LIENS ON ANY OF THE ACQUIRED ASSETS RELATING TO OR
ATTRIBUTABLE TO TAXES, OTHER THAN LIENS FOR TAXES NOT YET DUE AND PAYABLE.
(H)
NONE OF THE ASSETS OF SELLER IS PROPERTY
REQUIRED TO BE OWNED BY ANY OTHER PERSON PURSUANT TO THE "SAFE HARBOR LEASE"
PROVISIONS OF FORMER SECTION 168(F)(8) OF THE CODE OR IS TREATED AS "TAX-EXEMPT
USE PROPERTY" WITHIN THE MEANING OF SECTION 168(H) OF THE CODE.
(I)
SELLER IS NOT OR HAS NOT EVER BEEN A
PART OF A CONSOLIDATED, COMBINED, OR AFFILIATED GROUP OF CORPORATIONS FOR TAX
PURPOSES, IS NOT PARTY TO A TAX SHARING OR ALLOCATION CONTRACT, OR HAS ANY
LIABILITY UNDER ANY SUCH CONTRACT.
(J)
SELLER HAS PROVIDED TO BUYER ALL TAX
RETURNS, TAX AUDIT RECORDS, TAX ELECTIONS, TAX PLANNING MEMORANDA, AND OTHER
DOCUMENTS RELATED TO THE LIABILITIES FOR TAXES OF SELLER.
4.16
Powers of Attorney.
There are no outstanding
powers of attorney executed on behalf of Seller in respect of the Acquired
Assets, except as granted to Buyer hereunder.
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4.17
Litigation.
There is no Action or Proceeding of
any nature pending, or to the knowledge of Seller, threatened, against Seller,
its properties, or any officer, director, or other Employee thereof (in their
capacity as such), nor to the knowledge of Seller is there any reasonable basis
therefor or threat thereof.
There is no investigation pending or, to the
knowledge of Seller, threatened, by or before any Governmental Entity against
Seller or its properties or any of its officers, directors, or Employees (in
their capacity as such), nor to the knowledge of Seller, is there any reasonable
basis therefor or threat thereof.
Seller is not subject to any Government
Order, and Seller is not in breach of or default under any Government Order.
No
Government Entity has at any time challenged or questioned the legal right of
Seller to conduct its operations as presently or previously conducted.
4.18
Permits; Environmental Matters.
(A)
SCHEDULE 4.18(A) OF THE SELLER DISCLOSURE
SCHEDULE SETS FORTH AN ACCURATE AND COMPLETE LIST OF ALL GOVERNMENT PERMITS HELD
BY SELLER, WHICH CONSTITUTE ALL GOVERNMENT PERMITS NECESSARY OR PROPER FOR THE
CONDUCT OF THE BUSINESS OF SELLER IN THE MANNER CURRENTLY CONDUCTED OR THE
CURRENT USE AND OPERATION OF THE ACQUIRED ASSETS.
ALL SUCH GOVERNMENT PERMITS
ARE IN FULL FORCE AND EFFECT, AND SELLER, AS APPLICABLE, IS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH SUCH GOVERNMENT PERMITS AND THE REQUIREMENTS THEREOF.
(B)
TO THE KNOWLEDGE OF SELLER, NO CHEMICAL
SUBSTANCE OR HAZARDOUS MATERIAL IS PRESENT IN, ON, OR UNDER ANY PROPERTY THAT
SELLER HAS AT ANY TIME OWNED, OPERATED, OCCUPIED, OR LEASED OR THAT HAS BEEN
USED IN CONNECTION WITH ANY ACQUIRED ASSET.
SELLER HAS NOT TRANSPORTED, STORED,
USED, MANUFACTURED, RELEASED OR EXPOSED ANY EMPLOYEES OR ANY OTHER PERSON TO ANY
CHEMICAL SUBSTANCE OR HAZARDOUS MATERIAL IN VIOLATION OF ANY ENVIRONMENTAL LAW.
SELLER IS AND HAS BEEN IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH APPLICABLE
ENVIRONMENTAL LAWS.
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE AND, TO THE
KNOWLEDGE OF