THE SELLER IS IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS
AND ALL ENVIRONMENTAL PERMITS AND ALL SUCH ENVIRONMENTAL PERMITS ARE VALID AND
IN FULL FORCE AND EFFECT FOR THE CONDUCT OF THE BUSINESS AND WHERE APPLICABLE,
TIMELY RENEWAL APPLICATIONS HAVE BEEN SUBMITTED FOR ALL SUCH AUTHORIZATIONS AND
PERMITS;
17
(B)
THERE HAS BEEN NO RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS
MATERIAL ON, UNDER, OR FROM ANY OF THE SELLER'S REAL PROPERTY OR, DURING THE
PERIOD OF THE SELLER'S OWNERSHIP, LEASE, USE OR OCCUPANCY THEREOF, ON ANY
PROPERTY FORMERLY OWNED, LEASED, USED OR OCCUPIED BY THE SELLER;
(C)
THERE ARE NO ENVIRONMENTAL CLAIMS PENDING OR THREATENED AGAINST
THE SELLER, AND THERE ARE NO CIRCUMSTANCES THAT CAN REASONABLY BE EXPECTED TO
FORM THE BASIS OF ANY SUCH ENVIRONMENTAL CLAIM; THE BUSINESS IS AND FOR THE PAST
THREE YEARS HAS BEEN CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL
LAWS; AND DURING THE PAST THREE YEARS, THE SELLER HAS NOT RECEIVED ANY WRITTEN
NOTICE REGARDING (I) ANY ACTUAL OR ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW OR
(II) ANY LIABILITIES OR POTENTIAL LIABILITIES (WHETHER ACCRUED, ABSOLUTE,
CONTINGENT, UNLIQUIDATED OR OTHERWISE), INCLUDING ANY INVESTIGATORY, REMEDIAL OR
CORRECTIVE OBLIGATIONS, RELATING TO THE SELLER OR ITS FACILITIES ARISING UNDER
ANY ENVIRONMENTAL LAW; AND
(D)
THE SELLER HAS NO ACTUAL OR ALLEGED LIABILITY, WHETHER FIXED OR
CONTINGENT, UNDER ANY ENVIRONMENTAL LAW.
SECTION 3.11.
Material Contracts.
(a)
Section 3.11(a) of the Disclosure
Schedule lists each of the following contracts and agreements (including,
without limitation, oral agreements and informal arrangements) of the Seller
(such contracts and agreements, together with all IP Agreements set forth in
Section 3.12(a) of the Disclosure Schedule, being "Material Contracts"):
(I)
ALL CONTRACTS AND AGREEMENTS RELATING TO INDEBTEDNESS OF THE
SELLER IN EXCESS OF 50,000,000 KOREAN WON;
(II)
ALL CONTRACTS AND AGREEMENTS WITH ANY GOVERNMENTAL AUTHORITY TO
WHICH THE SELLER IS A PARTY;
(III)
ALL CONTRACTS AND AGREEMENTS BETWEEN OR AMONG THE SELLER AND/OR
ANY AFFILIATE OF THE SELLER;
(IV)
ALL EMPLOYMENT CONTRACT, WRITTEN OR ORAL, WITH ANY EXECUTIVE
OFFICER OR DIRECTOR OF THE SELLER;
(V)
ALL CONTRACTS AND AGREEMENTS RELATING TO RESTRICTIONS ON
COMPETITION OF THE SELLER OR ANY OF ITS EMPLOYEES;
(VI)
ALL JOINT VENTURE CONTRACTS OR ARRANGEMENTS OR OTHER ARRANGEMENTS
INVOLVING SHARING OF PROFITS;
(VII)
ALL AGREEMENTS RELATING TO THE DISPOSITION OR ACQUISITION OF
ASSETS OR ANY INTEREST IN ANY BUSINESS ENTERPRISE OTHER THAN THOSE ENTERED INTO
IN THE ORDINARY COURSE AND CONSISTENT WITH PAST PRACTICE; AND
(VIII)
ALL OTHER CONTRACTS AND AGREEMENTS, WHETHER OR NOT MADE IN THE
ORDINARY COURSE OF BUSINESS, THE ABSENCE OF WHICH WOULD HAVE A MATERIAL ADVERSE
EFFECT.
18
(B)
EXCEPT AS OTHERWISE NOTED IN SECTION 3.11(B) OF THE DISCLOSURE
SCHEDULE, (I) EACH IP AGREEMENT IS VALID AND BINDING ON THE PARTIES THERETO AND
IS IN FULL FORCE AND EFFECT AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF; (II) EACH TRANSFERRED IP
AGREEMENT IS FREELY AND FULLY ASSIGNABLE TO THE PURCHASER WITHOUT PENALTY,
IMPAIRMENT OR OTHER ADVERSE CONSEQUENCES; AND