THE DATE HEREOF OF EACH EMPLOYMENT, CONSULTING,
BONUS, DEFERRED COMPENSATION, INCENTIVE COMPENSATION, STOCK PURCHASE, STOCK
OPTION, STOCK APPRECIATION RIGHT OR OTHER EQUITY-BASED INCENTIVE, SEVERANCE OR
TERMINATION PAY, CHANGE IN CONTROL, HOSPITALIZATION OR OTHER MEDICAL, LIFE,
DISABILITY OR OTHER INSURANCE, SUPPLEMENTAL UNEMPLOYMENT BENEFITS, SAVINGS,
PROFIT-SHARING, PENSION OR RETIREMENT PLAN, PROGRAM, POLICY, AGREEMENT OR
ARRANGEMENT, AND EACH OTHER EMPLOYEE OR FRINGE BENEFIT PLAN, PROGRAM, POLICY
AGREEMENT OR ARRANGEMENT, SPONSORED, MAINTAINED OR
25
CONTRIBUTED TO OR REQUIRED TO BE CONTRIBUTED TO BY SELLER FOR THE BENEFIT OF
SELLER'S EMPLOYEES, WHETHER FORMAL OR INFORMAL AND WHETHER LEGALLY BINDING OR
NOT (EACH, A "PLAN;" COLLECTIVELY, THE "PLANS").
NO EVENT HAS OCCURRED IN
CONNECTION WITH ANY PLAN THAT HAS, WILL OR MAY RESULT IN ANY FINE, PENALTY,
ASSESSMENT OR OTHER LIABILITY FOR WHICH ANY TRANSFEREE OF ASSETS OF SELLER MAY
BE RESPONSIBLE, WHETHER BY OPERATION OF LAW OR BY CONTRACT.
THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, WILL NOT, EITHER ALONE OR IN COMBINATION WITH
ANY OTHER EVENT OR EVENTS, CAUSE KERR OR PURCHASER TO INCUR ANY LIABILITIES WITH
RESPECT TO ANY PLAN, INCLUDING (A) ANY LIABILITY UNDER SECTION 4980B OF THE CODE
OR (B) ANY LIABILITY WITH RESPECT TO ANY EMPLOYEE OF SELLER THAT WAS INCURRED OR
AROSE ON OR PRIOR TO THE CLOSING DATE.
3.17
NO FINDER.
SELLER HAS NOT INCURRED ANY LIABILITY
TO ANY BROKER, FINDER, INVESTMENT BANKER OR ANY OTHER PERSON FOR ANY BROKERAGE,
FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THIS AGREEMENT OR THE
ACQUISITION.
3.18
Environmental Matters.
(a)
Except as set forth on Schedule 3.18, (i) the Business is in
material compliance with all applicable Environmental Laws, which compliance
includes, but is not limited to, the possession by Seller and its Subsidiaries
of all permits and other governmental authorizations required under
Environmental Laws for the Business, and compliance with the terms and
conditions thereof; (ii) neither Seller nor any of its Subsidiaries has received
any written or, to the Knowledge of Seller, oral communication, whether from a
Governmental Authority or any other Person, that alleges that the Business is
not in compliance with any Environmental Laws, and, to the Knowledge of Seller,
there are no circumstances that would be reasonably expected to prevent or
interfere with such compliance in the future.
For purposes of this
Section 3.18, "Knowledge of Seller" includes the actual knowledge of each plant
manager and environmental manager for each facility or property in the Business
named in Schedule 3.18.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.18, THERE
IS NO ENVIRONMENTAL CLAIM PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED
AGAINST SELLER AND ANY OF ITS SUBSIDIARIES RELATING TO THE BUSINESS OR, TO THE
KNOWLEDGE OF SELLER, AGAINST ANY PERSON WHOSE LIABILITY FOR ANY ENVIRONMENTAL
CLAIM RELATING TO THE BUSINESS SELLER OR ANY OF ITS SUBSIDIARIES HAS RETAINED OR
ASSUMED EITHER CONTRACTUALLY OR BY OPERATION OF LAW.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.18, TO
THE KNOWLEDGE OF SELLER, THERE HAS BEEN NO RELEASE, EMISSION, DISCHARGE,
PRESENCE OR DISPOSAL OF ANY MATERIAL OF