ANY UNION OR SIMILAR ASSOCIATION IN WHICH ANY PRESENT
OR FORMER EMPLOYEE IS OR HAS BEEN A MEMBER.
(B)
NO PRESENT EMPLOYEE OF THE COMPANY OR THE
SUBSIDIARY HAS AS PER THE CLOSING DATE GIVEN OR RECEIVED NOTICE TERMINATING
HIS/HER EMPLOYMENT, EXCEPT AS SET FORTH IN SCHEDULE 2.21.
NEITHER THE COMPANY
NOR THE SUBSIDIARY HAS GIVEN NOTICE OF ANY REDUNDANCIES TO ANY EMPLOYEE OR
STARTED CONSULTATIONS WITH ANY TRADE UNION PURSUANT TO ANY STATUTE OR
REGULATION.
(C)
THE COMPANY AND THE SUBSIDIARY HAS
FULFILLED ITS RESPECTIVE OBLIGATIONS UNDER APPLICABLE LAWS, REGULATION AND
COLLECTIVE BARGAINING AGREEMENTS WITH REGARD TO ANY OBLIGATIONS TO NEGOTIATE
WITH THE UNIONS.
2.22.
ENVIRONMENTAL MATTERS.
THE USE OF THE COMPANY'S AND
THE SUBSIDIARY'S PREMISES AND THE OCCUPANCY THEREOF, AND THE OWNERSHIP AND USE
OF THE COMPANY'S AND THE SUBSIDIARY'S ASSETS AND OPERATION THEREOF, AND THE
CONDUCT OF THE COMPANY'S AND THE SUBSIDIARY'S OPERATIONS AND BUSINESS, ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE FOREIGN, FEDERAL, STATE
AND LOCAL LAWS, ORDINANCES, REGULATIONS, STANDARDS AND REQUIREMENTS RELATING TO
POLLUTION, ENVIRONMENTAL PROTECTION, HAZARDOUS SUBSTANCES AND RELATED
14
MATTERS.
TO THE KNOWLEDGE OF THE SELLER, THERE IS NO LIABILITY ATTACHING TO THE
COMPANY OR ANY SUBSIDIARY OR, TO THE KNOWLEDGE OF THE SELLER AND THE COMPANY,
SUCH PREMISES, OR THE ASSETS OR THE OWNERSHIP OR OPERATION THEREOF AS A RESULT
OF ANY HAZARDOUS SUBSTANCE THAT MAY HAVE BEEN DISCHARGED ON OR RELEASED FROM
SUCH PREMISES, OR DISPOSED OF ON-SITE OR OFF-SITE, OR ANY OTHER CIRCUMSTANCE
OCCURRING PRIOR TO THE CLOSING OR EXISTING AS OF THE CLOSING.
FOR PURPOSES OF
THIS SECTION, "HAZARDOUS SUBSTANCE" SHALL MEAN OIL OR ANY OTHER SUBSTANCE WHICH
IS INCLUDED WITHIN THE DEFINITION OF A "HAZARDOUS SUBSTANCE", "POLLUTANT",
"TOXIC SUBSTANCE", "TOXIC WASTE", "HAZARDOUS WASTE", "CONTAMINANT" OR OTHER
WORDS OF SIMILAR IMPORT IN ANY FOREIGN, FEDERAL, STATE OR LOCAL ENVIRONMENTAL
LAW, ORDINANCE OR REGULATION.
2.23.
INSURANCE.
THE COMPANY AND THE SUBSIDIARY MAINTAIN
AND/OR HAVE REASONABLE AND ADEQUATE INSURANCE COVERAGE OF A TYPE AND AMOUNT
CUSTOMARILY CARRIED BY COMPANIES IN THE SAME INDUSTRY AS THE COMPANY AND THE
SUBSIDIARY.
ALL PREMIUMS DUE ON THE INSURANCE POLICIES OR RENEWALS THEREOF HAVE
BEEN PAID AND SUCH POLICIES WILL BE IN FULL FORCE AND EFFECT UNTIL THE CLOSING.
NOTHING HAS BEEN DONE OR OMITTED TO BE DONE BY THE SELLER, THE COMPANY OR THE
SUBSIDIARY WHICH MAKES ANY POLICY OF INSURANCE IN RESPECT OF THE COMPANY OR THE
SUBSIDIARY OR ITS BUSINESS OR ASSETS VOID OR VOIDABLE OR WHICH WOULD PERMIT AN
INSURER TO CANCEL THE POLICY OR REFUSE TO ACCEPT A CLAIM.
2.24.
AFFILIATE TRANSACTIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.24, (A) NEITHER THE COMPANY NOR THE SUBSIDIARY IS A PARTY TO ANY
CONTRACT OR ARRANGEMENT WITH, OR INDEBTED, EITHER DIRECTLY OR INDIRECTLY, TO ANY
OF ITS OFFICERS, DIRECTORS, MANAGERS, OR THEIR RESPECTIVE RELATIVES OR
AFFILIATES, AND (B) TO THE SELLER'S KNOWLEDGE, NONE OF SUCH PERSONS IS INDEBTED
TO THE COMPANY OR THE SUBSIDIARY OR HAS ANY DIRECT OR INDIRECT OWNERSHIP
INTEREST IN, OR ANY CONTRACTUAL OR BUSINESS