BEEN REQUIRED, NOR HAS IT
UNDERTAKEN, ANY RESPONSE OR REMEDIAL ACTIONS OR CLEAN UP ACTIONS OF ANY KIND AT
THE REQUEST OF ANY GOVERNMENTAL AUTHORITIES OR AT THE REQUEST OF ANY OTHER THIRD
PARTY.
TO THE KNOWLEDGE OF MOREX IT HAS NO MATERIAL LIABILITY UNDER ANY
ENVIRONMENTAL LAWS FOR PERSONAL INJURY, PROPERTY DAMAGE, NATURAL RESOURCE
DAMAGE, OR CLEAN UP OBLIGATIONS.
(G)
TO THE KNOWLEDGE OF MOREX, THERE ARE NO ABOVEGROUND STORAGE TANKS
OR UNDERGROUND STORAGE TANKS ON ANY PARCEL OWNED OR LEASED BY MOREX.
FOR
PURPOSES OF THIS AGREEMENT, THE TERMS "ABOVEGROUND STORAGE TANKS" AND
"UNDERGROUND STORAGE TANKS" SHALL HAVE THE MEANINGS GIVEN THEM IN SECTION 6901
ET SEQ., AS AMENDED, OF RCRA, OR ANY APPLICABLE STATE OR LOCAL STATUTE, LAW,
ORDINANCE, CODE, RULE, REGULATION, ORDER RULING, OR DECREE GOVERNING ABOVEGROUND
STORAGE TANKS OR UNDERGROUND STORAGE TANKS.
(H)
SCHEDULE 4.18(H) IS A TRUE AND COMPLETE SCHEDULE OF (1) ALL
MATERIAL ENVIRONMENTAL AUDITS, ASSESSMENTS, INVESTIGATIONS OR OCCUPATIONAL
HEALTH STUDIES, OF WHICH MOREX HAS KNOWLEDGE, UNDERTAKEN BY, OR ON BEHALF OF,
MOREX, RELATING TO OR AFFECTING MOREX OR ANY OF THE REAL PROPERTIES, AND (2) ALL
MATERIAL CITATIONS ISSUED UNDER OSHA, OR SIMILAR STATE OR LOCAL STATUTES, LAWS,
ORDINANCES, CODES, RULES, REGULATIONS, ORDERS, RULINGS, OR DECREES, RELATING TO
OR AFFECTING MOREX OR ANY OF THE REAL PROPERTIES.
(I)
SCHEDULE 4.18(I) CONTAINS A LIST OF THE BUSINESS ASSETS WHICH
HAVE BEEN CONFIRMED TO CONTAIN PCBS OR "ASBESTOS" OR "ASBESTOS CONTAINING
MATERIAL" (AS SUCH TERMS ARE IDENTIFIED UNDER THE ENVIRONMENTAL LAWS). MOREX HAS
OPERATED AND CONTINUES TO OPERATE IN
25
MATERIAL COMPLIANCE WITH ALL ENVIRONMENTAL LAWS GOVERNING THE HANDLING, USE AND
EXPOSURE TO AND DISPOSAL OF PCBS OR ASBESTOS OR ASBESTOS CONTAINING MATERIALS,
EXCEPT WHERE SUCH NONCOMPLIANCE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON
MOREX THERE ARE NO CLAIMS, ACTIONS, SUITS, GOVERNMENTAL INVESTIGATIONS OR
PROCEEDINGS BROUGHT BY ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY PENDING, OR, TO
THE KNOWLEDGE OF MOREX, THREATENED AGAINST OR DIRECTLY AFFECTING MOREX, THE
BUSINESS ASSETS OR THE BUSINESS RELATING TO THE USE, HANDLING OR EXPOSURE TO AND
DISPOSAL OF PCBS OR ASBESTOS OR ASBESTOS CONTAINING MATERIALS IN CONNECTION WITH
THEIR ASSETS AND OPERATIONS.
(J)
SCHEDULE 4.18(J) IS A TRUE AND COMPLETE SCHEDULE OF THE
OPERATIONS AND ACTIVITIES, AND LOCATIONS THEREOF, WHICH HAVE BEEN CONDUCTED AND
ARE BEING CONDUCTED BY MOREX ON ANY OF THE REAL PROPERTIES WHICH HAVE INVOLVED
THE GENERATION, ACCUMULATION, STORAGE, TREATMENT, TRANSPORTATION, LABELING,
HANDLING, MANUFACTURING, USE, RECYCLING, SPILLING, LEAKING, DUMPING,
DISCHARGING, RELEASE OR DISPOSAL OF ANY MATERIAL QUANTITIES OF HAZARDOUS
SUBSTANCES.
4.19
CERTAIN INTERESTS.
(a)
No officer, director or stockholder of Morex, and no relative or
spouse (or relative of such spouse) who resides with, or is a dependent of, any
such officer or director:
(1)
EXCEPT AS SET FORTH ON SCHEDULE 4.19(A), HAS ANY DIRECT OR
INDIRECT FINANCIAL INTEREST IN ANY COMPETITOR, SUPPLIER OR CUSTOMER OF MOREX,
PROVIDED, HOWEVER, THAT THE OWNERSHIP OF SECURITIES REPRESENTING NO MORE THAN 3%
OF THE OUTSTANDING VOTING POWER OF ANY COMPETITOR, SUPPLIER OR CUSTOMER, AND
WHICH ARE ALSO