VIOLATION OF
ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS, OR ANY MATERIAL LIABILITIES OR
POTENTIAL MATERIAL LIABILITIES (WHETHER ACCRUED, ABSOLUTE, CONTINGENT,
UNLIQUIDATED OR OTHERWISE), INCLUDING ANY MATERIAL INVESTIGATORY, REMEDIAL OR
CORRECTIVE OBLIGATIONS, RELATING TO THE OPERATIONS CONDUCTED AT THE LEASED REAL
PROPERTY ARISING UNDER ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(IV)
SELLER HAS NOT, AT ANY LEASED REAL PROPERTY, 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 LEASED REAL
PROPERTY OR FACILITY THEREON (AND NO SUCH PROPERTY OR FACILITY IS CONTAMINATED
BY ANY SUCH SUBSTANCE) SO AS TO GIVE RISE TO ANY CURRENT OR FUTURE MATERIAL
LIABILITIES, INCLUDING ANY MATERIAL LIABILITY FOR RESPONSE COSTS, CORRECTIVE
ACTION COSTS, PERSONAL INJURY, PROPERTY DAMAGE, NATURAL RESOURCES DAMAGES OR
ATTORNEY FEES, PURSUANT TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED ("CERCLA") OR THE SOLID WASTE
DISPOSAL ACT, AS AMENDED OR ANY OTHER ENVIRONMENTAL, HEALTH, AND SAFETY
REQUIREMENTS.
(V)
NEITHER THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS
THAT ARE THE SUBJECT OF THIS AGREEMENT WILL RESULT IN ANY MATERIAL 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.
(VI)
SELLER HAS NOT, AT ANY LEASED REAL PROPERTY, DESIGNED,
MANUFACTURED, SOLD, MARKETED, INSTALLED, OR DISTRIBUTED PRODUCTS OR OTHER ITEMS
CONTAINING ASBESTOS.
(VII)
SELLER HAS FURNISHED TO BUYER ALL ENVIRONMENTAL AUDITS, REPORTS
AND OTHER MATERIAL ENVIRONMENTAL DOCUMENTS RELATING TO THE LEASED REAL PROPERTY
THAT ARE IN ITS POSSESSION.
18
(o)
Legal Compliance.
Seller has complied in all material respects
with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder and
including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1, et seq.) of
federal, state, local, and foreign governments (and all agencies thereof), and
no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against any of them alleging any
failure so to comply.
(P)
TAX MATTERS.
(I)
SELLER HAS FILED ALL MATERIAL TAX RETURNS THAT IT WAS REQUIRED TO
FILE. ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
ALL MATERIAL TAXES OWED BY SELLER (WHETHER OR NOT SHOWN ON ANY TAX RETURN) HAVE
BEEN PAID.
SELLER IS NOT CURRENTLY THE BENEFICIARY OF ANY EXTENSION OF TIME
WITHIN WHICH TO FILE ANY INCOME TAX RETURN.
SELLER HAS WITHHELD AND PAID ALL
TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH AMOUNTS PAID OR
OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER, OR OTHER
THIRD PARTY, AND ALL FORMS W-2 AND 1099 REQUIRED WITH RESPECT THERETO HAVE BEEN
PROPERLY COMPLETED AND TIMELY FILED.
(II)
THERE IS NO MATERIAL DISPUTE OR CLAIM CONCERNING ANY TAX
LIABILITY OF SELLER EITHER: (A) CLAIMED OR RAISED BY ANY AUTHORITY IN WRITING;
OR (B) AS TO WHICH SELLER HAS KNOWLEDGE.
(q)
Litigation.
Section 3(q)