ENVIRONMENTAL LAWS, HAZARDOUS SUBSTANCES, ENVIRONMENTAL CLAIMS, THE ENVIRONMENT
OR WORKPLACE HEALTH AND SAFETY.
SECTION 5.13(A) OF THE DISCLOSURE
SCHEDULE LISTS EACH ENVIRONMENTAL SITE WITH RESPECT TO WHICH COMPANY HAS
INCURRED COSTS TO INVESTIGATE, REMEDIATE OR SETTLE ENVIRONMENTAL CLAIMS THAT
ARE, TO SELLER'S KNOWLEDGE, NOT FULLY RESOLVED OR HAS RECEIVED NOTIFICATION OF
POTENTIAL ENVIRONMENTAL CLAIMS AGAINST COMPANY OR ANY COMPANY SUBSIDIARY.
(B)
SELLER HAS PROVIDED BUYER TRUE AND COMPLETE
COPIES OF THE ENVIRONMENTAL REPORTS LISTED IN SECTION 5.13(B) OF THE DISCLOSURE
SCHEDULE (WHICH, TOGETHER WITH THE ENVIRONMENTAL AUDITS OBTAINED BY BUYER AS
REFERRED TO IN SECTION 6.10, ARE COLLECTIVELY REFERRED TO AS THE "REPORTS").
TO
THE KNOWLEDGE OF SELLER AND EXCEPT AS SET FORTH IN THE REPORTS, SINCE MAY 1,
2003 THERE HAS BEEN NO STORAGE, DISPOSITION, GENERATION, TREATMENT, RELEASE OR
DISCHARGE OF ANY HAZARDOUS SUBSTANCE BY COMPANY OR ANY COMPANY SUBSIDIARY, IN
ANY MANNER OR AT A LEVEL THAT IS IN VIOLATION OF APPLICABLE ENVIRONMENTAL LAWS
IN ANY MATERIAL RESPECT, ON, IN, UNDER, ABOUT OR FROM THE PROPERTIES OR THE LAND
AND BUILDINGS ON AND IN WHICH COMPANY OR THE COMPANY SUBSIDIARIES PREVIOUSLY
CONDUCTED THEIR OPERATIONS.
(C)
TO THE KNOWLEDGE OF SELLER AND EXCEPT AS
SET FORTH IN THE REPORTS, COMPANY AND EACH COMPANY SUBSIDIARY IS IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS AND SINCE MAY 1, 2003 HAS
NOT RECEIVED WRITTEN NOTICE OF ANY UNRESOLVED POTENTIAL LIABILITY WITH RESPECT
TO ANY ENVIRONMENTAL LAW THAT WOULD BE MATERIAL TO THE CONDUCT OF COMPANY'S
BUSINESS.
(D)
EXCEPT AS SET FORTH IN THE REPORTS OR
SECTION 5.11 OF THE DISCLOSURE SCHEDULE, THERE IS NO MATERIAL ENVIRONMENTAL
CLAIM PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED AGAINST COMPANY OR ANY
COMPANY SUBSIDIARY OR OTHERWISE RELATING TO ANY OF THE PROPERTIES.
SECTION 5.13(D) OF THE DISCLOSURE SCHEDULE SETS FORTH INSURANCE SETTLEMENT AND
PRP AGREEMENTS RELATED TO ENVIRONMENTAL SITES TO WHICH COMPANY OR A COMPANY
SUBSIDIARY IS A PARTY.
(E)
EACH OF COMPANY AND THE COMPANY
SUBSIDIARIES HAVE OBTAINED ALL PERMITS, LICENSES AND APPROVALS ("PERMITS")
RELATING TO THE ENVIRONMENTAL LAWS NECESSARY FOR ITS OPERATION, EXCEPT AS WOULD
NOT HAVE A COMPANY MATERIAL ADVERSE EFFECT.
5.14
EMPLOYMENT MATTERS.
(A)
TO THE KNOWLEDGE OF SELLER, COMPANY AND THE
COMPANY SUBSIDIARIES ARE IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS
RESPECTING LABOR, EMPLOYMENT AND EMPLOYMENT
21
PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS.
THERE IS NO
MATERIAL LABOR STRIKE OR WORK STOPPAGE PENDING OR, TO THE KNOWLEDGE OF SELLER,
THREATENED INVOLVING COMPANY OR ANY COMPANY SUBSIDIARY.
THERE IS NO MATERIAL
UNFAIR LABOR PRACTICE COMPLAINT AGAINST COMPANY OR ANY COMPANY SUBSIDIARY
PENDING BEFORE THE NATIONAL LABOR RELATIONS BOARD OR OTHER GOVERNMENTAL BODY.
TO THE KNOWLEDGE OF SELLER, THERE ARE NO UNION ORGANIZATIONAL ACTIVITIES
CURRENTLY UNDERWAY WITH RESPECT TO NON-UNION EMPLOYEES OF COMPANY OR ANY COMPANY
SUBSIDIARY.
(B)
AS OF THE DATE OF THIS AGREEMENT, THERE ARE
NO PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED MATERIAL INVESTIGATIONS,
AUDITS, COMPLAINTS OR PROCEEDINGS AGAINST COMPANY BY OR BEFORE ANY GOVERNMENTAL
BODY, RESPECTING OR INVOLVING ANY