each case, with respect to Employees; (ii) have
withheld, paid and reported all amounts required by Law or by agreement to be
withheld, reported and paid with respect to wages, salaries and other payments
to Employees; (iii) are not liable for any arrears of wages or any taxes or any
penalty for failure to
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comply with any of the foregoing; and (iv) are not liable for any payment to any
Governmental Body, any trust or other fund governed by or maintained by or on
behalf of any Governmental Body, with respect to unemployment compensation
benefits, social security or other benefits or obligations for Employees (other
than routine payments to be made in the normal course of business and consistent
with past practice).
There are no pending, or to the knowledge of Seller,
threatened against the Seller under any employment policy or disability policy.
3.15
Environment, Health and Safety.
For purposes of this Agreement,
the following terms shall have the meanings ascribed to them below:
(A)
DEFINITIONS:
(I)
"HAZARDOUS MATERIAL" IS ANY MATERIAL, CHEMICAL, SUBSTANCE OR
WASTE THAT HAS BEEN DESIGNATED BY ANY GOVERNMENTAL BODY TO BE RADIOACTIVE,
TOXIC, HAZARDOUS OR OTHERWISE A DANGER TO HEALTH, REPRODUCTION OR THE
ENVIRONMENT OR THE DISPOSAL, TREATMENT, TRANSFER, STORAGE OR MANUFACTURE OF
WHICH IS REGULATED IN ANY MANNER BY A GOVERNMENTAL BODY.
(II)
"BUSINESS FACILITY" IS ANY PROPERTY INCLUDING THE LAND, THE
IMPROVEMENTS THEREON, THE GROUNDWATER THEREUNDER AND THE SURFACE WATER THEREON,
THAT IS OR AT ANY TIME HAS BEEN OWNED, OPERATED, OCCUPIED, CONTROLLED OR LEASED
BY THE SELLER IN CONNECTION WITH THE OPERATION OF THE PRINTED CIRCUIT BOARD
ASSEMBLY MANUFACTURING AND STORAGE SYSTEM MANUFACTURING BUSINESS CONDUCTED BY
SELLER IN SINGAPORE.
(III)
"ENVIRONMENTAL LAWS" ARE ALL APPLICABLE LAWS, RULES, REGULATIONS,
ORDERS, TREATIES, STATUTES, AND CODES PROMULGATED BY ANY GOVERNMENTAL BODY WHICH
PROHIBIT, REGULATE OR CONTROL ANY HAZARDOUS MATERIAL OR ANY HAZARDOUS MATERIAL
ACTIVITY, INCLUDING, WITHOUT LIMITATION, THE FACTORIES ACT (CAP 104) OF
SINGAPORE, THE FIRE SAFETY ACT (CAP 109A) OF SINGAPORE, THE ENVIRONMENTAL
POLLUTION CONTROL ACT (CAP 94A) OF SINGAPORE, THE ENVIRONMENTAL PUBLIC HEALTH
ACT (CAP 95) OF SINGAPORE, AND ANY OTHER LAWS AND REGULATIONS IN SINGAPORE
PERTAINING TO OCCUPATIONAL HEALTH AND SAFETY, OR POLLUTION CONTROL, THE
REGULATIONS PROMULGATED TO ANY OF THE FOREGOING, AND ALL AMENDMENTS AND
MODIFICATIONS OF ANY OF THE FOREGOING.
(IV)
"HAZARDOUS MATERIALS ACTIVITY" IS THE TRANSPORTATION, TRANSFER,
RECYCLING, STORAGE, USE, TREATMENT, MANUFACTURE, REMOVAL, REMEDIATION, RELEASE
(OR THREAT OF RELEASE), EXPOSURE OF OTHERS TO, SALE, OR DISTRIBUTION OF ANY
HAZARDOUS MATERIAL OR ANY PRODUCT CONTAINING A HAZARDOUS MATERIAL.
(V)
"ENVIRONMENTAL PERMIT" IS ANY APPROVAL, PERMIT, LICENSE, CLEARANCE
OR CONSENT REQUIRED TO BE OBTAINED FROM ANY PRIVATE PERSON OR ANY GOVERNMENTAL
BODY WITH RESPECT TO A HAZARDOUS MATERIALS ACTIVITY WHICH IS OR WAS CONDUCTED BY
THE SELLER.
(B)
CONDITION OF PROPERTY:
AS OF THE CLOSING, EXCEPT IN COMPLIANCE
WITH ENVIRONMENTAL LAWS AND IN A MANNER THAT COULD NOT REASONABLY BE EXPECTED TO
SUBJECT THE SELLER TO LIABILITY, TO KNOWLEDGE OF SELLER, NO HAZARDOUS MATERIALS,
UNDERGROUND STORAGE TANKS, ASBESTOS WHICH