WITH RESPECT TO THE
PROPERTY, (C) ALL CITATIONS ISSUED WITH RESPECT TO THE WITHIN THE PAST THREE
YEARS UNDER THE OCCUPATIONAL SAFETY AND HEALTH ACT (29 U.S.C. SECTIONS 651 ET
SEQ.), AND (D) ALL CLAIMS, LIABILITIES, LITIGATION, NOTICES OF VIOLATION,
ADMINISTRATIVE PROCEEDINGS, WHETHER PENDING OR THREATENED, OR ORDERS ISSUED WITH
RESPECT TO THE BUSINESS WITHIN THE PAST THREE YEARS UNDER APPLICABLE
ENVIRONMENTAL LAWS, INCLUDING, WITHOUT LIMITATION, ASBESTOS CLAIMS OR
LITIGATION.
(IV)
TO THE BEST OF SELLER'S KNOWLEDGE, SELLER WITH RESPECT TO THE
PROPERTY HAS BEEN AND IS CURRENTLY IN COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS, INCLUDING OBTAINING AND MAINTAINING IN EFFECT ALL PERMITS,
LICENSES OR OTHER AUTHORIZATIONS REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS, AND
SELLER WITH RESPECT TO THE PROPERTY HAS BEEN AND IS CURRENTLY IN COMPLIANCE WITH
ALL SUCH PERMITS, LICENSES AND AUTHORIZATIONS.
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(V)
FOR PURPOSES OF THIS SECTION 7.01(K), "ENVIRONMENTAL LAWS" SHALL
MEAN ANY AND ALL LAWS, STATUTE, CODE, ENACTMENT, ORDINANCE, RULE, REGULATION,
PERMIT, CONSENT, APPROVAL, AUTHORIZATION, JUDGMENT, ORDER, COMMON LAW RULE OR
OTHER REQUIREMENT HAVING THE FORCE AND EFFECT OF LAW, WHETHER LOCAL, STATE,
TERRITORIAL OR NATIONAL, AT ANY TIME IN FORCE OR EFFECT RELATING TO:
(A)
EMISSIONS, DISCHARGES, SPILLS, RELEASES OR THREATENED RELEASES OF HAZARDOUS
MATERIALS; (B) THE USE, TREATMENT, STORAGE, DISPOSAL, HANDLING, MANUFACTURING,
TRANSPORTATION OR SHIPMENT OF HAZARDOUS MATERIALS; (C) THE REGULATION OF STORAGE
TANKS; OR (D) OTHERWISE RELATING TO POLLUTION OR THE PROTECTION OF HUMAN HEALTH,
SAFETY OR THE ENVIRONMENT, INCLUDING THE FOLLOWING STATUTES AS NOW WRITTEN AND
AMENDED, AND AS AMENDED HEREAFTER, INCLUDING ANY AND ALL REGULATIONS PROMULGATED
THEREUNDER AND ANY AND ALL STATE AND LOCAL COUNTERPARTS:
CERCLA, THE FEDERAL
WATER POLLUTION CONTROL ACT, 33 U.S.C. §1251 ET SEQ., THE CLEAN AIR ACT, 42
U.S.C. §7401 ET SEQ., THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. §2601 ET SEQ.,
THE SOLID WASTE DISPOSAL ACT, 42 U.S.C. §6901 ET SEQ., THE EMERGENCY PLANNING
AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, 42 U.S.C. §11001 ET SEQ., AND THE SAFE
DRINKING WATER ACT, 42 U.S.C. §300F ET SEQ.
7.02
SURVIVAL.
ALL OF SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS AGREEMENT ARE TRUE AND CORRECT, AND SHALL BE TRUE AND CORRECT AS OF THE
CLOSING DATE; AND FOR A PERIOD OF TWO (2) YEARS AFTER THE CLOSING DATE, EXCEPT
FOR THE MATTERS IN SECTION 7.01(D), (E) AND (H), WHICH SHALL CONTINUE FOR FIVE
(5) YEARS AFTER THE CLOSING DATE, BUYER SHALL HAVE THE RIGHT TO RELY UPON THE
ACCURACY OF SELLER'S REPRESENTATIONS AND WARRANTIES.
23
7.03
CONDITION OF PROPERTY.
THE BUYER ACKNOWLEDGES AND AGREES THAT THE
ONLY REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE PROPERTY
OR OTHERWISE ARE CONTAINED IN SECTION 7.01 HEREOF.
THE PROPERTY SHALL BE
DELIVERED TO AND TAKEN POSSESSION OF BY, BUYER ON AN "AS IS, WHERE IS" BASIS AND
THE BILL OF SALE OR OTHER TRANSACTION DOCUMENTS TRANSFERRING TITLE SHALL CONTAIN
THE FOLLOWING LANGUAGE:
"SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER,
EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, MERCHANTABILITY (OTHER THAN AS
TO TITLE AS SET FORTH