ANY PURPOSE OR MADE ANY FALSE ENTRIES ON THE BOOKS AND RECORDS OF
THE COMPANY OR ANY OF THE COMPANY'S SUBSIDIARIES FOR ANY REASON, (C) MADE OR
AGREED TO MAKE ANY CONTRIBUTION, OR REIMBURSED ANY POLITICAL GIFT OR
CONTRIBUTION MADE BY ANY OTHER PERSON, TO ANY CANDIDATE FOR FEDERAL, STATE,
LOCAL OR FOREIGN PUBLIC OFFICE OR (D) PAID OR DELIVERED ANY FEE, COMMISSION OR
ANY OTHER SUM OF MONEY OR ITEM OF PROPERTY, HOWEVER CHARACTERIZED, TO ANY
FINDER, AGENT, GOVERNMENT OFFICIAL OR OTHER PARTY, IN THE UNITED STATES OR ANY
OTHER COUNTRY, WHICH IN ANY MANNER RELATES TO THE ASSETS, BUSINESS OR OPERATIONS
OF THE COMPANY.
2.21.
Environmental and Safety Matters.
Except as set forth on
Schedule 2.21:
(A)
THE COMPANY AND EACH OF THE COMPANY'S SUBSIDIARIES HAVE SINCE JULY 1, 2005
COMPLIED WITH AND IS CURRENTLY IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL
AND SAFETY REQUIREMENTS.
NEITHER THE COMPANY OR ANY OF THE COMPANY'S
SUBSIDIARIES HAS RECEIVED ANY ORAL OR WRITTEN NOTICE, REPORT OR INFORMATION
SINCE JULY 1, 2005 REGARDING ANY VIOLATIONS OF OR ANY LIABILITIES OR CORRECTIVE,
INVESTIGATORY OR REMEDIAL OBLIGATIONS ARISING UNDER ENVIRONMENTAL AND SAFETY
REQUIREMENTS WHICH RELATE TO THE COMPANY, ANY OF THE COMPANY'S SUBSIDIARIES, OR
ANY OF ITS PROPERTIES OR FACILITIES THAT HAS NOT BEEN RESOLVED.
EACH OF THE
COMPANY'S AND ALL OF THE COMPANY'S SUBSIDIARIES HAS OBTAINED AND COMPLIED WITH,
AND IS CURRENTLY IN COMPLIANCE WITH, ALL PERMITS, LICENSES AND OTHER
AUTHORIZATIONS THAT MAY BE REQUIRED PURSUANT TO ANY ENVIRONMENTAL
25
AND SAFETY REQUIREMENTS FOR THE OCCUPANCY OF ITS PROPERTIES OR FACILITIES OR THE
OPERATION OF ITS BUSINESS.
(B)
TO THE KNOWLEDGE OF SELLER, NONE OF THE FOLLOWING EXISTS AT ANY PROPERTY
OR FACILITY CURRENTLY OWNED, OCCUPIED OR OPERATED BY THE COMPANY OR ANY OF THE
COMPANY'S SUBSIDIARIES:
(I)
UNDERGROUND STORAGE TANKS;
(II)
ASBESTOS-CONTAINING MATERIALS IN ANY FORM OR CONDITION;
(III)
MATERIALS OR EQUIPMENT CONTAINING POLYCHLORINATED BIPHENYLS; OR
(IV)
LANDFILLS, SURFACE IMPOUNDMENTS OR OTHER DISPOSAL AREAS.
(C)
NEITHER THE COMPANY NOR ANY OF THE COMPANY'S SUBSIDIARIES HAS TREATED,
STORED, DISPOSED OF, ARRANGED FOR OR PERMITTED THE DISPOSAL OF, TRANSPORTED,
HANDLED, EXPOSED PERSONS TO OR RELEASED ANY POLLUTANT, CONTAMINANT OR OTHER
SUBSTANCE (INCLUDING ANY HAZARDOUS SUBSTANCE), NOISE OR ODOR,
OR OWNED,
OCCUPIED OR OPERATED ANY FACILITY OR PROPERTY (AND NO SUCH PROPERTY OR FACILITY
IS CONTAMINATED BY ANY POLLUTANT, CONTAMINANT OR HAZARDOUS SUBSTANCE) IN A
MANNER THAT HAS GIVEN OR WILL GIVE RISE TO ANY LIABILITIES, INCLUDING ANY
LIABILITY FOR RESPONSE COSTS, CORRECTIVE ACTION COSTS, PERSONAL INJURY, NATURAL
RESOURCE DAMAGES, PROPERTY DAMAGE OR ATTORNEYS FEES OR ANY INVESTIGATIVE,
CORRECTIVE OR REMEDIAL OBLIGATIONS, PURSUANT TO CERCLA OR ANY OTHER
ENVIRONMENTAL AND SAFETY REQUIREMENTS.
(D)
NEITHER THE COMPANY NOR ANY OF THE COMPANY'S SUBSIDIARIES HAS, EITHER
EXPRESSLY OR BY OPERATION OF LAW, ASSUMED OR UNDERTAKEN ANY LIABILITY OR
CORRECTIVE OR REMEDIAL OBLIGATION OF ANY OTHER PERSON RELATING TO ANY
ENVIRONMENTAL AND SAFETY REQUIREMENTS.
(E)
THE COMPANY HAS FURNISHED TO BUYER ALL ENVIRONMENTAL AUDITS, REPORTS AND
OTHER MATERIAL ENVIRONMENTAL DOCUMENTS RELATING TO THE COMPANY, THE COMPANY'S
SUBSIDIARIES OR