(I) ANY UNDERGROUND STORAGE TANKS; (II) ANY LANDFILLS, DUMPS, OR
SURFACE IMPOUNDMENTS; (III) ANY REMEDIAL ACTION; AND (IV) ANY
ASBESTOS-CONTAINING MATERIALS.
(H)
SIRIUS HAS NOT RECEIVED ANY NOTICE THAT IT IS POTENTIALLY
RESPONSIBLE FOR A FEDERAL, PROVINCIAL, MUNICIPAL, LOCAL OR OTHER CLEAN-UP SITE
OR OTHER CORRECTIVE ACTION UNDER ANY ENVIRONMENTAL LAWS. SIRIUS HAS NOT RECEIVED
ANY REQUEST FOR INFORMATION IN CONNECTION WITH AN INQUIRY FROM ANY GOVERNMENTAL
BODY WITH RESPECT TO ITS USE OF ANY DISPOSAL SITES.
(I)
NO JUDICIAL OR ADMINISTRATIVE PROCEEDINGS ARE PENDING OR, TO THE
KNOWLEDGE OF SELLERS, THREATENED AGAINST SIRIUS ALLEGING THE VIOLATION OF OR
SEEKING TO IMPOSE LIABILITY PURSUANT TO ANY ENVIRONMENTAL LAW AND THERE ARE NO
INVESTIGATIONS PENDING OR, TO THE KNOWLEDGE OF SELLERS, THREATENED AGAINST
SIRIUS UNDER ANY ENVIRONMENTAL LAW
(J)
SELLERS HAVE MADE AVAILABLE TO BUYER TRUE AND COMPLETE COPIES OF
ALL ENVIRONMENTAL AND HEALTH AND SAFETY RELATED AUDITS, EVALUATIONS,
INVESTIGATIONS ASSESSMENTS, STUDIES, SAMPLING OR SIMILAR REPORTS, OR TESTS IN
SIRIUS' CUSTODY OR CONTROL RELATING TO SIRIUS OR ANY OF ITS CURRENTLY OR
FORMERLY OWNED OR LEASED PROPERTIES, FACILITIES, VESSELS OR OTHER ASSETS.
(K)
SIRIUS HAS TIMELY MADE ALL FILINGS AND TIMELY SUBMITTED ALL
REPORTS REQUIRED UNDER ANY ENVIRONMENTAL LAWS.
(L)
EXCEPT AS SET FORTH IN SCHEDULE 4.22(L), NO HAZARDOUS MATERIAL IS
REQUIRED TO BE REMOVED, ENCAPSULATED OR ABATED, AND NO REMEDIAL ACTION IS
OTHERWISE REQUIRED UNDER ANY ENVIRONMENTAL LAWS, WITH RESPECT TO ANY CURRENTLY
AND TO THE KNOWLEDGE OF SELLERS, FORMERLY OWNED OR LEASED PROPERTY, VESSEL,
FACILITY OR OTHER ASSET OF SIRIUS. EXCEPT AS SET FORTH IN SCHEDULE 4.22(L),
SIRIUS HAS NO LIABILITY FOR THE EXPOSURE OF EMPLOYEES OR THIRD PARTIES TO
HAZARDOUS MATERIALS.
(M)
EXCEPT AS SET FORTH IN SCHEDULE 4.22(M), SIRIUS IS NOT REQUIRED
UNDER ANY ENVIRONMENTAL LAWS BY VIRTUE OF THE TRANSACTIONS SET FORTH HEREIN AND
CONTEMPLATED HEREBY, OR AS A CONDITION TO THE EFFECTIVENESS OF ANY TRANSACTIONS
CONTEMPLATED HEREBY, (I) TO PERFORM A SITE ASSESSMENT OF HAZARDOUS MATERIALS,
(II) TO REMOVE OR REMEDIATE ANY HAZARDOUS MATERIALS, (III) TO GIVE NOTICE TO OR
RECEIVE APPROVAL FROM ANY GOVERNMENTAL BODY (OTHER THAN AS NECESSARY TO
TRANSFER, OR TO ALLOW BUYER TO OPERATE UNDER, ENVIRONMENTAL PERMITS REQUIRED
UNDER
30
Environmental Laws), or (iv) to record or deliver to any person or entity (other
than Buyer) any disclosure document or statement pertaining to environmental
matters.
SECTION 4.23
INSURANCE.
SCHEDULE 4.23 SETS FORTH A LIST OF ALL
INSURANCE POLICIES
OF SIRIUS OR RELATING TO ITS ASSETS OR THE CONDUCT OF ITS
BUSINESS (COLLECTIVELY, THE "INSURANCE POLICIES").
THE INSURANCE POLICIES (I)
ARE VALID, OUTSTANDING AND ENFORCEABLE, (II) ARE ISSUED BY INSURERS THAT ARE
FINANCIALLY SOUND AND REPUTABLE, (III) TAKEN TOGETHER, PROVIDE ADEQUATE
INSURANCE COVERAGE FOR THE ASSETS AND THE OPERATION OF THE BUSINESS OF SIRIUS,
(IV) ARE SUFFICIENT FOR COMPLIANCE WITH ALL LAWS AND CONTRACTS TO WHICH SIRIUS
IS A PARTY OR BY WHICH IT IS BOUND, AND (V) EXCEPT AS SET FORTH IN SCHEDULE
4.23, DO NOT PROVIDE FOR ANY RETROSPECTIVE PREMIUM ADJUSTMENT OR OTHER
EXPERIENCE-BASED LIABILITY ON THE PART OF