BUSINESS.
(B)
TO SELLERS'S KNOWLEDGE, THERE IS NO MATERIAL ENVIRONMENTAL
LIABILITY OF ANY SOLID OR HAZARDOUS WASTE TRANSPORTER OR TREATMENT, STORAGE OR
DISPOSAL FACILITY THAT HAS BEEN USED BY THE SELLERS RELATING TO THE ACQUIRED
BUSINESS.
2.17
LEGAL COMPLIANCE.
TO EACH SELLERS KNOWLEDGE, EACH SELLERS IS
CURRENTLY CONDUCTING, AND HAS AT ALL TIMES SINCE ITS INCORPORATION CONDUCTED,
THE ACQUIRED BUSINESS IN COMPLIANCE WITH EACH APPLICABLE LAW (INCLUDING
RULES AND REGULATIONS THEREUNDER) OF ANY FEDERAL, STATE, LOCAL OR FOREIGN
GOVERNMENT, OR ANY GOVERNMENTAL ENTITY, EXCEPT FOR ANY VIOLATIONS OR DEFAULTS
THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD AND WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OVER THE OPERATION OF THE ACQUIRED
BUSINESS.
THE SELLERS HAVE NOT RECEIVED ANY NOTICE OR COMMUNICATION FROM ANY
GOVERNMENTAL ENTITY ALLEGING NONCOMPLIANCE WITH ANY APPLICABLE MATERIAL LAW,
RULE OR REGULATION WHICH RELATES TO THE ACQUIRED BUSINESS.
2.18
SUPPLIERS.
EXCEPT AS SET FORTH IN SECTION 2.18 OF THE DISCLOSURE
SCHEDULE, TO SELLERS'S KNOWLEDGE, NO SUCH SUPPLIER TO THE ACQUIRED BUSINESS HAS
INDICATED WITHIN THE PAST YEAR THAT IT WILL STOP, OR DECREASE THE RATE OF,
BUYING PRODUCTS OR SERVICES OR SUPPLYING PRODUCTS, AS APPLICABLE, TO THE
SELLERS.
2.19
PERMITS.
SECTION 2.19 OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST
OF ALL PERMITS ISSUED TO OR HELD BY THE SELLERS FOR THE CONDUCT OF, OR RELATE,
DIRECTLY OR INDIRECTLY, TO THE ACQUIRED BUSINESS.
TO SELLERS' KNOWLEDGE, SUCH
LISTED PERMITS ARE THE ONLY PERMITS THAT ARE REQUIRED FOR THE SELLERS TO CONDUCT
THE ACQUIRED BUSINESS AS PRESENTLY CONDUCTED, EXCEPT FOR THOSE THE ABSENCE OF
WHICH, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD AND WOULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH SUCH PERMIT IS IN FULL
FORCE AND EFFECT; TO SELLERS KNOWLEDGE, THE SELLERS ARE IN MATERIAL COMPLIANCE
WITH THE TERMS OF EACH SUCH PERMIT; AND, TO THE BEST KNOWLEDGE OF THE SELLERS,
NO SUSPENSION OR CANCELLATION OF SUCH PERMIT IS THREATENED AND THERE IS NO BASIS
FOR BELIEVING THAT SUCH PERMIT WILL NOT BE RENEWABLE UPON EXPIRATION.
THE
PARTIES ACKNOWLEDGE THAT NO PERMITS SHALL BE ASSIGNED TO BUYER HEREUNDER.
2.20
BROKERS' FEES.
WITH THE EXCEPTION OF ANY FEES REQUIRED TO BE PAID
TO DEUTSCHE BANK (AND FOR WHICH THE SELLERS SHALL BE RESPONSIBLE), THE SELLERS
HAVE NO LIABILITY OR OBLIGATION TO PAY ANY FEES OR COMMISSIONS TO ANY BROKER,
FINDER OR AGENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Sellers that the statements contained
in this ARTICLE III are true and correct as of the date of this Agreement and
will be true and correct as to the Closing and the Closing Date as though made
as of the Closing, except to the extent that such representations and warranties
are specifically made as of a particular date (in which case such
representations and warranties will be true and correct as of such date).
3.1
ORGANIZATION AND CORPORATE POWER.