PAYMENTS OR BENEFITS.
4.17
Environmental and Health/Safety Matters.
(A)
THE COMPANY HAS AT ALL TIMES BEEN IN MATERIAL COMPLIANCE WITH
ENVIRONMENTAL LAWS APPLICABLE TO ASSETS USED IN THE BUSINESS ("BUSINESS
ASSETS"), AND THE COMPANY IS NOT IN BREACH OF ANY ENVIRONMENTAL LAWS OR LIABLE
FOR ANY PENALTIES, FINES OR FORFEITURES FOR FAILURE TO COMPLY WITH ENVIRONMENTAL
LAWS.
(B)
THE COMPANY HAS OBTAINED, OR CAUSED TO BE OBTAINED (EXCEPT WHERE
SUCH FAILURE TO OBTAIN HAS NOT RESULTED IN A MATERIAL ADVERSE EFFECT), AND, TO
THE KNOWLEDGE OF THE COMPANY OR THE SELLER, IS IN MATERIAL COMPLIANCE WITH, ALL
APPLICABLE AND MATERIAL PERMITS REQUIRED BY ENVIRONMENTAL LAWS AND NECESSARY FOR
THE OPERATION OF THE BUSINESS. COPIES OF SUCH PERMITS HAVE BEEN PROVIDED TO THE
BUYER. THERE ARE NO ADMINISTRATIVE OR JUDICIAL INVESTIGATIONS, NOTICES, CLAIMS
OR OTHER PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE SELLER, THREATENED BY
ANY GOVERNMENTAL AUTHORITY OR THIRD PARTIES AGAINST THE COMPANY OR ANY OF THE
BUSINESS ASSETS WHICH QUESTION THE VALIDITY OR ENTITLEMENT OF THE COMPANY TO ANY
PERMIT.
(C)
THE COMPANY HAS NEITHER RECEIVED NOR DOES THE SELLER HAVE
KNOWLEDGE OF ANY NON COMPLIANCE ORDER, WARNING LETTER, INVESTIGATION, NOTICE OF
VIOLATION, CLAIM, SUIT, ACTION, JUDGMENT, OR ADMINISTRATIVE OR JUDICIAL
PROCEEDING PENDING OR THREATENED AGAINST OR INVOLVING THE COMPANY ISSUED BY ANY
GOVERNMENTAL AUTHORITY OR THIRD PARTY WITH RESPECT TO ANY ENVIRONMENTAL LAWS,
WHICH HAS NOT BEEN RESOLVED TO THE SATISFACTION OF THE ISSUING GOVERNMENTAL
AUTHORITY OR THIRD PARTY AND TO THE KNOWLEDGE OF ANY OF THE SELLER, NO FACTS OR
CIRCUMSTANCES EXIST WHICH ARE LIKELY TO GIVE RISE TO ANY LITIGATION OR
ARBITRATION PROCEEDINGS BY OR AGAINST THE COMPANY IN CONNECTION WITH
ENVIRONMENTAL LAWS.
(D)
FULL DETAILS HAVE BEEN DISCLOSED OF THE ASSESSMENT CARRIED OUT BY
THE
COMPANY PURSUANT TO THE CONTROL OF SUBSTANCES HAZARDOUS TO HEALTH
REGULATIONS 1988.
(E)
THE COMPANY HAS NOT USED, DISPOSED OF, GENERATED, STORED,
TRANSPORTED, DUMPED, RELEASED, DEPOSITED, BURIED OR EMITTED ANY HAZARDOUS
SUBSTANCE AT, ON, FROM OR UNDER ANY RELEVANT PROPERTY OR AT, ON, FROM OR UNDER
ANY OTHER PREMISES. NO OTHER PERSON HAS
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USED, DISPOSED OF, GENERATED, STORED, TRANSPORTED, DUMPED, RELEASED, DEPOSITED,
BURIED OR EMITTED ANY HAZARDOUS SUBSTANCE AT, ON, FROM OR UNDER ANY RELEVANT
PROPERTY. NO RELEVANT PROPERTY IS INCLUDED ON OR REFERRED TO IN ANY REGISTER OF
CONTAMINATED LAND OR ANY SIMILAR RECORD OR REGISTER.
(F)
THERE IS NO CONTAMINATION OF GROUNDWATER UNDERNEATH ANY RELEVANT
PROPERTY AND THERE HAVE BEEN NO DISCHARGES OR SPILLAGES OF ANY SUBSTANCE LIKELY
TO LEAD TO SUCH CONTAMINATION. NO RELEVANT PROPERTY HAS EVER BEEN A WASTE
DISPOSAL SITE AND NONE OF THE SELLER, THE COMPANY OR ANY THIRD PARTY HAS EVER
STORED WASTE ON OR TRANSPORTED WASTE ONTO ANY RELEVANT PROPERTY.
(G)
THERE ARE NO STORAGE TANKS, ABOVE OR BELOW GROUND, ON ANY RELEVANT
PROPERTY AND TO THE SELLER'S KNOWLEDGE THERE HAVE BEEN NO SUCH TANKS ON ANY
RELEVANT PROPERTY IN THE PAST.
(H)
THE DISCLOSURE SCHEDULE CONTAINS A TRUE AND COMPLETE SCHEDULE OF
ALL MATERIAL ENVIRONMENTAL AUDITS, ASSESSMENTS, INVESTIGATIONS