LAW WITH RESPECT TO THE PROPERTIES OR ANY FACILITIES OR IMPROVEMENTS OR ANY
OPERATIONS OR ACTIVITIES THEREON.
(LL)
AS USED HEREIN, "HAZARDOUS MATERIALS"
SHALL INCLUDE, WITHOUT LIMITATION, ANY FLAMMABLE MATERIALS, EXPLOSIVES,
RADIOACTIVE MATERIALS, HAZARDOUS MATERIALS, HAZARDOUS SUBSTANCES, HAZARDOUS
WASTES, TOXIC SUBSTANCES OR RELATED MATERIALS, ASBESTOS, PETROLEUM, PETROLEUM
PRODUCTS AND ANY HAZARDOUS MATERIAL AS DEFINED BY ANY FEDERAL, STATE OR LOCAL
ENVIRONMENTAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION, INCLUDING, WITHOUT
LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
LIABILITY ACT OF 1980, AS AMENDED, 42 U.S.C. §§ 9601-9675 ("CERCLA"), THE
HAZARDOUS MATERIALS TRANSPORTATION ACT, AS AMENDED, 49 U.S.C. §§ 5101-5127, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. §§ 6901-6992K, THE
EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, 42 U.S.C.
§§ 11001-11050, THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. §§ 2601-2692, THE
FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, 7 U.S.C. §§ 136-136Y, THE
CLEAN AIR ACT, 42 U.S.C. §§ 7401-7642, THE CLEAN WATER ACT (FEDERAL WATER
POLLUTION CONTROL ACT), 33 U.S.C. §§ 1251-1387, THE SAFE DRINKING WATER ACT, 42
U.S.C. §§ 300F-300J-26, AND THE OCCUPATIONAL SAFETY AND HEALTH ACT, 29 U.S.C.
§§ 651-678, AND ANY ANALOGOUS STATE LAWS, AS ANY OF THE ABOVE MAY BE AMENDED
FROM TIME TO TIME AND IN THE REGULATIONS PROMULGATED PURSUANT TO EACH OF THE
FOREGOING (INCLUDING ENVIRONMENTAL STATUTES AND LAWS NOT SPECIFICALLY DEFINED
HEREIN) (INDIVIDUALLY, AN "ENVIRONMENTAL LAW" AND COLLECTIVELY, THE
"ENVIRONMENTAL LAWS") OR BY ANY GOVERNMENTAL ENTITY.
Except as expressly stated herein, in the Operative Documents, or in any of the
other documents delivered by the Company or Guarantor in connection herewith or
therewith, the Company makes no representations or warranties, express or
implied, with respect to the Exchange.
5.
Representations and Warranties of
Taberna.
Each Taberna entity, for itself, represents and warrants to, and
agrees with, the Company as follows:
16
(A)
IT IS A COMPANY DULY FORMED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH IT IS
ORGANIZED WITH ALL REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM
UNDER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY, TO MAKE THE REPRESENTATIONS
AND WARRANTIES SPECIFIED HEREIN AND THEREIN AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED IN THE OPERATIVE DOCUMENTS.
(B)
THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN HAS BEEN DULY AUTHORIZED BY IT AND, ON THE
CLOSING DATE, WILL HAVE BEEN DULY EXECUTED AND DELIVERED BY IT AND, ASSUMING DUE
AUTHORIZATION, EXECUTION AND DELIVERY BY THE COMPANY, THE GUARANTOR AND TRUSTEE
OF THE OPERATIVE DOCUMENTS TO WHICH EACH IS A PARTY, WILL BE A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH TABERNA, ENFORCEABLE AGAINST SUCH TABERNA IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF
EQUITY.
(C)
NO FILING WITH, OR AUTHORIZATION, APPROVAL,
CONSENT, LICENSE, ORDER REGISTRATION, QUALIFICATION OR DECREE OF, ANY
GOVERNMENTAL ENTITY OR ANY OTHER PERSON, OTHER THAN THOSE THAT HAVE BEEN MADE OR
OBTAINED, IS NECESSARY OR REQUIRED FOR THE PERFORMANCE BY SUCH TABERNA OF