CONTRIBUTED ASSETS, ARE SUBJECT.
3.8.
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN
PART 3.8 OF THE DISCLOSURE LETTER:
(A)
THE PLANT IS, AND AT ALL TIMES HAS BEEN, IN
FULL COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.
MGPI HAS PROPERLY OBTAINED AND IS
IN COMPLIANCE WITH ALL GOVERNMENTAL AUTHORIZATIONS AND HAS PROPERLY MADE ALL
FILINGS WITH AND SUBMISSIONS TO ANY GOVERNMENTAL BODY OR OTHER AUTHORITY
REQUIRED PURSUANT TO ANY ENVIRONMENTAL LAW.
NO DEFICIENCIES HAVE BEEN ASSERTED
BY ANY SUCH GOVERNMENTAL BODY WITH RESPECT TO SUCH ITEMS.
(B)
MGPI HAS NOT RECEIVED ANY ACTUAL OR
THREATENED ORDER, NOTICE, NOTIFICATION, DEMAND, REQUEST FOR INFORMATION,
CITATION, SUMMONS OR ORDER OR OTHER COMMUNICATION FROM (I) ANY GOVERNMENTAL BODY
OR PRIVATE CITIZEN, (II) THE CURRENT OR PRIOR OWNER OR OPERATOR OF THE PLANT, OR
(III) ANY PERSON OF ANY 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 MGPI, IS
THREATENED BY ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON RELATING TO THE PLANT
RELATING TO OR ARISING OUT OF ANY ENVIRONMENTAL LAW OR RELATING TO ANY
ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES.
15
(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)
MGPI HAS NOT 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 COMPANY
PRIOR TO THE DATE OF THIS AGREEMENT.
(I)
MGPI HAS NEVER RECEIVED FROM ANY PERSON
ANY NOTICE OF NOR DOES