SELLER ARE EACH DULY LICENSED OR
QUALIFIED AS A FOREIGN CORPORATION AND IN GOOD STANDING IN THE STATE OF
ILLINOIS.
5
4.2
AUTHORITY AND BINDING OBLIGATION.
ALL
CORPORATE ACTION NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY BY ECC AND
SELLER OF THIS AGREEMENT AND THE OTHER DOCUMENTS REQUIRED TO BE EXECUTED BY ECC
AND SELLER HEREUNDER AND THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS
HEREUNDER AND THEREUNDER HAVE BEEN DULY TAKEN. THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE OTHER DOCUMENTS REQUIRED TO BE EXECUTED BY ECC AND SELLER
HEREUNDER AND THE PERFORMANCE OF ECC'S AND SELLER'S COVENANTS AND AGREEMENTS
HEREIN AND THEREIN CONTAINED DO NOT AND WILL NOT CONSTITUTE OR RESULT IN ANY
MATERIAL BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE
A DEFAULT UNDER, ANY PROVISION OF LAW KNOWN TO ECC OR SELLER OR ANY INDENTURE,
AGREEMENT OR OTHER INSTRUMENT OF WHICH ECC OR SELLER IS A PARTY OR BY WHICH
EITHER OF THEM MAY BE BOUND, OR ANY ORDER, DECREE, JUDGMENT OR REGULATION OF ANY
ARBITRATOR, COURT OR GOVERNMENTAL BODY HAVING JURISDICTION OVER ECC OR SELLER OR
ANY OF THE SALE ASSETS, OR RESULT IN THE CREATION OF ANY LIEN, CHARGE OR
ENCUMBRANCE UPON ANY OF THE SALE ASSETS.
THIS AGREEMENT IS A LEGAL, VALID AND
BINDING OBLIGATION OF ECC AND SELLER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE ENFORCEABILITY HEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY OR THE AVAILABILITY OF EQUITABLE REMEDIES.
4.3
COMPLIANCE WITH LAWS.
4.3.1
ECC HAS NOT WITH RESPECT TO
SELLER RECEIVED ANY NOTICE THAT
SELLER IS A POTENTIALLY RESPONSIBLE PARTY FOR A
FEDERAL, STATE, MUNICIPAL OR LOCAL CLEANUP SITE OR CORRECTIVE ACTION UNDER ANY
ENVIRONMENTAL LAW, STATUTE, REGULATION, ORDINANCE OR ORDER.
4.3.2
ECC HAS NOT RECEIVED ANY
NOTICE OF NONCOMPLIANCE NOT PREVIOUSLY CORRECTED WITH REFERENCE TO SELLER'S
OPERATIONS OR THE SALE ASSETS.
4.3.3
ECC HAS NOT HAD AN
ENVIRONMENTAL AUDIT CONDUCTED WITH RESPECT TO SELLER'S OPERATIONS OR ANY
LOCATION AT WHICH SELLER OPERATES ITS BUSINESS, WHICH HAS NOT BEEN MADE
AVAILABLE PRIOR TO THE DATE OF THIS AGREEMENT TO HOPPENSTEADT. FOR PURPOSES
HEREOF, AN ENVIRONMENTAL AUDIT SHALL MEAN ANY EVALUATION, ASSESSMENT, STUDY OR
TEST PERFORMED BY OR AT THE REQUEST OF ECC OR SELLER OR AT THE REQUEST OF OR ON
BEHALF OF ANY FEDERAL, STATE, MUNICIPAL OR LOCAL ADMINISTRATIVE, REGULATORY OR
GOVERNMENTAL AGENCY OR AUTHORITY.
4.4
TAXES.
EXCEPT FOR THE TAXES WHICH ARE ASSUMED
LIABILITIES, SELLER WILL PAY OR CAUSE TO BE PAID ALL FEDERAL, STATE, LOCAL AND
FOREIGN INCOME TAXES AND OTHER TAXES OF SELLER WHICH ARE THEN DUE OR BECOME DUE
FROM SELLER WITH RESPECT TO ANY PERIOD ENDING ON OR BEFORE THE CLOSING DATE OR
EVENTS THAT OCCURRED ON OR BEFORE THE CLOSING DATE.
4.5
TITLE TO TRANSFERRED ASSETS.
SUBJECT TO THE
ASSUMED LIABILITIES, AT THE CLOSING, SELLER WILL HAVE GOOD AND MARKETABLE TITLE,
FREE AND CLEAR OF ANY CLAIM, LIABILITY, TAX LIEN, SECURITY INTEREST,
ENCUMBRANCE, RESTRICTION, OR ADVERSE RIGHT