RELEASED, OR TRANSPORTED, OR ARRANGED FOR THE DISPOSAL, RELEASE, OR
TRANSPORTATION OF, ANY HAZARDOUS SUBSTANCE FROM THE PURCHASED ASSETS IN
VIOLATION OF ANY ENVIRONMENTAL LAW, OR IN A MANNER GIVING RISE TO MATERIAL
LIABILITY OR ANY REPORTING OBLIGATION UNDER ANY ENVIRONMENTAL LAW; (D) SELLER IS
NOT SUBJECT TO MATERIAL LIABILITIES OR EXPENDITURES (FIXED OR CONTINGENT)
RELATING TO ANY SUIT, SETTLEMENT, COURT ORDER, ADMINISTRATIVE ORDER, REGULATORY
REQUIREMENT, JUDGMENT, OR CLAIM ASSERTED OR ARISING UNDER ANY ENVIRONMENTAL LAW
WITH RESPECT TO THE PURCHASED ASSETS; (E) SELLER HAS MADE AVAILABLE TO PURCHASER
COPIES OF ALL ENVIRONMENTAL ASSESSMENTS IN SELLER'S POSSESSION OR AVAILABLE TO
SELLER INVOLVING THE PURCHASED ASSETS THAT HAVE BEEN PREPARED BY THIRD PARTIES;
AND (F) NO UNDERGROUND STORAGE TANKS REGULATED BY OHIO'S BUREAU OF UNDERGROUND
STORAGE TANK REGULATIONS ARE LOCATED ON ANY OF THE PROPERTIES.
7.17
NO MISREPRESENTATION IN DUE DILIGENCE MATERIALS.
TO SELLER'S
KNOWLEDGE, THE DUE DILIGENCE MATERIALS CONTAIN NO MATERIAL FALSE STATEMENT OR
MISREPRESENTATION WITH RESPECT TO THE INFORMATION SUCH DUE DILIGENCE MATERIALS
PURPORT TO PRESENT.
7.18
PROPERTIES.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 7.18, TO SELLER'S KNOWLEDGE, (I)
NONE OF THE PROPERTIES CONSISTS OF "WETLANDS" UNDER APPLICABLE FEDERAL OR STATE
LAW; (II) THE PROPERTIES ARE ZONED FOR INDUSTRIAL OR AGRICULTURAL PURPOSES; AND
(III) NO PART OF THE PROPERTIES IS LOCATED IN A FLOOD PRONE AREA.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 7.18, (I) SELLER HAS NOT RECEIVED
AND HAS NO ACTUAL KNOWLEDGE OF ANY NOTICE OR REQUEST, FORMAL OR INFORMAL, FROM
ANY INSURANCE COMPANY OR BOARD OF FIRE UNDERWRITERS IDENTIFYING ANY DEFECTS IN
THE PROPERTIES THAT WOULD ADVERSELY AFFECT THE INSURABILITY OF THE PROPERTIES;
(II) ALL REQUIRED, MATERIAL BUILDING PERMITS, OCCUPANCY PERMITS OR OTHER
APPROVALS OR CONSENTS OF GOVERNMENTAL AUTHORITIES OR PUBLIC OR PRIVATE UTILITIES
HAVING JURISDICTION HAVE BEEN OBTAINED WITH RESPECT TO THE PROPERTIES; (III)
ADEQUATE SUPPLIES OF ALL PUBLIC UTILITIES, INCLUDING, BUT NOT LIMITED TO,
ELECTRICITY, TELEPHONE AND OTHER UTILITIES REQUIRED BY LAW OR BY THE NORMAL USE
AND OPERATION OF THE PROPERTIES (X) ARE INSTALLED TO THE PROPERTY LINES OF THE
PROPERTIES, (Y) ARE CONNECTED PURSUANT TO VALID PERMITS, (Z) ARE ADEQUATE TO
SERVICE THE PROPERTIES,
29
(XX) ARE ADEQUATE TO PERMIT FULL COMPLIANCE WITH ALL REQUIREMENTS OF LAW AND
NORMAL USAGE OF THE PROPERTIES BY THE OCCUPANTS AND THEIR LICENSEES AND
INVITEES, AND (YY) EITHER ENTER THE PROPERTIES THROUGH ADJOINING PUBLIC STREETS,
OR IF THEY PASS THROUGH ADJOINING PRIVATE LAND, DO SO IN ACCORDANCE WITH VALID
PUBLIC EASEMENTS OR PRIVATE EASEMENTS THAT INURE TO THE BENEFIT OF SELLER AND
ITS SUCCESSORS IN TITLE TO THE PROPERTIES.
7.19
ABSENCE OF MATERIAL ADVERSE EFFECT.
SINCE JULY 31, 2006, THERE HAS
NOT BEEN A MATERIAL ADVERSE EFFECT.
7.20
DISCLAIMER OF WARRANTIES.
EXCEPT WITH RESPECT TO THE WARRANTIES
AND REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO
WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, SUITABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, OR QUALITY AS TO THE PURCHASED ASSETS, OR ANY PART
THEREOF, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF, OR THE ABSENCE