FORMERLY OWNED OR OPERATED BY ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES HAVE BEEN DISPOSED OF IN A MANNER NOT REASONABLY EXPECTED TO RESULT
IN MATERIAL LIABILITY TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(D)
EXCEPT AS SET FORTH IN SCHEDULE 5.09(D) OR
AS WOULD NOT REASONABLY BE EXPECTED TO RESULT, INDIVIDUALLY OR IN THE AGGREGATE,
A MATERIAL LIABILITY, THE BORROWER AND EACH OF ITS SUBSIDIARIES HAS OBTAINED ALL
MATERIAL ENVIRONMENTAL PERMITS REQUIRED FOR OWNERSHIP AND OPERATION OF ITS
PROPERTY AND BUSINESS.
EXCEPT AS SET FORTH IN SCHEDULE 5.09(D), NEITHER THE
BORROWER NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY WRITTEN NOTIFICATION
PURSUANT TO ANY APPLICABLE ENVIRONMENTAL LAW OR OTHERWISE HAS KNOWLEDGE THAT
(A) ANY MATERIAL WORK, REPAIRS, CONSTRUCTION OR CAPITAL EXPENDITURES ARE
REQUIRED TO BE MADE IN ORDER TO BE IN OR CONTINUE TO BE IN COMPLIANCE WITH ANY
APPLICABLE ENVIRONMENTAL LAWS OR ANY MATERIAL ENVIRONMENTAL PERMIT OR (B) ANY
ENVIRONMENTAL PERMIT IS ABOUT TO BE REVIEWED, MADE SUBJECT TO NEW LIMITATIONS OR
CONDITIONS, REVOKED, WITHDRAWN OR TERMINATED.
65
(E)
EXCEPT AS SET FORTH IN SCHEDULE 5.09(E), OR
AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL LIABILITY, NO LOAN
PARTY NOR ANY OTHER SUBSIDIARY HAS CONTRACTUALLY ASSUMED ANY LIABILITY OR
OBLIGATION UNDER OR RELATING TO ANY APPLICABLE ENVIRONMENTAL LAW.
Section 5.10
Taxes.
(a)
Each Loan Party has
timely filed all material federal, provincial, state, municipal, foreign and
other tax returns and reports required to be filed, and have timely paid all
material federal, provincial, state, municipal, foreign and other taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with
GAAP.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 5.10(B), AS
OF THE CLOSING DATE, TO THE KNOWLEDGE OF THE BORROWER, THERE ARE NO (I) MATERIAL
CLAIMS BEING ASSERTED IN WRITING WITH RESPECT TO ANY TAXES, (II) PRESENTLY
EFFECTIVE MATERIAL WAIVERS OR EXTENSIONS OF STATUTES IN WRITING WITH RESPECT TO
ANY TAXES, AND (III) TAX RETURNS ARE BEING EXAMINED BY, AND NO WRITTEN
NOTIFICATION OF INTENTION TO EXAMINE HAS BEEN RECEIVED FROM, THE INTERNAL
REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY, IN EACH CASE, WITH RESPECT TO THE
LOAN PARTIES.
(C)
NEITHER ANY LOAN PARTY NOR ANY OF ITS
SUBSIDIARIES IS PARTY TO ANY TAX SHARING AGREEMENT.
Section 5.11
Compliance with ERISA.
(a)
Except
as set forth in Schedule 5.11(a), each Plan is in material compliance with the
applicable provisions of ERISA, the Code and other federal or state Laws.
(B)
(I) NO ERISA EVENT HAS OCCURRED OR IS
REASONABLY EXPECTED TO OCCUR; (II) NEITHER ANY LOAN PARTY NOR ANY ERISA
AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY (AND NO
EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE UNDER SECTION 4219 OF ERISA,
WOULD RESULT IN SUCH LIABILITY) UNDER SECTION 4201 ET SEQ.