DAMAGES OR ATTORNEY FEES, OR ANY INVESTIGATORY, CORRECTIVE OR
REMEDIAL OBLIGATIONS, PURSUANT TO ANY ENVIRONMENTAL AND SAFETY REQUIREMENTS;
(I)
TO THE BORROWER'S KNOWLEDGE, NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES HAS MANUFACTURED, SOLD, MARKETED, INSTALLED OR DISTRIBUTED PRODUCTS
CONTAINING ASBESTOS, AND WITH RESPECT TO SUCH ENTITIES, NO BASIS IN LAW OR FACT
EXISTS TO SUPPORT AN ASSERTION OF ANY MATERIAL CLAIM, ACTION OR OBLIGATION WITH
RESPECT TO ASBESTOS LIABILITIES; AND
(J)
TO THE KNOWLEDGE OF THE BORROWER, ALL CONTRACTS AND AGREEMENTS
IDENTIFIED OR REQUIRED TO BE IDENTIFIED ON THE CONTRACTS SCHEDULE PURSUANT TO
SECTION 5.12(A) OF THE ACQUISITION AGREEMENT REGARDING ANY INDEMNIFICATION
PROVIDED TO OR BY THE BORROWER, THE COMPANY (AS DEFINED IN THE ACQUISITION
AGREEMENT) AND ANY OF THEIR SUBSIDIARIES WITH RESPECT TO ENVIRONMENTAL AND
SAFETY REQUIREMENTS OR ANY OF THE SAN GABRIEL VALLEY SITE LIABILITIES ARE, TO
36
THE BORROWER'S KNOWLEDGE, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS (EXCEPT TO THE EXTENT THAT ENFORCEMENT MAY BE AFFECTED BY
LAWS RELATING TO BANKRUPTCY, REORGANIZATION, INSOLVENCY AND CREDITOR'S RIGHTS)
AND SHALL BE IN FULL FORCE AND EFFECT WITHOUT PENALTY IN ACCORDANCE WITH THEIR
TERMS UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
TO THE
BORROWER'S KNOWLEDGE, EACH OF THE BORROWER, THE COMPANY (AS DEFINED IN THE
ACQUISITION AGREEMENT) AND THEIR SUBSIDIARIES HAS PERFORMED ALL MATERIAL
OBLIGATIONS REQUIRED TO BE PERFORMED BY IT AND IS NOT IN DEFAULT UNDER OR IN
BREACH OF NOR IN RECEIPT OF ANY CLAIM OF DEFAULT OR BREACH UNDER ANY SUCH
AGREEMENT.
TO THE BORROWER'S KNOWLEDGE, NO EVENT HAS OCCURRED WHICH WITH THE
PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD RESULT IN A DEFAULT,
BREACH OR EVENT OF NONCOMPLIANCE BY THE BORROWER, COMPANY (AS DEFINED IN THE
ACQUISITION AGREEMENT) OR ANY OF THEIR SUBSIDIARIES UNDER ANY SUCH AGREEMENT.
TO THE BORROWER'S KNOWLEDGE, THERE HAVE BEEN NO BREACHES OF SUCH AGREEMENT BY
ANY OF THE OTHER PARTIES THERETO.
TO THE BORROWER'S KNOWLEDGE, PIERRE FABRE
DERMO-COSMETIQUE S.A., A FRENCH SOCIÉTÉ ANONYME, HAS ACCURATELY DESCRIBED TO THE
BORROWER THE HISTORY AND CURRENT STATUS OF THE SAN GABRIEL VALLEY SITE
LIABILITIES THROUGH A COMBINATION OF WRITTEN DOCUMENTS, RESPONSES TO DUE
DILIGENCE INQUIRIES AND DISCUSSIONS WITH THE BORROWER'S COUNSEL AND
ENVIRONMENTAL CONSULTANT, THE SUBSTANCE OF WHICH DISCLOSURES IS INCORPORATED
HEREIN BY REFERENCE.
This Section 3.7 sets forth the sole representations and warranties of the
Borrower with respect to environmental, health and safety matters, including
without limitation all matters arising under Environmental and Safety
Requirements.
3.8
INTELLECTUAL PROPERTY.
THE BORROWER AND EACH SUBSIDIARY OWNS, OR
IS LICENSED TO USE, ALL TRADEMARKS, TRADE NAMES, PATENTS AND COPYRIGHTS
NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY CONDUCTED (THE
"INTELLECTUAL PROPERTY").
EXCEPT AS SET FORTH ON SCHEDULE 3.8, NO CLAIM WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT HAS BEEN ASSERTED
AND IS PENDING BY ANY PERSON CHALLENGING OR QUESTIONING THE USE OF ANY SUCH
INTELLECTUAL PROPERTY OR THE VALIDITY OR EFFECTIVENESS OF ANY SUCH INTELLECTUAL
PROPERTY, NOR DOES THE BORROWER OR ANY