COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY INFORMATION SYSTEM LIST OR ANY STATE LIST OF SITES
REQUIRING REMEDIAL ACTION;
(X)
THE COMPANY HAS NOT SENT OR ARRANGED FOR
THE TRANSPORT OF ANY CONTAMINANT TO ANY SITE LISTED ON THE NATIONAL PRIORITIES
LIST PURSUANT TO CERCLA OR THAT OTHERWISE COULD GIVE RISE TO LIABILITY ON THE
PART OF THE COMPANY FOR REMEDIAL ACTION, LOSSES OR EXPENSES;
(XI)
NO ENVIRONMENTAL ENCUMBRANCE HAS ATTACHED TO
ANY COMPANY PROPERTY; AND
(XII)
TO THE KNOWLEDGE OF THE COMPANY, ANY
ASBESTOS-CONTAINING MATERIAL WHICH IS ON OR PART OF ANY COMPANY PROPERTY IS IN
GOOD REPAIR ACCORDING TO THE CURRENT STANDARDS AND PRACTICES GOVERNING SUCH
MATERIAL, AND, TO THE KNOWLEDGE OF THE COMPANY, ITS PRESENCE OR CONDITION DOES
NOT VIOLATE ANY CURRENTLY APPLICABLE ENVIRONMENTAL LAW.
3.21.
INSURANCE.
THE COMPANY AND THE SUBSIDIARIES
MAINTAIN, OWN OR HOLD VALID POLICIES OF WORKERS' COMPENSATION AND OF INSURANCE
WITH RESPECT TO THEIR ASSETS, PROPERTIES AND BUSINESS OF THE KINDS AND IN THE
AMOUNTS NOT LESS THAN IS CUSTOMARILY MAINTAINED BY COMPANIES OF A SIMILAR STAGE
OF DEVELOPMENT ENGAGED IN THE SAME OR SIMILAR BUSINESS AND SIMILARLY SITUATED,
INCLUDING INSURANCE AGAINST LOSS, DAMAGE, FIRE, THEFT AND PUBLIC LIABILITY.
SCHEDULE 3.21 SETS FORTH A LIST AND BRIEF DESCRIPTION (INCLUDING NATURE OF
COVERAGE, LIMITS, DEDUCTIBLES, PREMIUMS AND THE LOSS EXPERIENCE FOR THE MOST
RECENT THREE YEARS WITH RESPECT TO EACH TYPE OF COVERAGE) OF ALL SUCH POLICIES
OF INSURANCE MAINTAINED, OWNED OR HELD BY THE COMPANY AND THE SUBSIDIARIES.
THE
COMPANY AND THE SUBSIDIARIES HAVE COMPLIED WITH EACH OF SUCH INSURANCE POLICIES
AND HAVE NOT FAILED TO GIVE ANY NOTICE OF, OR PRESENT ANY, MATERIAL CLAIM
THEREUNDER IN A DUE AND TIMELY MANNER.
THE COMPANY HAS DELIVERED OR MADE
AVAILABLE TO OPTIONEE CORRECT AND COMPLETE COPIES OF THE MOST RECENT INSPECTION
REPORTS, IF ANY, RECEIVED FROM INSURANCE UNDERWRITERS AS TO THE CONDITION OF THE
COMPANY'S AND THE SUBSIDIARIES' ASSETS.
3.22.
SUPPLIERS.
SCHEDULE 3.22 SETS FORTH A LIST OF THE
TOP 15 SUPPLIERS OF THE COMPANY AND THE SUBSIDIARIES.
EXCEPT AS SET FORTH IN
SCHEDULE 3.22, THERE EXISTS NO ACTUAL OR, TO THE
38
KNOWLEDGE OF THE COMPANY, THREATENED TERMINATION, CANCELLATION OR LIMITATION OF,
OR ANY MODIFICATION OR CHANGE IN, THE BUSINESS RELATIONSHIP OF THE COMPANY AND
THE SUBSIDIARIES WITH ANY SUPPLIER OR GROUP OF SUPPLIERS LISTED IN SCHEDULE
3.22, AND, TO THE KNOWLEDGE OF THE COMPANY, THERE EXISTS NO CONDITION OR STATE
OF FACTS OR CIRCUMSTANCES INVOLVING SUPPLIERS WHICH THE COMPANY CAN NOW
REASONABLY FORESEE WOULD MATERIALLY ADVERSELY AFFECT ITS BUSINESS OR PREVENT THE
CONDUCT OF ITS BUSINESS AFTER THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND THE MERGER AGREEMENT IN ESSENTIALLY THE SAME MANNER IN
WHICH IT HAS HERETOFORE BEEN CONDUCTED OR IS PROPOSED TO BE CONDUCTED PURSUANT
TO THE OPERATING PLAN.
3.23.
TAKEOVER LAWS.
THE COMPANY HAS TAKEN ALL ACTION
REQUIRED TO BE TAKEN BY IT IN ORDER TO EXEMPT THIS AGREEMENT, THE MERGER
AGREEMENT AND THE MERGER FROM, AND THIS AGREEMENT, THE MERGER AGREEMENT AND THE
MERGER ARE EXEMPT