THE CLOSING.
(B)
THERE IS NO PENDING, OR TO SELLER'S KNOWLEDGE THREATENED,
INVESTIGATION, CLAIM OR ADMINISTRATIVE PROCEEDING AGAINST SELLER UNDER ANY
ENVIRONMENTAL LAW WITH RESPECT TO THE BUSINESS, AND SELLER HAS NOT RECEIVED ANY
NOTICE ALLEGING THAT THE CONDUCT OF THE BUSINESS IS IN VIOLATION OF APPLICABLE
ENVIRONMENTAL LAW.
(C)
THERE HAVE BEEN NO UNPERMITTED RELEASES OF HAZARDOUS MATERIALS TO
THE SOIL OR GROUNDWATER OF THE MOUNTAIN VIEW FACILITIES (I) BY SELLER OR ITS
RELATED PERSONS, OR (II) TO SELLER'S KNOWLEDGE, ANY OTHER PERSON, OR (III)
OTHERWISE IN THE COURSE OF THE CONDUCT OF THE BUSINESS, WHICH ARE REASONABLY
LIKELY TO GIVE RISE TO AN OBLIGATION BY BUYER TO TAKE ANY RESPONSE,
INVESTIGATION, REMOVAL, OR OTHER ACTION WITH RESPECT TO THE SOIL OR GROUNDWATER
OF THE MOUNTAIN VIEW FACILITIES UNDER ANY ENVIRONMENTAL LAW OR THE MOUNTAIN VIEW
LEASE.
(D)
THERE IS NO ASBESTOS, SILICA, REFRACTORY CERAMIC FIBERS OR OTHER
SUBSTANCE THAT IS IN A CONDITION OR CONCENTRATION HARMFUL TO HUMAN HEALTH
PRESENT IN THE FACILITY SUBJECT TO THE MOUNTAIN VIEW LEASE OR USED IN THE
BUSINESS, OTHER THAN HAZARDOUS MATERIAL USED IN THE CONDUCT OF THE BUSINESS IN
THE ORDINARY COURSE AND STORED, USED, AND DISPOSED OF IN ALL MATERIAL RESPECTS
IN ACCORDANCE WITH APPLICABLE ENVIRONMENTAL LAW.
Notwithstanding the foregoing, Seller makes no representation or warranty
whatsoever pursuant to this Section 5.18, regarding (i) any matter that is
within the Buyer Environmental and Facility Liabilities, or (ii) except to the
extent of the Seller Environmental Liabilities, any Hazardous Material which has
or hereafter migrates onto the Mountain View Facilities from any other property.
5.19
TAXES.
TO THE EXTENT FAILURE TO DO SO WOULD ADVERSELY IMPACT THE
ACQUIRED ASSETS OR BUYER'S OWNERSHIP OF THE ACQUIRED ASSETS OR THE OPERATION OF
THE BUSINESS, SELLER HAS FILED ALL TAX RETURNS REQUIRED TO BE FILED BY IT WITH
RESPECT TO THE BUSINESS, AND HAS PAID (OR MADE ADEQUATE PROVISION IN ITS
FINANCIAL STATEMENTS FOR THE PAYMENT OF) ALL TAXES SHOWN ON SUCH RETURNS TO BE
OWED BY IT, AND NO CLAIMS FOR ADDITIONAL TAXES WITH RESPECT TO THE ACQUIRED
ASSETS OR THE BUSINESS FOR ANY PRIOR FISCAL YEARS ARE PENDING.
SELLER IS NOT A
PARTY TO ANY PENDING ACTION, NOR TO SELLER'S KNOWLEDGE IS ANY ACTION THREATENED,
BY ANY GOVERNMENTAL AUTHORITY FOR THE ASSESSMENT OR COLLECTION OF TAXES WITH
RESPECT TO THE BUSINESS.
SELLER IS NOT A FOREIGN PERSON PURSUANT TO
SECTION 1445(B)(2) OF THE CODE.
NONE OF THE ASSUMED LIABILITIES IS AN
OBLIGATION TO MAKE A PAYMENT OR IS AN AGREEMENT THAT UNDER CERTAIN CIRCUMSTANCES
COULD REQUIRE A PAYMENT THAT WOULD NOT BE DEDUCTIBLE UNDER SECTION 280G OF THE
CODE.
SELLER HAS DULY AND TIMELY WITHHELD FROM SALARIES, WAGES AND OTHER
COMPENSATION PAID TO EMPLOYEES ENGAGED PRIMARILY IN THE BUSINESS AND PAID OVER
TO THE APPROPRIATE TAX AUTHORITIES ALL AMOUNTS REQUIRED TO BE SO WITHHELD AND
PAID OVER FOR THE PERTINENT PERIODS UNDER ALL APPLICABLE LAWS AND HAS COLLECTED
ALL MATERIAL SALES AND USE TAXES REQUIRED TO BE COLLECTED IN RESPECT OF THE