CONDITION, FACT, SITUATION OR EVENT THAT CURRENTLY CONSTITUTES OR WITH THE
PASSAGE OF TIME WOULD CONSTITUTE A VIOLATION BY THE COMPANY OF, OR RESULT IN
LIABILITY (INCLUDING WITHOUT LIMITATION STRICT LIABILITY) OF THE COMPANY OR THE
ASSETS UNDER, ENVIRONMENTAL LAWS.
THE COMPANY AND THE ASSETS HAVE COMPLIED AND
ARE IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.
(B)
EACH OF THE STATEMENTS SET FORTH IN CLAUSES
(I) AND (II) BELOW IS TRUE AND CORRECT WITH RESPECT TO THE COMPANY AND THE
ASSETS:
(I)
ALL GOVERNMENTAL AUTHORIZATIONS, IF ANY, REQUIRED TO BE
OBTAINED OR FILED PURSUANT TO ENVIRONMENTAL LAWS IN CONNECTION WITH THE
OPERATIONS, ACTIVITIES, USES, VEHICLES, EQUIPMENT OR FACILITIES AT, ON, IN OR
UNDER, SUCH ASSETS OR OTHERWISE OF THE COMPANY, INCLUDING, WITHOUT LIMITATION,
FOR THE PAST OR PRESENT TREATMENT, STORAGE, HANDLING, USE, DISCHARGE OR
"RELEASE" (WHICH INCLUDES ANY
8
SPILLING, LEAKING, PUMPING, POURING, EMITTING, EMPTYING, DISCHARGING, INJECTING,
ESCAPING, LEACHING, DUMPING, OR DISPOSING) OF ANY POLLUTANT, CONTAMINANT, SOLID
WASTE, HYDROCARBON, TOXIC OR HAZARDOUS SUBSTANCE OR WASTE, ANY FLAMMABLE,
CORROSIVE, EXPLOSIVE, OR RADIOACTIVE MATERIALS OR ANY OTHER MATERIAL, WASTE, OR
SUBSTANCE REGULATED UNDER THE ENVIRONMENTAL LAWS (A "HAZARDOUS MATERIAL") INTO
THE ENVIRONMENT OR INDOOR AIR, OR ANY FILLING, DREDGING, DISCHARGING INTO, OR
OTHER USES OR ACTIVITIES ON OR AFFECTING WATER OF THE UNITED STATES, INCLUDING
WETLANDS (AS DEFINED UNDER THE FEDERAL CLEAN WATER ACT AND 33 C.F.R. §328.3)
("ENVIRONMENTAL PERMITS"), HAVE BEEN DULY OBTAINED AND ARE IN GOOD STANDING; AND
THE COMPANY AND THE ASSETS HAVE ALL POLLUTION CONTROL EQUIPMENT NECESSARY TO
COMPLY WITH ALL ENVIRONMENTAL PERMITS AND ENVIRONMENTAL LAWS, AND HAVE TIMELY
FILED APPLICATIONS FOR RENEWAL OF ALL ENVIRONMENTAL PERMITS AND HAS NO REASON
FOR BELIEF THAT SUCH ENVIRONMENTAL PERMITS OR RENEWALS THEREOF WILL BE SUBJECT
TO ANY NEW OR CHANGED CONDITIONS; AND
(II)
THERE HAVE BEEN NO (A) RELEASES OR THREATENED RELEASES OF
HAZARDOUS MATERIALS, AND NO HAZARDOUS MATERIALS ARE PRESENT IN QUANTITIES OR
CONCENTRATIONS EXCEEDING ANY APPLICABLE STANDARD UNDER ENVIRONMENTAL LAWS, AT,
IN, UNDER, ON OR AFFECTING ANY OF THE ASSETS, NOR (B) RELEASES OR THREATENED
RELEASES ON OR TO ANY OTHER PROPERTIES OF ANY HAZARDOUS MATERIALS GENERATED OR
PRODUCED ON OR AT, OR TRANSPORTED FROM, THE ASSETS OR BY OR ON BEHALF OF THE
COMPANY THAT WOULD VIOLATE OR CREATE LIABILITY (INCLUDING, WITHOUT LIMITATION,
STRICT LIABILITY) UNDER ENVIRONMENTAL LAWS.
(C)
THE COMPANY HAS PROVIDED ACCURATE AND
COMPLETE COPIES OF ALL ENVIRONMENTAL PERMITS, AND ALL ENVIRONMENTAL REVIEWS,
INVESTIGATIONS AND/OR ASSESSMENTS IN THE POSSESSION OF THE COMPANY OR SUCH
MEMBER OR OTHERWISE CONDUCTED BY OR ON BEHALF OF THE COMPANY OR SUCH MEMBER,
WITH RESPECT TO THE COMPANY AND/OR THE ASSETS.
EACH SUCH ENVIRONMENTAL PERMIT,
REVIEW, INVESTIGATION OR ASSESSMENT IS DESCRIBED ON SCHEDULE 2.7 OF THE COMPANY
DISCLOSURE SCHEDULE.
SECTION 2.8
CONTRACTS AND COMMITMENTS.
(A)
THE ASSUMED CONTRACTS ARE VALID AND IN FULL
FORCE AND EFFECT AND CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATIONS OF THE
COMPANY, AND TO THE KNOWLEDGE OF THE COMPANY, EACH OTHER PARTY THERETO, AND TRUE
AND CORRECT COPIES OF WHICH, INCLUDING, BUT NOT LIMITED TO,