OR THE PROVISION OF ANY SUCH BENEFITS,
AS ARE MENTIONED IN SUB-PARAGRAPH (A) ABOVE.
NO UNDERTAKING OR ASSURANCE HAS
BEEN GIVEN TO ANY OF THE TRANSFERRED U.K. EMPLOYEES (OR THEIR SPOUSES OR
DEPENDANTS) AS TO THE CONTINUANCE OR INTRODUCTION OR IMPROVEMENT OF ANY BENEFITS
REFERRED TO IN THIS SECTION 3.13(G) WHICH THE SELLERS WOULD BE REQUIRED TO
IMPLEMENT IN ACCORDANCE WITH GOOD INDUSTRIAL RELATIONS PRACTICE, WHETHER OR NOT
THERE IS ANY LEGAL OBLIGATION TO DO SO.
3.14.
PERMITS, LICENSES AND FRANCHISES.
ALL MATERIAL
PERMITS, LICENSES, APPROVALS, FRANCHISES, AUTHORIZATIONS, EXEMPTIONS,
CLASSIFICATIONS, REGISTRATIONS, AND SIMILAR DOCUMENTS OR INSTRUMENTS ISSUED BY
ANY GOVERNMENTAL ENTITY TO ANY SELLER NECESSARY FOR THE BUSINESS AS CURRENTLY
CONDUCTED (COLLECTIVELY, THE "PERMITS"), ARE LISTED IN SECTION 3.14 OF THE
DISCLOSURE SCHEDULE.
ALL PERMITS ARE VALID AND IN FULL FORCE AND EFFECT.
EACH
PERMIT HAS BEEN DULY OBTAINED AND, TO THE KNOWLEDGE OF THE SELLERS IS NOT
SUBJECT TO ANY PENDING OR THREATENED ADMINISTRATIVE OR JUDICIAL PROCEEDING TO
REVOKE, CANCEL OR DECLARE SUCH PERMIT INVALID IN ANY MATERIAL RESPECT.
THE
PERMITS ARE SUFFICIENT AND ADEQUATE IN ALL MATERIAL RESPECTS TO PERMIT THE
CONTINUED LAWFUL CONDUCT OF THE BUSINESS IN THE MANNER NOW CONDUCTED AND AS HAS
BEEN PROPOSED BY THE SELLERS TO BE CONDUCTED, AND NONE OF THE OPERATIONS OF THE
BUSINESS IS BEING CONDUCTED IN A MANNER THAT VIOLATES IN ANY MATERIAL RESPECT
ANY OF THE TERMS OR CONDITIONS UNDER WHICH ANY PERMIT WAS GRANTED.
THE SELLERS
ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL TERMS REQUIRED FOR THE
CONTINUED EFFECTIVENESS OF EACH SUCH PERMIT, AND THERE IS NO PENDING OR, TO THE
KNOWLEDGE OF THE SELLERS, THREATENED, REVOCATION OR INVOLUNTARY NON-RENEWAL OF
ANY SUCH PERMIT.
3.15.
ENVIRONMENTAL LAWS.
EACH OF THE SELLERS IN
RELATION TO THE ASSETS (INCLUDING FOR THE AVOIDANCE OF DOUBT THE TRANSFERRED
U.K. EMPLOYEES) AND PARTHENON LTD. AND/OR THE BUSINESS, HAS OBTAINED, MAINTAINED
IN EFFECT AND IS IN COMPLIANCE WITH AND HAS NO LIABILITY UNDER ALL LICENSES,
PERMITS, REGISTRATIONS, APPROVALS AND OTHER AUTHORIZATIONS REQUIRED UNDER ALL
APPLICABLE LAWS, REGULATIONS AND OTHER REQUIREMENTS OF GOVERNMENTAL OR
REGULATORY AUTHORITIES RELATING TO POLLUTION OR TO HEALTH, SAFETY (INCLUDING
WORKER SAFETY) OR TO THE PROTECTION OF THE ENVIRONMENT, INCLUDING WITHOUT
LIMITATION, NATURAL RESOURCES (ALL SUCH LAWS, REGULATIONS, LICENSES, PERMITS,
23
REGISTRATIONS, APPROVALS, AUTHORIZATIONS AND REQUIREMENTS BEING COLLECTIVELY
REFERRED TO AS "ENVIRONMENTAL LAWS") AND IS, AND HAS BEEN, IN COMPLIANCE WITH
ALL AND HAS NO LIABILITY (INCLUDING LIABILITY TO UPGRADE PREMISES OR WORK
PLACES) UNDER ENVIRONMENTAL LAWS (WHETHER OR NOT ENFORCED), EXCEPT WHERE THE
FAILURE TO OBTAIN, MAINTAIN OR COMPLY OR THE LIABILITY WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THERE HAS
BEEN NO RELEASE OR, TO THE KNOWLEDGE OF THE SELLERS, THREATENED RELEASE OF ANY
HAZARDOUS MATERIAL TO THE ENVIRONMENT ORIGINATING AT, ON, FROM OR IN CONNECTION
WITH ANY OF THE LEASED REAL PROPERTY OR PROPERTIES OWNED, USED OR OCCUPIED BY
PARTHENON LTD. AT ANY TIME, OR THE SELLERS' OR PARTHENON LTD.'S OPERATIONS
THEREAT DURING THE PERIOD THAT