OR LOCAL LAWS, RULES OR REGULATIONS
("ENVIRONMENTAL LAW"), (II) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A
PARTY TO ANY AGREEMENT CONCERNING, NOR HAVE SUCH ENTITIES RECEIVED ANY NOTICE,
DEMAND, REQUEST FOR INFORMATION, SUMMONS OR ORDER FROM ANY PERSON RELATING TO,
ACTUAL OR POTENTIAL LIABILITY UNDER ANY ENVIRONMENTAL LAW OR THE PRESENCE OR
RELEASE OF ANY HAZARDOUS MATERIALS, AND (III) NO UNDERGROUND STORAGE TANKS AND
NO AMOUNT OF ANY SUBSTANCE THAT HAS BEEN DESIGNATED BY ANY GOVERNMENTAL ENTITY
OR BY APPLICABLE FEDERAL, STATE OR LOCAL LAW OR REGULATION TO BE RADIOACTIVE,
TOXIC, HAZARDOUS OR OTHERWISE A DANGER TO HEALTH OR THE ENVIRONMENT OR THAT
COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES UNDER ANY APPLICABLE ENVIRONMENTAL LAW, INCLUDING PCBS, ASBESTOS,
PETROLEUM, TOXIC MOLD, UREA-FORMALDEHYDE AND ALL SUBSTANCES LISTED AS HAZARDOUS
SUBSTANCES PURSUANT TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION,
AND LIABILITY ACT OF 1980, AS AMENDED, OR DEFINED AS A HAZARDOUS WASTE PURSUANT
TO THE UNITED STATES RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED,
AND THE REGULATIONS PROMULGATED PURSUANT TO SAID LAWS, BUT EXCLUDING OFFICE AND
JANITORIAL SUPPLIES ("HAZARDOUS MATERIALS"), ARE PRESENT AS A RESULT OF THE
ACTIONS OR OMISSIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY AFFILIATE
OF THE COMPANY, OR, TO THE KNOWLEDGE OF THE SELLER, ANY OTHER PERSON, IN, ON OR
UNDER ANY REAL PROPERTY CURRENTLY OR PREVIOUSLY OWNED, LEASED OR OPERATED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES (INCLUDING THE PROPERTY THAT IS LEASED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES AS OF THE CLOSE OF BUSINESS ON THE DATE
HEREOF), INCLUDING THE LAND AND THE IMPROVEMENTS, GROUND WATER AND SURFACE WATER
THEREOF, IN VIOLATION OF ANY ENVIRONMENTAL LAW.
(B)
HAZARDOUS MATERIALS ACTIVITIES.
EXCEPT AS
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS TRANSPORTED, STORED, USED, MANUFACTURED, DISPOSED OF OR
ARRANGED FOR THE DISPOSAL OF, RELEASED, REMOVED OR EXPOSED ITS EMPLOYEES OR
OTHERS TO HAZARDOUS MATERIALS OR MANUFACTURED ANY PRODUCT CONTAINING ANY
HAZARDOUS MATERIAL IN VIOLATION OF ANY ENVIRONMENTAL LAW.
(C)
ENVIRONMENTAL REPORTS.
SELLER HAS MADE
AVAILABLE TO PURCHASER COPIES OF ALL STUDIES, AUDITS, ASSESSMENTS OR
INVESTIGATIONS CONCERNING COMPLIANCE WITH, OR LIABILITY OR OBLIGATIONS UNDER,
ENVIRONMENTAL LAWS AFFECTING THE COMPANY OR ANY OF ITS SUBSIDIARIES WITH RESPECT
TO REAL PROPERTY CURRENTLY OWNED OR LEASED BY THE COMPANY OR ITS SUBSIDIARIES
AND THAT ARE IN THE POSSESSION OR CONTROL OF SELLER OR THE COMPANY.
19
2.13
Contracts.
(A)
MATERIAL CONTRACTS.
FOR PURPOSES OF THIS
AGREEMENT, "COMPANY MATERIAL CONTRACT" SHALL MEAN:
(I)
ANY EMPLOYMENT OR CONSULTING CONTRACT WITH ANY
EXECUTIVE OFFICER OR OTHER EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY, INVOLVING
AN ANNUAL SALARY IN EXCESS OF ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000);
(II)
ANY CONTRACT (A) CONTAINING ANY COVENANT LIMITING IN
ANY MATERIAL RESPECT THE RIGHT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
ENGAGE IN ANY LINE OF