CONDITION, CIRCUMSTANCE, ACTIVITY, PRACTICE, INCIDENT,
ACTION OR PLAN WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN A VIOLATION OF
APPLICABLE ENVIRONMENTAL LAW OR TO GIVE RISE TO ANY COMMON LAW OR STATUTORY
LIABILITY, OR OTHERWISE FORM THE BASIS FOR ANY PROCEEDING, AGAINST THE COMPANY
OR ANY OF COMPANY SUBSIDIARY, IN EACH CASE (WITH RESPECT TO THIS CLAUSE (IV))
BASED ON OR RESULTING FROM THE GENERATION, USE, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING, OR RELEASE OF ANY HAZARDOUS SUBSTANCE AND, FOR PURPOSES
OF THE PRECEDING CLAUSES (I) - (IV), IF SUCH NOTICE IS FROM A PERSON OTHER THAN
A GOVERNMENTAL AUTHORITY ONLY IF THE ENVIRONMENTAL CLAIM, VIOLATION OF
ENVIRONMENTAL LAW OR LIABILITY THREATENED THEREIN WOULD BE REASONABLY LIKELY TO
HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL IMPACT ON THE BUSINESS.
(E)
ALL STATEMENTS CONTAINED IN THE SELLERS' GENERAL INFORMATION
NOTICES, PRELIMINARY ASSESSMENT REPORTS AND APPLICATIONS FOR ISRA APPROVAL FOR
THE OWNED REAL PROPERTY OR LEASED REAL PROPERTY SUBMITTED BY OR ON BEHALF OF THE
SELLERS TO THE NJDEP FOR PURPOSES OF COMPLYING WITH ISRA WILL BE ACCURATE AND
COMPLETE IN ALL MATERIAL RESPECTS, AND SELLERS HAVE, OR PRIOR TO THE CLOSING
SHALL HAVE, MADE AVAILABLE TO THE PURCHASER COMPLETE AND ACCURATE (IN ALL
MATERIAL RESPECTS) COPIES OF ALL SUCH DOCUMENTS.
(F)
TO THE KNOWLEDGE OF THE SELLERS, THERE IS NO MATERIAL RESTRICTION
IMPOSED BY A GOVERNMENTAL AUTHORITY ON THE OWNERSHIP, OCCUPANCY, USE OR
TRANSFERABILITY OF THE OWNED REAL PROPERTY OR LEASED REAL PROPERTY IN CONNECTION
WITH (I) ANY ENVIRONMENTAL LAW OR (II) RELEASE, THREATENED RELEASE OR DISPOSAL
OF HAZARDOUS SUBSTANCES, IN EACH CASE OTHER THAN RESTRICTIONS THAT ARE SHOWN ON,
OR EVIDENT ON, PUBLIC RECORDS.
(G)
THERE ARE NO ENVIRONMENTAL CLAIMS AGAINST ANY PERSON WHOSE
LIABILITY FOR ENVIRONMENTAL REMEDIATION OR ANY VIOLATION OF ENVIRONMENTAL LAWS,
THE COMPANY OR THE COMPANY SUBSIDIARIES HAVE RETAINED OR ASSUMED CONTRACTUALLY
OR BY OPERATION OF LAW (BUT EXCLUDING INDEMNIFICATION AND CONTRIBUTION RIGHTS
UNDER CONTRACTS NOT PRIMARILY PERTAINING TO ENVIRONMENTAL OBLIGATIONS).
24
(H)
THE SELLERS HAVE MADE AVAILABLE TO THE PURCHASER COMPLETE AND
ACCURATE (IN ALL MATERIAL RESPECTS) COPIES OF ALL NON-ATTORNEY-CLIENT PRIVILEGED
ENVIRONMENTAL AUDITS AND ASSESSMENTS WITHIN THEIR POSSESSION RELATING TO THE
ENVIRONMENTAL CONDITION OR LIABILITY OF THE COMPANY, THE COMPANY SUBSIDIARIES,
THE OWNED REAL PROPERTY AND THE LEASED REAL PROPERTY.
(I)
NONE OF THE MATTERS SET FORTH IN SECTION 2.16 OF THE SELLER
DISCLOSURE SCHEDULE WOULD REASONABLY BE EXPECTED TO RESULT, INDIVIDUALLY OR IN
THE AGGREGATE, IN A MATERIAL ADVERSE EFFECT.
(J)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 2.16 ARE THE SOLE
REPRESENTATIONS AND WARRANTIES OF THE SELLERS RELATING TO ANY LIABILITY OR
OBLIGATION UNDER ENVIRONMENTAL LAW.
2.17
TAXES.
(A)
ALL TAX RETURNS REQUIRED TO BE FILED WITH ANY GOVERNMENTAL
AUTHORITY BY THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES HAVE BEEN TIMELY
FILED AND WERE ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
ALL TAXES
(EXCEPT THOSE WHICH ARE DE MINIMUS) DUE AND PAYABLE BY THE COMPANY OR ANY OF THE
COMPANY