ACTUAL OR POTENTIAL VIOLATION
OR FAILURE TO COMPLY WITH ANY ENVIRONMENTAL LAW, OR OF ANY ACTUAL OR THREATENED
OBLIGATION TO UNDERTAKE OR BEAR THE COST OF ANY ENVIRONMENTAL, HEALTH, AND
SAFETY LIABILITIES WITH RESPECT TO THE PLANT.
IN ADDITION, NO COMPLAINT HAS
BEEN FILED, NO PENALTY HAS BEEN ASSESSED, AND NO INVESTIGATION, ACTION, CLAIM,
SUIT, PROCEEDING OR REVIEW (OR ANY REASONABLE BASIS THEREFOR) IS PENDING OR, TO
THE KNOWLEDGE OF THE SELLER OR THE COMPANY, IS THREATENED BY ANY GOVERNMENTAL
AUTHORITY OR OTHER PERSON RELATING TO THE COMPANY OR THE PLANT RELATING TO OR
ARISING OUT OF ANY ENVIRONMENTAL LAW OR RELATING TO ANY ENVIRONMENTAL, HEALTH,
AND SAFETY LIABILITIES.
(C)
THERE HAS BEEN NO RELEASE OF ANY HAZARDOUS
MATERIALS ON, BENEATH, ABOVE, INTO, AT OR FROM THE PLANT OR INTO THE
ENVIRONMENT.
(D)
THERE ARE NO ENVIRONMENTAL, HEALTH, AND
SAFETY LIABILITIES REGARDING OR RELATING TO THE PLANT OF ANY KIND WHATSOEVER,
WHETHER ACCRUED, CONTINGENT, ABSOLUTE, DETERMINED, DETERMINABLE OR OTHERWISE
ARISING UNDER OR RELATING TO ANY ENVIRONMENTAL LAW OR ANY HAZARDOUS MATERIALS
AND THERE IS NO CONDITION, SITUATION OR SET OF CIRCUMSTANCES THAT COULD
REASONABLY BE EXPECTED TO RESULT IN OR BE THE BASIS FOR ANY ENVIRONMENTAL,
HEALTH, AND SAFETY LIABILITIES REGARDING OR RELATING TO THE PLANT.
(E)
NO HAZARDOUS MATERIALS ARE PRESENT IN, ON,
UNDER OR AT THE PLANT.
(F)
NEITHER SELLER NOR THE COMPANY HAS
TRANSPORTED, STORED, USED, MANUFACTURED, DISPOSED OF, SOLD, RELEASED OR EXPOSED
ITS EMPLOYEES OR ANY OTHER PERSON TO ANY HAZARDOUS MATERIALS, OR ARRANGED FOR
THE DISPOSAL, DISCHARGE, STORAGE OR RELEASE OF ANY HAZARDOUS MATERIALS, AND DOES
NOT CURRENTLY ENGAGE IN ANY OF THE FOREGOING ACTIVITIES, IN VIOLATION OF ANY
APPLICABLE ENVIRONMENTAL LAW.
(G)
THERE ARE AND HAVE BEEN NO ASBESTOS FIBERS
OR MATERIALS, LEAD, POLYCHLORINATED BIPHENYLS, OR UNDERGROUND STORAGE TANKS OR
RELATED PIPING ON OR BENEATH THE PLANT.
(H)
THERE HAS BEEN NO ENVIRONMENTAL
INVESTIGATION, STUDY, AUDIT, TEST, REPORT, REVIEW OR OTHER ANALYSIS CONDUCTED
REGARDING THE PLANT OR ANY PART THEREOF THAT IDENTIFIES ANY ACTUAL OR POTENTIAL
HAZARDOUS MATERIALS, RELEASE, OR ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES
REGARDING OR RELATED TO THE PLANT THAT HAS NOT BEEN PROVIDED TO THE BUYER PRIOR
TO THE DATE OF THIS AGREEMENT.
(I)
NEITHER SELLER NOR THE COMPANY HAS EVER
RECEIVED FROM ANY PERSON ANY NOTICE OF, NOR DOES SELLER OR THE COMPANY HAVE ANY
KNOWLEDGE OF, ANY PAST, PRESENT OR ANTICIPATED FUTURE EVENTS, CONDITIONS,
CIRCUMSTANCES, ACTIVITIES, PRACTICES, INCIDENTS, ACTIONS, AGREEMENTS OR PLANS
THAT COULD: (I) INTERFERE WITH,
20
PREVENT, OR INCREASE THE COSTS OF COMPLIANCE OR CONTINUED COMPLIANCE WITH ANY
ENVIRONMENTAL LAW OR ANY RENEWAL OR TRANSFER THEREOF OF ANY ENVIRONMENTAL LAW;
(II) MAKE MORE STRINGENT ANY RESTRICTION, LIMITATION, REQUIREMENT OR CONDITION
UNDER ANY PERMIT OR ANY OTHER ENVIRONMENTAL LAW IN CONNECTION WITH THE
OWNERSHIP, USE, OR OPERATION AT OR ON THE PLANT; OR (III) GIVE RISE TO ANY
ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES OR FORM THE BASIS OF ANY CIVIL,
CRIMINAL OR ADMINISTRATIVE ACTION, SUIT, SUMMONS, CITATION, COMPLAINT, CLAIM,
NOTICE, DEMAND, REQUEST, JUDGMENT, ORDER, LIEN, PROCEEDING, HEARING,