OR OCCUPATIONAL
HEALTH STUDIES UNDERTAKEN BY, OR ON BEHALF OF, THE COMPANY, RELATING TO OR
AFFECTING THE COMPANY OR ANY OF THE RELEVANT PROPERTIES.
(I)
THE DISCLOSURE SCHEDULE CONTAINS A LIST OF THE BUSINESS ASSETS
WHICH HAVE BEEN CONFIRMED TO CONTAIN PCBS OR "ASBESTOS" OR "ASBESTOS CONTAINING
MATERIAL" (AS SUCH TERMS ARE IDENTIFIED UNDER THE ENVIRONMENTAL LAWS). THE
COMPANY HAS OPERATED AND CONTINUES TO OPERATE IN MATERIAL COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS GOVERNING THE HANDLING, USE AND EXPOSURE TO AND DISPOSAL OF
PCBS OR ASBESTOS OR ASBESTOS CONTAINING MATERIALS, EXCEPT WHERE SUCH
NONCOMPLIANCE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY. THERE ARE
NO CLAIMS, ACTIONS, SUITS, GOVERNMENTAL INVESTIGATIONS OR PROCEEDINGS BROUGHT BY
ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY PENDING, OR, TO THE KNOWLEDGE OF THE
SELLER THREATENED AGAINST OR DIRECTLY AFFECTING COMPANY, THE BUSINESS ASSETS OR
THE BUSINESS RELATING TO THE USE, HANDLING OR EXPOSURE TO AND DISPOSAL OF PCBS
OR ASBESTOS OR ASBESTOS CONTAINING MATERIALS IN CONNECTION WITH THEIR ASSETS AND
OPERATIONS.
(J)
THE DISCLOSURE SCHEDULE CONTAINS A TRUE AND COMPLETE SCHEDULE OF
THE OPERATIONS AND ACTIVITIES, AND LOCATIONS THEREOF, WHICH HAVE BEEN CONDUCTED
AND ARE BEING CONDUCTED BY THE COMPANY ON ANY OF THE RELEVANT PROPERTIES WHICH
HAVE INVOLVED THE GENERATION, ACCUMULATION, STORAGE, TREATMENT, TRANSPORTATION,
LABELING, HANDLING, MANUFACTURING, USE, RECYCLING, SPILLING, LEAKING, DUMPING,
DISCHARGING, RELEASE OR DISPOSAL OF ANY MATERIAL QUANTITIES OF HAZARDOUS
SUBSTANCES.
(K)
THE COMPANY COMPLIES AND HAS AT ALL TIMES COMPLIED WITH HEALTH &
SAFETY LAW INCLUDING ALL CONDITIONS, LIMITATIONS, OBLIGATIONS, PROHIBITIONS AND
REQUIREMENTS CONTAINED IN HEALTH & SAFETY LAW AND TO THE KNOWLEDGE OF THE SELLER
THERE ARE NO FACTS OR CIRCUMSTANCES WHICH MAY LEAD TO ANY BREACH OF ANY HEALTH &
SAFETY LAW. THERE HAVE BEEN NO CLAIMS, INVESTIGATIONS OR PROCEEDINGS AGAINST OR
TO THE KNOWLEDGE OF THE SELLER, THREATENED AGAINST THE COMPANY OR ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES IN RELATION TO THE BUSINESS IN RESPECT OF
ACCIDENTS, INJURIES, ILLNESS, DISEASE OR OTHER HARM TO THE HEALTH AND SAFETY OF
EMPLOYEES, CONTRACTORS OR ANY OTHER PERSONS CAUSED BY BREACHES OF HEALTH &
SAFETY LAW OR OTHERWISE.
20
4.18
Certain Interests
(A)
NO OFFICER, DIRECTOR, SENIOR EMPLOYEE (BEING ANY EMPLOYEE WHOSE
COMPENSATION IS ABOVE £20,000) OR THE SELLER, AND NO RELATIVE OR SPOUSE (OR
RELATIVE OF SUCH SPOUSE) WHO RESIDES WITH, OR IS A DEPENDENT OF, ANY SUCH
INDIVIDUAL:
(1)
HAS ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN ANY COMPETITOR,
SUPPLIER OR CUSTOMER OF THE COMPANY, PROVIDED, HOWEVER, THAT THE OWNERSHIP OF
SHARES REPRESENTING NO MORE THAN 1% OF THE OUTSTANDING VOTING POWER OF ANY
COMPETITOR, SUPPLIER OR CUSTOMER, AND WHICH ARE ALSO LISTED ON ANY NATIONAL
SECURITIES EXCHANGE OR TRADED ACTIVELY IN THE NATIONAL OVER-THE-COUNTER MARKET,
SHALL NOT BE DEEMED TO BE A "FINANCIAL INTEREST" SO LONG AS THE PERSON OWNING
THE SHARES HAS NO OTHER CONNECTION OR RELATIONSHIP WITH THE COMPETITOR, SUPPLIER
OR CUSTOMER; OR
(2)
OWNS, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR HAS ANY
OTHER INTEREST IN ANY TANGIBLE OR INTANGIBLE PROPERTY