BENEFIT PLAN THAT IS INTENDED TO MEET THE
REQUIREMENTS OF A "QUALIFIED PLAN" UNDER CODE §401(A) HAS RECEIVED A
DETERMINATION FROM THE INTERNAL REVENUE SERVICE THAT SUCH EMPLOYEE BENEFIT PLAN
IS SO QUALIFIED.
(B)
TARGET DOES NOT CONTRIBUTE TO, HAVE ANY OBLIGATION TO CONTRIBUTE
TO, OR HAVE ANY LIABILITY UNDER OR WITH RESPECT TO ANY EMPLOYEE PENSION BENEFIT
PLAN THAT IS A "DEFINED BENEFIT PLAN" (AS DEFINED IN ERISA §3(35)).
NO ASSET OF
TARGET IS SUBJECT TO ANY LIEN UNDER ERISA OR THE CODE.
4.25
GUARANTIES.
TARGET IS NOT A GUARANTOR OR OTHERWISE LIABLE FOR ANY
LIABILITY (INCLUDING INDEBTEDNESS) OF ANY OTHER PERSON.
4.26
ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS.
(A)
TARGET HAS MATERIALLY COMPLIED AND IS IN MATERIAL COMPLIANCE WITH
ALL ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TARGET HAS
OBTAINED AND MATERIALLY COMPLIED WITH, AND IS IN MATERIAL COMPLIANCE WITH, ALL
PERMITS, LICENSES AND OTHER AUTHORIZATIONS THAT ARE REQUIRED PURSUANT TO
ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS FOR THE OCCUPATION OF THEIR
FACILITIES AND THE OPERATION OF THEIR BUSINESS.
(C)
TARGET HAS NOT RECEIVED ANY WRITTEN OR ORAL NOTICE, REPORT OR
OTHER INFORMATION REGARDING ANY ACTUAL OR ALLEGED VIOLATION OF ENVIRONMENTAL,
HEALTH, AND SAFETY REQUIREMENTS, OR ANY LIABILITIES, INCLUDING ANY
INVESTIGATORY, REMEDIAL OR CORRECTIVE OBLIGATIONS, RELATING TO ANY OF THEM OR
THEIR FACILITIES ARISING UNDER ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(D)
TO THE KNOWLEDGE OF ANY SELLER, NONE OF THE FOLLOWING EXISTS AT
ANY PROPERTY OR FACILITY OWNED OR OPERATED BY TARGET: (1) UNDERGROUND STORAGE
TANKS, (2) ASBESTOS-CONTAINING MATERIAL IN ANY FORM OR CONDITION, (3) MATERIALS
OR EQUIPMENT CONTAINING POLYCHLORINATED BIPHENYLS, OR (4) LANDFILLS, SURFACE
IMPOUNDMENTS, OR DISPOSAL AREAS.
(E)
TARGET HAS NOT TREATED, STORED, DISPOSED OF, ARRANGED FOR OR
PERMITTED THE DISPOSAL OF, TRANSPORTED, HANDLED, MANUFACTURED, DISTRIBUTED, OR
RELEASED ANY SUBSTANCE, INCLUDING WITHOUT LIMITATION ANY HAZARDOUS SUBSTANCE, OR
OWNED OR OPERATED ANY PROPERTY OR FACILITY (AND NO SUCH PROPERTY OR FACILITY IS
CONTAMINATED BY ANY SUCH SUBSTANCE) SO AS TO GIVE RISE TO ANY CURRENT OR FUTURE
LIABILITIES, INCLUDING ANY LIABILITY FOR FINES, PENALTIES, RESPONSE COSTS,
CORRECTIVE ACTION COSTS, PERSONAL INJURY, PROPERTY DAMAGE, NATURAL RESOURCES
DAMAGES OR ATTORNEY'S FEES, PURSUANT TO THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED
28
("CERCLA"), THE SOLID WASTE DISPOSAL ACT, AS AMENDED ("SWDA") OR ANY OTHER
ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(F)
NEITHER THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS
THAT ARE THE SUBJECT OF THIS AGREEMENT WILL RESULT IN ANY OBLIGATIONS FOR SITE
INVESTIGATION OR CLEANUP, OR NOTIFICATION TO OR CONSENT OF GOVERNMENT AGENCIES
OR THIRD PARTIES, PURSUANT TO ANY OF THE SO-CALLED "TRANSACTION-TRIGGERED" OR
"RESPONSIBLE PROPERTY TRANSFER" ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(H)
TARGET HAS NOT ASSUMED, OR OTHERWISE BECOME SUBJECT TO, ANY
LIABILITY, INCLUDING WITHOUT LIMITATION ANY OBLIGATION FOR CORRECTIVE OR
REMEDIAL ACTION, OF ANY OTHER PERSON RELATING TO ENVIRONMENTAL, HEALTH, AND
SAFETY REQUIREMENTS.
(I)
SELLERS AND TARGET HAVE FURNISHED TO BUYER ALL ENVIRONMENTAL
AUDITS, REPORTS AND OTHER MATERIAL ENVIRONMENTAL DOCUMENTS RELATING TO TARGET'S
OR ITS PREDECESSORS' OR