DISPOSAL OF ANY HAZARDOUS MATERIALS (AS DEFINED
BELOW) EXCEPT IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS;
(C)
THE COMPANY HAS NOT (I) RECEIVED NOTICE
UNDER THE CITIZEN SUIT PROVISIONS OF ANY ENVIRONMENTAL LAW; (II) RECEIVED ANY
WRITTEN REQUEST FOR INFORMATION, NOTICE, DEMAND LETTER, ADMINISTRATIVE INQUIRY
OR WRITTEN COMPLAINT OR CLAIM UNDER ANY ENVIRONMENTAL LAW OR RELATING TO ANY
PERMIT UNDER ENVIRONMENTAL LAW OR (III) BEEN SUBJECT TO OR, TO THE COMPANY'S
KNOWLEDGE, THREATENED WITH ANY GOVERNMENTAL OR CITIZEN ENFORCEMENT ACTION WITH
RESPECT TO ANY ENVIRONMENTAL LAW;
(D)
THE COMPANY HAS, AND AS OF THE DATE OF THIS
AGREEMENT THERE ARE IN FULL FORCE AND EFFECT, ALL PERMITS REQUIRED UNDER ANY
ENVIRONMENTAL LAW FOR THE COMPANY'S ACTIVITIES AND OPERATIONS AT THE REAL
PROPERTY, WHICH PERMITS ARE LISTED IN SECTION 2.18 OF THE DISCLOSURE SCHEDULE,
AND THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH SUCH PERMITS AND
HAS NOT ENGAGED IN ANY ACTIVITY THAT WOULD CAUSE REVOCATION OR SUSPENSION OF ANY
SUCH PERMITS AND NO ACTION OR PROCEEDING LOOKING TO OR CONTEMPLATING THE
REVOCATION OR SUSPENSION OF ANY THEREOF IS PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED; AND
24
(E)
TO THE KNOWLEDGE OF THE COMPANY, ALL
WRITTEN INFORMATION THE COMPANY HAS FURNISHED TO HARBOR CONCERNING THE
ENVIRONMENTAL CONDITIONS OF THE REAL PROPERTY, PRIOR USES OF THE REAL PROPERTY,
AND THE OPERATIONS OF THE COMPANY RELATED TO COMPLIANCE WITH ENVIRONMENTAL LAWS
IS MATERIALLY ACCURATE.
(F)
FOR PURPOSES OF THIS AGREEMENT:
(I)
"ENVIRONMENT" MEANS SOIL, SURFACE
WATERS, GROUNDWATER, LAND, STREAM SEDIMENTS, SURFACE OR SUBSURFACE STRATA AND
AMBIENT AIR AND BIOTA LIVING IN OR ON SUCH MEDIA.
(II)
"ENVIRONMENTAL LAWS" MEANS ALL LAWS
RELATING TO PROTECTION OF THE ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, THE
FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT,
THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN AIR ACT, THE CLEAN WATER
ACT, THE TOXIC SUBSTANCES CONTROL ACT, THE ENDANGERED SPECIES ACT AND SIMILAR
FEDERAL, STATE AND LOCAL LAWS.
(III)
"HAZARDOUS MATERIAL" MEANS ANY TOXIC
SUBSTANCE, HAZARDOUS WASTE, HAZARDOUS MATERIAL, HAZARDOUS SUBSTANCE, POLLUTANT,
CONTAMINANT, PETROLEUM OR PETROLEUM-CONTAINING MATERIALS, RADIATION AND
RADIOACTIVE MATERIALS, POLYCHLORINATED BIPHENYLS AND ASBESTOS AND
ASBESTOS-CONTAINING MATERIAL AS DEFINED IN, OR LISTED UNDER, ANY ENVIRONMENTAL
LAW.
(G)
THE REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS SECTION 2.18 SHALL CONSTITUTE THE ONLY REPRESENTATIONS AND WARRANTIES BY
THE COMPANY WITH RESPECT TO ENVIRONMENTAL MATTERS.
2.19
Customers and Distributors. Section 2.19 of the
Disclosure Schedule sets forth the name of each customer and distributor of the
Company who accounted for more than ten percent (10%) of the revenues of the
Company for each of the fiscal years ended December 31, 2004 and December 31,
2005 and/or for the six (6) months ended June 30, 2006 (the "Customers" and
"Distributors", respectively). No Customer or Distributor of the Company has
canceled or otherwise terminated its relationship with the Company or has
materially decreased its usage or purchase of the services or products of the
Company.
2.20
Suppliers. Within the last twelve (12) months, no
supplier that the Company has paid