OTHER GOVERNMENTAL AUTHORITY, OR QUASI-GOVERNMENTAL AUTHORITY, REGULATING,
RELATING TO, OR IMPOSING LIABILITY OR STANDARDS OF CONDUCT CONCERNING PROTECTION
OF THE ENVIRONMENTAL OR OF HUMAN HEALTH, OR EMPLOYEE HEALTH AND SAFETY AS FROM
TIME TO TIME HAVE BEEN OR ARE NOW IN EFFECT;
(IV)
ENVIRONMENTAL CLAIMS.
NO NOTICE HAS BEEN RECEIVED BY THE COMPANY
OR ANY OF THE SHAREHOLDERS FROM ANY ENTITY, GOVERNMENTAL AGENCY OR INDIVIDUAL
REGARDING ANY EXISTING, PENDING OR THREATENED INVESTIGATION, INQUIRY,
ENFORCEMENT ACTION, LITIGATION, OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY
CLAIM
15
FOR PERSONAL INJURY, INJURY TO PROPERTY, REMEDIAL OBLIGATIONS, RESPONSE COSTS OR
CONTRIBUTION, RELATING TO ANY ENVIRONMENTAL LAW;
(V)
ENFORCEMENT.
THE COMPANY AND, TO THE KNOWLEDGE OF ANY OF THE
SHAREHOLDERS, ANY PREDECESSOR OF THE COMPANY OR OTHER PARTY ACTING ON BEHALF OF
THE COMPANY, HAVE NOT ENTERED INTO OR AGREED TO ANY CONSENT, DECREE, ORDER,
SETTLEMENT OR OTHER AGREEMENT, NOR ARE THEY SUBJECT TO ANY JUDGMENT, DECREE,
ORDER OR OTHER AGREEMENT, IN ANY JUDICIAL, ADMINISTRATIVE, ARBITRAL, OR OTHER
FORUM, RELATING TO COMPLIANCE WITH OR LIABILITY UNDER ANY ENVIRONMENTAL LAW;
(VI)
LIABILITIES.
THE COMPANY HAS NOT ASSUMED OR RETAINED, BY CONTRACT
OR OPERATION OF LAW, ANY LIABILITIES OF ANY KIND, FIXED OR CONTINGENT, KNOWN OR
UNKNOWN, UNDER ANY ENVIRONMENTAL LAW.
(VII)
RENEWALS.
NONE OF THE SHAREHOLDERS KNOW OF ANY REASON THE COMPANY
(OR ITS SUCCESSORS) WOULD NOT BE ABLE TO RENEW WITHOUT MATERIAL EXPENSE ANY OF
THE PERMITS, LICENSES, OR OTHER AUTHORIZATIONS REQUIRED PURSUANT TO
ENVIRONMENTAL LAW TO CONDUCT AND USE ANY OF THE COMPANY'S CURRENT OR PLANNED
OPERATIONS; AND
(VIII)
ASBESTOS AND PCBS.
NO MATERIAL AMOUNTS OF FRIABLE ASBESTOS
CURRENTLY EXIST ON ANY PROPERTY OWNED, LEASED, OPERATED, OR USED BY THE COMPANY,
NOR DO POLYCHLORINATED BIPHENYLS EXIST IN CONCENTRATIONS OF 50 PARTS PER MILLION
OR MORE IN ELECTRICAL EQUIPMENT OWNED OR BEING USED BY THE COMPANY IN ITS
OPERATIONS OR ON ITS PROPERTIES.
(R)
COMPLIANCE WITH OTHER LAWS.
THE COMPANY IS NOT IN VIOLATION OF
OR IN DEFAULT WITH RESPECT TO, OR IN ALLEGED VIOLATION OF OR ALLEGED DEFAULT
WITH RESPECT TO, THE OCCUPATIONAL SAFETY AND HEALTH ACT (29 U.S.C. §§651 ET
SEQ.) AS AMENDED, OR ANY OTHER APPLICABLE LAW OR ANY APPLICABLE RULE,
REGULATION, OR ANY WRIT OR DECREE OF ANY COURT OR ANY GOVERNMENTAL COMMISSION,
BOARD, BUREAU, AGENCY, OR INSTRUMENTALITY, OR DELINQUENT WITH RESPECT TO ANY
REPORT REQUIRED TO BE FILED WITH ANY GOVERNMENTAL COMMISSION, BOARD, BUREAU,
AGENCY OR INSTRUMENTALITY.
(S)
EMPLOYEE PLANS.
THE SHAREHOLDERS HAVE DELIVERED TO BUYER COPIES
OF EACH OF THE EMPLOYEE PLANS (AS DEFINED IN SECTION 2.1(H)(VII) HEREOF) AND ANY
ASSOCIATED TRUST AGREEMENTS, ALL AMENDMENTS THERETO, RESPECTIVE SUMMARY PLAN
DESCRIPTIONS, FORMS 5500 FILED FOR THE MOST RECENT THREE PLAN YEARS, MOST RECENT
REPORTS, AND ALL IRS DETERMINATION LETTERS AND OTHER CORRESPONDENCE FROM
GOVERNMENTAL ENTITIES THAT HAVE BEEN RECEIVED WITH RESPECT TO SUCH EMPLOYEE
PLANS.
EXCEPT AS IDENTIFIED IN SCHEDULE 2.1(H), THE COMPANY DOES NOT CURRENTLY
SPONSOR, MAINTAIN OR CONTRIBUTE TO, AND HAS NOT AT ANY TIME SPONSORED,
MAINTAINED OR CONTRIBUTED TO, ANY EMPLOYEE PLAN THAT IS SUBJECT TO ANY