NOTIFIED
THE INSURANCE CARRIERS OF ANY AND ALL CLAIMS KNOWN WITH RESPECT TO THE
OPERATIONS, PRODUCTS OR SERVICES OF THE COMPANY OR SUBSIDIARY FOR WHICH THE
COMPANY OR SUBSIDIARY ARE INSURED AND NO INSURANCE CARRIER HAS DENIED COVERAGE
OR RESERVED ITS RIGHTS WITH RESPECT TO SUCH CLAIMS. THE COMPANY AND SUBSIDIARY
HAVE NOT BEEN REFUSED ANY INSURANCE COVERAGE BY ANY INSURANCE CARRIER TO WHICH
THEY, INDIVIDUALLY OR COLLECTIVELY, HAVE APPLIED FOR INSURANCE DURING THE PAST
THREE (3) YEARS.
3.23.
BROKERS. EXCEPT FOR THE ENGAGEMENT OF TRUDEAU & TRUDEAU ASSOCIATES,
INC. BY THE SELLER, NEITHER THE COMPANY, SUBSIDIARY, THE SELLER NOR THE
AFFILIATE HAS EMPLOYED OR ENGAGED ANY BROKER, FINDER, AGENT, BANKER OR THIRD
PARTY, NOR HAVE THEY OTHERWISE DEALT WITH ANYONE PURPORTING TO ACT IN THE
CAPACITY OF A FINDER OR BROKER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY. NO COMMISSIONS, FINDER'S FEES OR LIKE CHARGES HAVE BEEN OR WILL BE
INCURRED BY THE COMPANY OR THE SUBSIDIARY OR AFFILIATE IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY. ANY SUCH COMMISSIONS, FINDERS' FEES OR LIKE CHARGES SHALL
BE DIRECTLY CHARGEABLE TO AND WILL BE PAID BY THE SELLER AS CONTEMPLATED BY THE
TERMS OF THIS AGREEMENT.
3.24.
ENVIRONMENTAL MATTERS. EXCEPT AS MAY BE SET FORTH IN SCHEDULE 3.24
AND AS SET FORTH IN THE INFORMATION CONTAINED IN THE SITE SURVEYS AND THE
ENVIRONMENTAL REPORTS LISTED IN SCHEDULE 3.24, COPIES OF WHICH HAVE BEEN
PROVIDED TO THE PURCHASER, AND EXCEPT AS WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT: (I) THE COMPANY, SUBSIDIARY AND AFFILIATE HAVE TRANSPORTED, SORTED,
AND/OR DISPOSED OF HAZARDOUS MATERIALS HANDLED BY THE COMPANY, SUBSIDIARY AND
AFFILIATE IN A MANNER THAT IS REASONABLY NECESSARY FOR THE CONDUCT OF THE
BUSINESS AND IN MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS, (II) TO THE
SELLER'S KNOWLEDGE, THE REAL ESTATE, DURING ITS USE BY THE COMPANY, SUBSIDIARY,
OR AFFILIATE HAS NOT BEEN USED, AS A LANDFILL, DUMP OR OTHER DISPOSAL, STORAGE,
TRANSFER, TREATING OR HANDLING AREA FOR ANY HAZARDOUS MATERIALS, EXCEPT FOR SUCH
STORAGE OR HANDLING OF HAZARDOUS MATERIALS AS IS REASONABLY NECESSARY FOR THE
CONDUCT OF THE BUSINESS AND IN MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS,
(III) TO THE SELLER'S KNOWLEDGE, NO ASBESTOS, POLYCHLORINATED BIPHENYLS, OR UREA
FORMALDEHYDE HAS BEEN PLACED, STORED, LOCATED, OR DISPOSED ON THE REAL ESTATE,
AND (IV) THE COMPANY, SUBSIDIARY AND AFFILIATE HAVE NOT AGREED TO ASSUME AND, TO
THE SELLER'S KNOWLEDGE, HAVE NOT ASSUMED BY OPERATION OF LAW, ANY ENVIRONMENTAL
LIABILITY OF ANY OTHER PERSON, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL
LIABILITIES UNDER CERCLA OR SARA. EXCEPT AS MAY BE SET FORTH IN SCHEDULE 3.24
HERETO, THE REAL ESTATE IS NOT LISTED ON THE NATIONAL PRIORITIES LIST, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY INFORMATION
SYSTEM, THE RESOURCE CONSERVATION AND RECOVERY INFORMATION SYSTEM OR ANY OTHER
GOVERNMENTAL LIST OF POTENTIALLY CONTAMINATED PROPERTIES.
3.25.
DEBT. SCHEDULE 3.25 IS A TRUE, CORRECT AND COMPLETE LIST OF ALL
MORTGAGES, INDENTURES, NOTES, GUARANTEES AND OTHER OBLIGATIONS FOR OR RELATING
TO BORROWED MONEY, OR