THEIR POSSESSION, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AUDIT
REPORTS AND PHASE I OR PHASE II ENVIRONMENTAL ASSESSMENTS, IF ANY.
(IV)
THERE IS NO CIVIL, CRIMINAL OR ADMINISTRATIVE ACTION, SUIT,
DEMAND, CLAIM, HEARING, NOTICE OF VIOLATION, INVESTIGATION, PROCEEDING, NOTICE
OR DEMAND LETTER EXISTING OR PENDING THAT HAS NOT BEEN RESOLVED WITH NO FURTHER
OBLIGATIONS ON THE PART OF THE SELLERS OR, TO THE SELLER PARTIES' KNOWLEDGE,
THREATENED, RELATING TO THE WHEATLAND FACILITY OR THE SITE PURSUANT TO ANY
ENVIRONMENTAL LAWS OR RELATING HAZARDOUS SUBSTANCES, INCLUDING, WITHOUT
LIMITATION, CLAIMS FOR PERSONAL OR BODILY INJURY WITH RESPECT TO EXPOSURE TO
HAZARDOUS SUBSTANCES.
(V)
THE SELLERS HAVE NOT, AND, TO THE SELLER PARTIES' KNOWLEDGE, NO
OTHER PERSON HAS RELEASED ANY HAZARDOUS SUBSTANCES ON, BENEATH OR ADJACENT TO
THE SITE, EXCEPT FOR RELEASES OF HAZARDOUS SUBSTANCES THAT ARE NOT LIKELY TO
RESULT IN A CLAIM AGAINST THE SELLERS.
TO THE SELLER PARTIES' KNOWLEDGE, THERE
ARE NO HAZARDOUS SUBSTANCES PRESENT ON, BENEATH OR ADJACENT TO THE SITE, EXCEPT
FOR SUCH HAZARDOUS SUBSTANCES THAT ARE NOT LIKELY TO RESULT IN A CLAIM AGAINST
THE SELLERS.
(VI)
TO THE SELLER PARTIES' KNOWLEDGE, NO RELEASE OR RESPONSE ACTION
HAS OCCURRED AT THE SITE THAT COULD REASONABLY BE EXPECTED TO RESULT IN THE
ASSERTION OR CREATION OF AN ENCUMBRANCE ON THE SITE BY ANY GOVERNMENTAL ENTITY
WITH RESPECT THERETO, NOR HAS
24
ANY SUCH ASSERTION OF AN ENCUMBRANCE BEEN MADE BY ANY GOVERNMENTAL ENTITY WITH
RESPECT THERETO.
(VII)
NEITHER OF THE SELLERS HAS ENTERED INTO OR AGREED TO ANY
OUTSTANDING CONSENT DECREE OR ORDER, OR IS SUBJECT TO ANY OUTSTANDING JUDGMENT,
JUDICIAL OR ADMINISTRATIVE DECREE OR JUDICIAL OR ADMINISTRATIVE ORDER RELATING
TO COMPLIANCE WITH ANY ENVIRONMENTAL LAW OR TO RESPONSE ACTIONS TO ADDRESS A
RELEASE OR THREATENED RELEASE OF HAZARDOUS SUBSTANCES UNDER ANY ENVIRONMENTAL
LAW.
(B)
THE SELLER PARTIES HAVE LISTED THE CURRENT ENVIRONMENTAL PERMITS
IN SCHEDULE 5.10(B), AND HAVE MADE AVAILABLE TO THE BUYERS A COMPLETE COPY OF
EACH ENVIRONMENTAL PERMIT.
(C)
SCHEDULE 5.10(C) LISTS ALL EMISSION ALLOWANCES FOR 2005 AND FUTURE
YEARS THAT HAVE BEEN (I) ISSUED OR ALLOCATED BY THE U.S. ENVIRONMENTAL
PROTECTION AGENCY OR THE INDIANA DEPARTMENT OF ENVIRONMENTAL MANAGEMENT
SPECIFICALLY FOR THE WHEATLAND FACILITY OR (II) PURCHASED BY THE SELLERS
SPECIFICALLY FOR THE WHEATLAND FACILITY ON OR BEFORE THE DATE HEREOF.
(D)
THE REPRESENTATIONS AND WARRANTIES MADE IN THIS SECTION 5.10 ARE
THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES RELATING TO
ENVIRONMENTAL LAWS, ENVIRONMENTAL PERMITS OR OTHER ENVIRONMENTAL MATTERS, AND NO
OTHER PROVISION OF THIS AGREEMENT SHALL BE DEEMED TO CONSTITUTE, DIRECTLY OR
INDIRECTLY, A REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH MATTERS.
5.11.
Labor and Employment Matters.
With respect to the business or
operations of the Sellers, except for such matters that would not, individually
or in the aggregate, be reasonably likely to have a Material Adverse Effect:
(a) each of the Seller Parties is in compliance with all applicable Laws
respecting employment and employment practices, terms and conditions of
employment, health and safety, and wages and hours; (b) none of the