OR WHICH MAY
RESULT IN LIABILITY UNDER, ANY ENVIRONMENTAL LAW (AS DEFINED BELOW), INCLUDING,
WITHOUT LIMITATION, ANY ASBESTOS, POLYCHLORINATED BIPHENYLS, RADIOACTIVE
SUBSTANCE, METHANE, VOLATILE HYDROCARBONS, INDUSTRIAL SOLVENTS, OIL OR PETROLEUM
OR CHEMICAL LIQUIDS OR SOLIDS, LIQUID OR GASEOUS PRODUCTS, OR ANY OTHER MATERIAL
OR SUBSTANCE ("HAZARDOUS SUBSTANCE") WHICH HAS CAUSED OR WOULD REASONABLY BE
EXPECTED TO CAUSE OR CONSTITUTE A THREAT TO HUMAN HEALTH OR SAFETY, OR AN
ENVIRONMENTAL HAZARD IN VIOLATION OF ENVIRONMENTAL LAW OR TO RESULT IN ANY
ENVIRONMENTAL LIABILITIES.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
CAUSED OR SUFFERED TO OCCUR ANY RELEASE, SPILL, MIGRATION, LEAKAGE, DISCHARGE,
DISPOSAL, UNCONTROLLED LOSS, SEEPAGE, OR FILTRATION OF HAZARDOUS SUBSTANCES THAT
WOULD REASONABLY BE EXPECTED TO RESULT IN ENVIRONMENTAL LIABILITIES.
THE
COMPANY AND EACH SUBSIDIARY HAS GENERATED, TREATED, STORED AND DISPOSED OF ANY
HAZARDOUS SUBSTANCES IN COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS.
THE
COMPANY AND EACH SUBSIDIARY HAS OBTAINED, OR HAS APPLIED FOR, AND IS IN
COMPLIANCE WITH AND IN GOOD STANDING UNDER ALL PERMITS REQUIRED UNDER
ENVIRONMENTAL AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY
KNOWLEDGE OF ANY PROCEEDINGS TO SUBSTANTIALLY MODIFY OR TO REVOKE ANY SUCH
PERMIT.
THERE ARE NO INVESTIGATIONS, PROCEEDINGS OR LITIGATION PENDING OR, TO
THE COMPANY'S KNOWLEDGE, THREATENED AGAINST THE COMPANY, ANY OF ITS SUBSIDIARIES
OR ANY OF THE COMPANY'S OR ITS SUBSIDIARIES' FACILITIES RELATING TO
ENVIRONMENTAL LAWS OR HAZARDOUS SUBSTANCES.
"ENVIRONMENTAL LAWS" SHALL MEAN ALL
FEDERAL, NATIONAL, STATE, REGIONAL AND LOCAL LAWS, STATUTES, ORDINANCES AND
REGULATIONS, IN EACH CASE AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY
10
judicial or administrative interpretation thereof, including orders, consent
decrees or judgments relating to the regulation and protection of human health,
safety, the environment and natural resources.
(21)
INTELLECTUAL PROPERTY RIGHTS AND LICENSES.
THE
COMPANY AND ITS SUBSIDIARIES OWN OR HAVE THE RIGHT TO USE ANY AND ALL
INFORMATION, KNOW-HOW, TRADE SECRETS, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE
NAMES, SOFTWARE, FORMULAE, METHODS, PROCESSES AND OTHER INTANGIBLE PROPERTIES
THAT ARE OF A SUCH NATURE AND SIGNIFICANCE TO THE BUSINESS THAT THE FAILURE TO
OWN OR HAVE THE RIGHT TO USE SUCH ITEMS WOULD ADVERSELY AFFECT THE BUSINESS NOW
CONDUCTED OR PROPOSED TO BE CONDUCTED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
("INTANGIBLE RIGHTS").
THE COMPANY (INCLUDING ITS SUBSIDIARIES) HAS NOT
RECEIVED ANY NOTICE THAT IT IS IN CONFLICT WITH OR INFRINGING UPON THE ASSERTED
INTELLECTUAL PROPERTY RIGHTS OF OTHERS IN CONNECTION WITH THE INTANGIBLE RIGHTS,
AND, TO THE COMPANY'S KNOWLEDGE, NEITHER THE USE OF THE INTANGIBLE RIGHTS NOR
THE OPERATION OF THE COMPANY'S BUSINESSES IS INFRINGING OR HAS INFRINGED UPON
ANY INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
ALL PAYMENTS HAVE BEEN DULY MADE
THAT ARE NECESSARY TO MAINTAIN THE INTANGIBLE RIGHTS IN FORCE.
NO CLAIMS HAVE
BEEN MADE, AND TO THE COMPANY'S KNOWLEDGE, NO CLAIMS ARE THREATENED, THAT
CHALLENGE THE VALIDITY OR SCOPE OF ANY INTANGIBLE RIGHT OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE TAKEN
REASONABLE STEPS TO OBTAIN AND MAINTAIN IN FORCE ALL LICENSES