THAT WOULD HAVE THE EFFECT OF DEFERRING
ANY MATERIAL TAX LIABILITY FOR THE COMPANY OR ANY OF ITS SUBSIDIARIES FROM ANY
TAXABLE PERIOD ENDING ON OR BEFORE THE CLOSING TO ANY TAXABLE PERIOD ENDING
AFTER THE CLOSING.
(L)
THE COMPANY AND ITS SUBSIDIARIES
RETAIN ALL TAX, ACCOUNTING AND CORPORATE RECORDS REQUIRED BY LAW TO SUPPORT ANY
TAX OR ACCOUNTING POSITION, FILING OR CLAIM THAT HAS BEEN MADE BY THE COMPANY
AND ITS SUBSIDIARIES WITH RESPECT TO TAXES IMPOSED BY MEXICO WITHIN THE
STATUTORY PERIOD PROVIDED BY MEXICAN TAX LAWS.
SECTION 4.17
ENVIRONMENTAL MATTERS (A)
TO THE COMPANY'S
KNOWLEDGE, THE COMPANY AND ITS SUBSIDIARIES ARE IN MATERIAL COMPLIANCE WITH
APPLICABLE ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS, AND ALL ENVIRONMENTAL
PERMITS REQUIRED UNDER ANY ENVIRONMENTAL LAW HAVE BEEN OBTAINED, HAVE NOT
EXPIRED AND THE COMPANY HAS NOT RECEIVED ANY WRITTEN NOTICE REGARDING THE
REVOCATION, TERMINATION, CANCELLATION, SUSPENSION OR AMENDMENT OF ANY
ENVIRONMENTAL PERMIT OR ALLEGING THE COMPANY IS NOT IN MATERIAL COMPLIANCE WITH
ANY ENVIRONMENTAL PERMIT.
(B)
THERE ARE NO PENDING OR, TO THE
COMPANY'S KNOWLEDGE, THREATENED MATERIAL ENVIRONMENTAL CLAIMS THAT HAVE BEEN
ASSERTED AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(C)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS SECTION 4.17 ARE THE ONLY REPRESENTATIONS AND WARRANTIES BEING
MADE WITH RESPECT TO COMPLIANCE WITH OR LIABILITY UNDER ENVIRONMENTAL LAWS OR
WITH RESPECT TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTER, INCLUDING NATURAL
RESOURCES, RELATED TO THE COMPANY OR ITS SUBSIDIARIES.
(D)
FOR PURPOSES OF THIS AGREEMENT:
(I)
"ENVIRONMENTAL CLAIM" MEANS ANY AND ALL ACTIONS,
LIENS, WRITTEN NOTICES, WRITTEN COMPLAINTS, OR DOCKETED LEGAL PROCEEDINGS,
WHETHER CRIMINAL, ADMINISTRATIVE OR CIVIL, AGAINST THE COMPANY OR ITS
SUBSIDIARIES BASED UPON, ALLEGING, ASSERTING, OR CLAIMING ANY ACTUAL OR
POTENTIAL (A) VIOLATION OF ANY ENVIRONMENTAL LAW, (B) VIOLATION OF ANY
ENVIRONMENTAL PERMIT OR (C) LIABILITY UNDER ANY ENVIRONMENTAL LAW FOR SOIL OR
GROUNDWATER CONTAMINATION AND/OR REMEDIATION, INVESTIGATORY COSTS, CLEANUP
COSTS, REMOVAL COSTS, REMEDIAL COSTS, RESPONSE COSTS, NATURAL RESOURCE DAMAGES,
PROPERTY DAMAGE, PERSONAL INJURY, FINES, OR PENALTIES ARISING OUT OF, BASED ON,
RESULTING FROM, OR RELATED TO THE PRESENCE, RELEASE, OR THREATENED RELEASE INTO
THE ENVIRONMENT, OF ANY HAZARDOUS MATERIAL, WASTE, SUBSTANCE OR CONTAMINANT, OR
ANY COMPONENTS THEREOF.
(II)
"ENVIRONMENTAL LAWS" MEANS ANY LAWS OF ANY
GOVERNMENTAL AUTHORITY IN EFFECT AS OF THE DATE HEREOF RELATING TO POLLUTION OR
PROTECTION OF THE ENVIRONMENT.
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
35
(III)
"ENVIRONMENTAL PERMITS" MEANS ALL PERMITS
REQUIRED UNDER ANY APPLICABLE ENVIRONMENTAL LAW TO OPERATE THE COMPANY OR ANY OF
ITS SUBSIDIARIES.
SECTION 4.18
MATERIAL CONTRACTS (A)
SCHEDULE 4.18 OF THE
DISCLOSURE SCHEDULES LISTS EACH OF THE FOLLOWING CONTRACTS AND ALL AMENDMENTS,
MODIFICATIONS AND SUPPLEMENTS THERETO TO WHICH THE COMPANY AND ITS SUBSIDIARIES
ARE A PARTY OR BY WHICH ANY OF THEIR RESPECTIVE PROPERTIES