COURT AFFECTING THE PROPERTY OR SELLER'S RIGHTS TO OWN OR TO SELL ANY OF THE
PROPERTY.
SELLER IS AWARE OF NO PENDING NOTICES, CITATIONS OR SIMILAR CHARGES;
AND, TO SELLER'S KNOWLEDGE, THERE ARE NO THREATENED ACTIONS OR CLAIMS OR BASIS
FOR ACTIONS OR CLAIMS, FROM ANY GOVERNMENTAL BODY OR THIRD PARTY ALLEGING
VIOLATION OF LAWS, REGULATIONS, PERMITS, ORDERS, REMOVAL OR REMEDIATION ORDERS
OR OBLIGATIONS, INCLUDING ANY THAT RELATE TO ENVIRONMENTAL LAWS, HEALTH, SAFETY,
OR EMPLOYEE MATTERS RELATING TO THE PROPERTY.
(H)
BROKERS.
NEITHER THIS AGREEMENT NOR THE SALE OF THE PROPERTY OR
ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR PROCURED
THROUGH ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ACTING ON BEHALF OF, OR
REPRESENTING SELLER OR ANY OF ITS STOCKHOLDERS AS BROKER, FINDER, INVESTMENT
BANKER, FINANCIAL ADVISOR OR IN ANY SIMILAR CAPACITY.
(I)
LICENSES AND PERMITS.
EXHIBIT N HERETO SETS FORTH A COMPLETE AND
CORRECT LIST OF ALL LICENSES, FRANCHISES, PERMITS AND OTHER GOVERNMENTAL
AUTHORIZATIONS HELD OR OWNED BY SELLER RELATING TO THE OWNERSHIP AND OPERATION
OF THE PROPERTY.
TO THE BEST OF SELLER'S KNOWLEDGE,
20
ALL SUCH LICENSES, FRANCHISES, PERMITS AND OTHER GOVERNMENTAL AUTHORIZATIONS ARE
VALID AND IN EFFECT ON THE CLOSING DATE.
(J)
COMPLIANCE WITH LAWS.
(I)
THERE IS NO CURRENT ONGOING STRIKE OR REQUEST FOR UNION
REPRESENTATION, OR TO THE BEST OF SELLER'S KNOWLEDGE THERE IS NO CURRENT ONGOING
LABOR TROUBLE, DISPUTE, GRIEVANCE OR CONTROVERSY PENDING OR THREATENED AGAINST
SELLER WHICH AFFECTS OR COULD AFFECT THE PROPERTY OR THE OPERATION OF THE
PROPERTY, AND SELLER DOES NOT KNOW OF ANY OCCURRENCE OR ANY EVENTS WHICH WOULD
GIVE RISE TO ANY SUCH LABOR TROUBLE, DISPUTE, CONTROVERSY, STRIKE OR REQUEST FOR
REPRESENTATION.
(II)
TO THE BEST OF SELLER'S KNOWLEDGE, IT DOES NOT OWN OR OPERATE,
AND HAS NOT OWNED OR OPERATED THE PROPERTY, AND IS NOT CARRYING ON OR
CONDUCTING, AND HAS NOT CARRIED ON OR CONDUCTED, ITS BUSINESS OR AFFAIRS
RELATING TO THE PROPERTY IN VIOLATION OF ANY FEDERAL, FOREIGN, STATE OR LOCAL
LAW, STATUTE, ORDINANCE, RULE OR REGULATION, OR ANY COURT OR ADMINISTRATIVE
ORDER OR PROCESS.
(K)
ENVIRONMENTAL MATTERS.
(I)
TO THE BEST OF SELLER'S KNOWLEDGE, NO HAZARDOUS MATERIALS HAVE
BEEN USED, TRANSPORTED, MANUFACTURED, PROCESSED, STORED, TREATED OR DISPOSED, IN
OR ON THE PROPERTY OR ARE A PART OF THE PROPERTY, EXCEPT AS NECESSARY TO THE
OPERATION OF THE PROPERTY AND IN COMPLIANCE WITH ENVIRONMENTAL LAWS.
EXHIBIT O
LISTS THE HAZARDOUS MATERIALS USED, GENERATED, STORED OR DISPOSED OF BY SELLER
IN THE OPERATION OF THE PROPERTY OR WHICH ARE PART OF THE PROPERTY.
FOR
PURPOSES OF THIS SECTION 7.01(K), THE TERM "HAZARDOUS MATERIAL" SHALL MEAN (A)
ALL SUBSTANCES, WASTES, POLLUTANTS, CONTAMINANTS AND MATERIALS ("SUBSTANCES")
REGULATED, OR DEFINED OR DESIGNATED AS HAZARDOUS, EXTREMELY OR IMMINENTLY
21
HAZARDOUS, DANGEROUS OR TOXIC, UNDER THE FOLLOWING FEDERAL STATUTES AND THEIR
STATE COUNTERPARTS, AS WELL AS THESE STATUTES' IMPLEMENTING REGULATIONS:
THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C.
SECTION 9601 ET SEQ ("CERCLA"); THE FEDERAL INSECTICIDE, FUNGICIDE, AND
RODENTICIDE ACT, 7 U.S.C. SECTION 136 ET