ITS
SUBSIDIARIES UNDER ENVIRONMENTAL LAWS, INCLUDING ANY CLAIMS BASED ON THE ALLEGED
EXPOSURE OF ANY PERSON OR PROPERTY TO ANY HAZARDOUS MATERIAL;
(V)
THE COMPANY HAS MADE AVAILABLE TO SPINCO AND FOREST ALL MATERIAL
SITE ASSESSMENTS, COMPLIANCE AUDITS, AND OTHER SIMILAR STUDIES PREPARED SINCE
JANUARY 1, 2002 IN THE COMPANY'S POSSESSION OR CUSTODY RELATING TO (A) THE
ENVIRONMENTAL CONDITIONS ON, UNDER OR ABOUT THE PROPERTIES OR ASSETS CURRENTLY
OWNED, LEASED, OPERATED OR USED BY THE
36
COMPANY, ANY OF ITS SUBSIDIARIES OR ANY PREDECESSOR IN INTEREST THERETO AND
(B) ANY HAZARDOUS MATERIALS USED, MANAGED, HANDLED, TRANSPORTED, TREATED,
GENERATED, STORED, DISCHARGED, EMITTED, OR OTHERWISE RELEASED BY THE COMPANY,
ANY OF ITS SUBSIDIARIES OR, TO THE COMPANY'S KNOWLEDGE, ANY OTHER PERSON, ON,
UNDER, ABOUT OR FROM ANY OF THE PROPERTIES CURRENTLY OWNED OR LEASED BY, OR
OTHERWISE IN CONNECTION WITH THE USE OR OPERATION OF ANY OF THE PROPERTIES OWNED
OR LEASED BY, OR OTHERWISE IN CONNECTION WITH THE USE OR OPERATION OF ANY OF THE
PROPERTIES AND ASSETS OF, THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR THEIR
RESPECTIVE BUSINESSES AND OPERATIONS;
(VI)
SINCE JANUARY 1, 2002, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS RECEIVED ANY COMMUNICATION THAT HAS NOT BEEN RESOLVED, WHETHER
FROM A GOVERNMENTAL AUTHORITY, CITIZEN'S GROUP, EMPLOYEE OR OTHERWISE, ALLEGING
THAT IT IS LIABLE UNDER, OR NOT IN COMPLIANCE WITH, ANY ENVIRONMENTAL LAW; AND
(VII)
TO THE COMPANY'S KNOWLEDGE, THERE IS NO REQUIREMENT ANTICIPATED OR
FORMALLY PROPOSED FOR NOTICE, COMMENT, ADOPTION OR IMPLEMENTATION UNDER ANY
ENVIRONMENTAL LAW OR ENVIRONMENTAL PERMIT ISSUED PURSUANT THERETO THAT IS
REASONABLY EXPECTED TO RESULT IN LIABILITY OR MATERIAL INCREASES IN EITHER
CAPITAL OR OPERATING COSTS FOR THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(B)
INSOFAR AS THE REPRESENTATIONS SET FORTH IN SUBSECTIONS (A)(I),
(A)(II), (A)(III), (A)(IV) AND (A)(VII) RELATE TO ASSETS OF THE COMPANY OPERATED
BY A PERSON OTHER THAN THE COMPANY OR ANY OF ITS SUBSIDIARIES, SUCH
REPRESENTATIONS ARE GIVEN ONLY TO THE KNOWLEDGE OF THE COMPANY.
Section 5.11
Tax Matters.
(A)
(I) ALL MATERIAL TAX RETURNS RELATING TO THE COMPANY AND THE
COMPANY SUBSIDIARIES REQUIRED TO BE FILED HAVE BEEN DULY AND TIMELY FILED,
(II) ALL SUCH TAX RETURNS ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS, (III) ALL TAXES SHOWN AS DUE AND PAYABLE ON SUCH TAX RETURNS, RELATING
TO THE COMPANY OR ANY COMPANY SUBSIDIARY REQUIRED TO BE PAID, HAVE BEEN DULY AND
TIMELY PAID, (IV) NO ADJUSTMENT RELATING TO SUCH TAX RETURNS HAS BEEN PROPOSED
IN WRITING BY ANY GOVERNMENTAL AUTHORITY, (V) ALL MATERIAL TAXES RELATING TO THE
COMPANY AND THE COMPANY SUBSIDIARIES FOR ANY TAXABLE PERIOD (OR A PORTION
THEREOF) BEGINNING ON OR PRIOR TO THE DATE OF THE CLOSING (WHICH ARE NOT YET DUE
AND PAYABLE) HAVE BEEN PROPERLY RESERVED FOR IN THE BOOKS AND RECORDS OF THE
COMPANY WHETHER OR NOT SHOWN AS BEING DUE ON ANY TAX RETURN, AND (VI) THE
COMPANY AND THE COMPANY SUBSIDIARIES HAVE DULY AND TIMELY WITHHELD ALL MATERIAL
TAXES REQUIRED TO BE WITHHELD AND SUCH