AND PAID ALL TAXES DUE (WHETHER
OR NOT SHOWN THEREON TO BE DUE ON SUCH TAX RETURNS).
TO THE BEST OF SELLER'S
KNOWLEDGE, ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE.
(B)
THERE IS NO LIEN, OR TO SELLER'S KNOWLEDGE PROPOSED LIEN (OTHER
THAN FOR CURRENT TAXES NOT YET DUE AND PAYABLE), AGAINST THE FACILITY OR THE
PURCHASED ASSETS THAT AROSE IN CONNECTION WITH ANY FAILURE, OR ALLEGED FAILURE,
TO FILE ANY TAX RETURNS OR TO PAY ANY TAX; AND
(C)
SELLER HAS NOT BREACHED ANY REPRESENTATION OR WARRANTY, OR FAILED
TO PERFORM ANY COVENANT OR AGREEMENT WITH RESPECT TO, OR SET FORTH IN (I) THE
OHIO ENTERPRISE ZONE AGREEMENT ORIGINALLY DATED NOVEMBER 19, 1999 (AND
SUBSEQUENTLY AMENDED), BY AND BETWEEN GREENVILLE TOWNSHIP, DARKE COUNTY BOARD OF
COMMISSIONERS AND DPL ENERGY, INC. (THE "TAX ABATEMENT AGREEMENT") OR (II) THE
CERTAIN COMPENSATION AGREEMENTS BY AND BETWEEN DPL ENERGY, LLC AND THE DARKE
COUNTY BOARD OF COMMISSIONERS, THE GREENVILLE TOWNSHIP AND THE GREENVILLE SCHOOL
DISTRICT, RESPECTIVELY, (THE "COMPENSATION AGREEMENTS") OR OTHERWISE TAKEN ANY
ACT, OR FAILED TO PERFORM ANY ACT, THAT MAY REQUIRE THE PAYMENT OR THE REPAYMENT
OF THE AMOUNT OF TAXES (OR PAYMENTS OR FEES UNDER THE COMPENSATION AGREEMENTS)
INCLUDING ANY TAXES THAT WOULD