OR BEFORE ANY
FEDERAL, PROVINCIAL, COUNTY OR MUNICIPAL DEPARTMENT, COMMISSION, BOARD, BUREAU
OR AGENCY OR OTHER GOVERNMENTAL INSTRUMENTALITY HAVING PROPER JURISDICTION.
THERE IS NO SUIT, ACTION, ARBITRATION OR OTHER PROCEEDING PENDING OR, TO
SELLER'S KNOWLEDGE, THREATENED BEFORE ANY COURT OR GOVERNMENTAL AGENCY, WHICH
MAY RESULT IN THE RESTRAINT OR PROHIBITION OF THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
10.4.
COMPLIANCE.
EXCEPT AS DISCLOSED ON SCHEDULE 10.4
AND TO SELLER'S KNOWLEDGE, DURING SELLER'S OWNERSHIP OF THE ASSETS, SELLER HAS
NOT RECEIVED NOTICE THAT EITHER THE REAL PROPERTY OR THE SELLER IS (I) IN
MATERIAL VIOLATION OF ANY APPLICABLE FEDERAL, PROVINCIAL, COUNTY OR MUNICIPAL
LAW, STATUTE, ORDINANCE, ORDER, REGULATION OR REQUIREMENT, OR (II) IN MATERIAL
BREACH OF AN AGREEMENT WITH A FEDERAL, PROVINCIAL OR LOCAL GOVERNMENTAL
AUTHORITY AFFECTING ALL OR ANY PORTION OF THE REAL PROPERTY.
10.5.
NO OTHER AGREEMENTS.
EXCEPT FOR THE CONTRACTS AND
LEASES AND OTHER AGREEMENTS ENTERED INTO IN THE NORMAL COURSE OF SELLER'S TIMBER
OPERATIONS, THERE ARE NO OTHER AGREEMENTS AFFECTING THE ASSETS OR ANY PORTION
THEREOF, AND SELLER HAS NOT RECEIVED NOTICE THAT IT IS IN MATERIAL BREACH OF ANY
OF THE CONTRACTS OR LEASES.
10.6.
TIMBER OPERATIONS AND STUMPAGE AGREEMENT.
SELLER
AND PURCHASER ACKNOWLEDGE AND AGREE THAT, UPON CLOSING, SELLER AND NPNS SHALL
TERMINATE THE STUMPAGE AGREEMENT AND SELLER SHALL RECEIVE PAYMENT FOR ALL TIMBER
HARVESTED PURSUANT TO THE STUMPAGE AGREEMENT THROUGH THE DATE OF TERMINATION.
TO SELLER'S KNOWLEDGE, OTHER THAN THE HARVESTING OPERATIONS BEING CONDUCTED BY
NPNS PURSUANT TO THE STUMPAGE AGREEMENT, THERE ARE NO HARVESTING OPERATIONS
CURRENTLY BEING CONDUCTED ON THE REAL PROPERTY.
10.7.
ENVIRONMENTAL.
EXCEPT AS DISCLOSED ON SCHEDULE
10.7, SELLER HAS (I) NO KNOWLEDGE OF ANY VIOLATION ON THE REAL PROPERTY OF THE
APPLICABLE FEDERAL, PROVINCIAL, STATE,
7
COUNTY, CITY OR MUNICIPAL LAWS, RULES OR REGULATIONS PERTAINING TO POLLUTION OR
PROTECTION OF THE ENVIRONMENT, OR ACTUAL OR THREATENED RELEASES, DISCHARGES, OR
EMISSIONS INTO THE ENVIRONMENT OR PROTECTION OF PLANT OR ANIMAL SPECIES
(COLLECTIVELY, THE "ENVIRONMENTAL LAWS"); (II) NOT RECEIVED ANY WRITTEN NOTICE
REGARDING A VIOLATION OF THE ENVIRONMENTAL LAWS OR SUGGESTING THAT ANY PORTION
OF THE REAL PROPERTY MAY BE TARGETED FOR REMEDIATION OF ANY HAZARDOUS OR TOXIC
SUBSTANCES WHICH ARE REGULATED BY THE ENVIRONMENTAL LAWS, AND ANY OTHER FEDERAL,
PROVINCIAL, COUNTY, CITY OR MUNICIPAL LAWS OR REQUIREMENTS REGULATING HAZARDOUS,
TOXIC, CONTAMINATE OR POLLUTING MATERIALS, SUBSTANCES OR WASTES, INCLUDING,
WITHOUT LIMITATION, ANY "HAZARDOUS SUBSTANCES", "HAZARDOUS WASTE", "HAZARDOUS
MATERIALS" OR "TOXIC SUBSTANCES" UNDER SUCH LAWS (SUCH REGULATED SUBSTANCES
HEREINAFTER COLLECTIVELY REFERRED TO AS "HAZARDOUS SUBSTANCES"); (III) NOT
RELEASED, DISCHARGED, OR EMITTED AND HAS NO ACTUAL KNOWLEDGE OF ANY HAZARDOUS
SUBSTANCES ON, IN OR UNDER THE REAL PROPERTY IN VIOLATION OF ANY ENVIRONMENTAL
LAWS; (IV) NO KNOWLEDGE OF ANY PENDING OR THREATENED CLEAN-UP ACTIVITY OR OF ANY
OF THE ABOVE-GROUND OR UNDERGROUND STORAGE TANKS ON THE REAL PROPERTY; (V) NOT
MADE ANY APPLICATIONS OF PESTICIDES AND HERBICIDES TO THE REAL PROPERTY OR
PORTIONS THEREOF WHICH WERE NOT DONE IN ACCORDANCE WITH APPLICABLE ENVIRONMENTAL
LAWS OR IN CONFORMANCE WITH THE ACCEPTED INDUSTRY