(VII)
SOLD, ASSIGNED OR TRANSFERRED ANY PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS,
TRADE SECRETS OR OTHER INTANGIBLE ASSETS, (VIII) SUFFERED ANY MATERIAL LOSSES OF
PROPERTY, OR WAIVED ANY RIGHTS OF SUBSTANTIAL VALUE, (IX) SUFFERED ANY EVENT OR
CONDITION THAT HAS HAD A MATERIAL ADVERSE EFFECT, (X) EXPENDED ANY MATERIAL
AMOUNT ON OR GRANTED ANY BONUSES OR EXTRAORDINARY SALARY INCREASES, (XI) ENTERED
INTO ANY TRANSACTION INVOLVING CONSIDERATION IN EXCESS OF $50,000, OR (XII)
ENTERED INTO ANY AGREEMENT OR TRANSACTION, OR AMENDED OR TERMINATED ANY
AGREEMENT, WITH AN AFFILIATE (INCLUDING ANY LOAN TO OR INVESTMENT IN ANY P.D.
HOLDINGS GROUP MEMBER OR ANY MEMBER OF PUMPKIN GROUP).
TO THE KNOWLEDGE OF THE
COMPANY, NO EVENT OR CONDITION IS THREATENED OR REASONABLY LIKELY TO OCCUR WHICH
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
5.15
ENVIRONMENTAL MATTERS.
EXCEPT AS DESCRIBED ON
SCHEDULE 5.15:
(A)
THE PROPERTIES OWNED, LEASED OR OPERATED BY THE COMPANY AND
ITS SUBSIDIARIES NOW OR IN THE PAST DO NOT CONTAIN, AND TO THEIR KNOWLEDGE HAVE
NOT PREVIOUSLY CONTAINED, ANY HAZARDOUS MATERIALS IN AMOUNTS OR CONCENTRATIONS
WHICH:
(I) CONSTITUTE OR CONSTITUTED A MATERIAL VIOLATION OF APPLICABLE
ENVIRONMENTAL LAWS, OR (II) COULD REASONABLY BE EXPECTED TO GIVE RISE TO
MATERIAL LIABILITY UNDER APPLICABLE ENVIRONMENTAL LAWS;
(B)
THE COMPANY, ITS SUBSIDIARIES AND THEIR PROPERTIES AND ALL
OPERATIONS CONDUCTED IN CONNECTION THEREWITH ARE IN MATERIAL COMPLIANCE, AND
HAVE BEEN IN MATERIAL COMPLIANCE, WITH ALL APPLICABLE ENVIRONMENTAL LAWS, AND TO
COMPANY'S KNOWLEDGE THERE IS NO CONTAMINATION AT, UNDER OR ABOUT SUCH PROPERTIES
OR SUCH OPERATIONS WHICH INTERFERES WITH THE CONTINUED OPERATION OF SUCH
PROPERTIES OR MATERIALLY IMPAIRS THE FAIR SALEABLE VALUE THEREOF;
(C)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED
ANY WRITTEN NOTICE OF VIOLATION, ALLEGED VIOLATION, NON-COMPLIANCE, LIABILITY OR
POTENTIAL LIABILITY REGARDING HAZARDOUS MATERIALS, OR NON-COMPLIANCE WITH
ENVIRONMENTAL LAWS, NOR DOES THE COMPANY OR ANY SUBSIDIARY HAVE KNOWLEDGE OF OR
REASON TO BELIEVE THAT ANY SUCH NOTICE WILL BE RECEIVED OR IS BEING THREATENED;
(D)
HAZARDOUS MATERIALS HAVE NOT BEEN DISPOSED AT, OR TRANSPORTED
FROM THE PROPERTIES NOW OR PREVIOUSLY OWNED, LEASED OR OPERATED BY THE COMPANY
OR ITS SUBSIDIARIES IN ANY MANNER WHICH, TO THEIR KNOWLEDGE, WOULD GIVE RISE TO
MATERIAL LIABILITY UNDER ENVIRONMENTAL LAWS, NOR HAVE ANY HAZARDOUS MATERIALS
BEEN GENERATED, TREATED, STORED, OR DISPOSED OF AT, ON OR UNDER ANY OF SUCH
PROPERTIES IN VIOLATION OF, OR IN A MANNER THAT WOULD GIVE RISE TO MATERIAL
LIABILITY UNDER, ANY APPLICABLE ENVIRONMENTAL LAWS;
(E)
NO JUDICIAL PROCEEDINGS OR GOVERNMENTAL OR
ADMINISTRATIVE ACTION IS PENDING, OR, TO THE KNOWLEDGE OF COMPANY, THREATENED,
UNDER ANY ENVIRONMENTAL LAW TO WHICH THE COMPANY OR ANY SUBSIDIARY IS OR WILL BE
NAMED AS A PARTY, NOR ARE THERE ANY CONSENT DECREES OR OTHER DECREES, CONSENT
ORDERS, ADMINISTRATIVE ORDERS OR OTHER ORDERS OUTSTANDING UNDER ANY
ENVIRONMENTAL LAW WITH RESPECT TO THE COMPANY OR ANY SUBSIDIARY, THEIR BUSINESS
OPERATIONS OR ANY OF THEIR REAL PROPERTY; AND
26
(F)
THERE HAS BEEN NO RELEASE, OR TO THE BEST OF THE COMPANY'S
KNOWLEDGE, THREAT