OR FILED ALL FEDERAL, FOREIGN
AND STATE INCOME AND ALL OTHER TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED BY
ANY JURISDICTION TO WHICH IT IS SUBJECT, (II) HAS PAID ALL TAXES AND OTHER
GOVERNMENTAL ASSESSMENTS AND CHARGES THAT ARE MATERIAL IN AMOUNT, SHOWN OR
DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE
BEING CONTESTED IN GOOD FAITH AND (III) HAS SET ASIDE ON ITS BOOKS PROVISION
REASONABLY ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE
PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS
15
apply.
There are no unpaid taxes in any material amount claimed to be due by
the taxing authority of any jurisdiction, and the Company knows of no basis for
any such claim.
(GG)
ENVIRONMENTAL.
THE COMPANY AND THE SUBSIDIARIES AND THEIR PROPERTIES,
ASSETS AND OPERATIONS ARE IN COMPLIANCE WITH, AND HOLD ALL PERMITS,
AUTHORIZATIONS AND APPROVALS REQUIRED UNDER, ENVIRONMENTAL LAWS (AS DEFINED
BELOW), EXCEPT TO THE EXTENT THAT FAILURE TO SO COMPLY OR TO HOLD SUCH PERMITS,
AUTHORIZATIONS OR APPROVALS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT; EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT, THERE ARE NO PAST OR PRESENT EVENTS, CONDITIONS,
CIRCUMSTANCES, ACTIVITIES, PRACTICES, ACTIONS, OMISSIONS OR PLANS RELATING TO OR
IN ANY WAY AFFECTING THE COMPANY OR THE SUBSIDIARIES THAT VIOLATE OR MAY VIOLATE
ENVIRONMENTAL LAWS; EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
A MATERIAL ADVERSE EFFECT, NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES (I)
IS THE SUBJECT OF ANY INVESTIGATION, (II) HAS RECEIVED ANY NOTICE OR CLAIM,
(III) IS A PARTY TO OR AFFECTED BY ANY PENDING OR THREATENED ACTION, SUIT OR
PROCEEDING, (IV) IS BOUND BY ANY JUDGMENT, DECREE OR ORDER OR (V) HAS ENTERED
INTO ANY AGREEMENT, IN EACH CASE RELATING TO ANY ALLEGED VIOLATION OF ANY
ENVIRONMENTAL LAW OR ANY ACTUAL OR ALLEGED RELEASE OR THREATENED RELEASE OR
CLEANUP AT ANY LOCATION OF ANY HAZARDOUS MATERIALS (AS DEFINED BELOW) (AS USED
HEREIN, "ENVIRONMENTAL LAW" MEANS ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW,
STATUTE, ORDINANCE, RULE, REGULATION, ORDER, DECREE, JUDGMENT, INJUNCTION,
PERMIT, LICENSE, AUTHORIZATION OR OTHER BINDING REQUIREMENT OR COMMON LAW
(INCLUDING ANY APPLICABLE REGULATIONS AND STANDARDS ADOPTED BY THE INTERNATIONAL
MARITIME ORGANIZATION) RELATING TO HEALTH, SAFETY OR THE PROTECTION, CLEANUP OR
RESTORATION OF THE ENVIRONMENT OR NATURAL RESOURCES, INCLUDING THOSE RELATING TO
THE DISTRIBUTION, PROCESSING, GENERATION, TREATMENT, STORAGE, DISPOSAL,
TRANSPORTATION, OTHER HANDLING OR RELEASE OR THREATENED RELEASE OF HAZARDOUS
MATERIALS, AND "HAZARDOUS MATERIALS" MEANS ANY MATERIAL (INCLUDING, WITHOUT
LIMITATION, POLLUTANTS, CONTAMINANTS, HAZARDOUS OR TOXIC SUBSTANCES OR WASTES)
THAT IS REGULATED BY OR MAY GIVE RISE TO LIABILITY UNDER ANY ENVIRONMENTAL LAW).
(HH)
SARBANES-OXLEY ACT. THE COMPANY IS IN COMPLIANCE WITH ALL PROVISIONS OF
THE SARBANES-OXLEY ACT OF 2002 AND APPLICABLE RULES AND REGULATIONS PROMULGATED
BY THE COMMISSION THEREUNDER IN EFFECT AS OF THE DATE OF THIS AGREEMENT WHICH
ARE APPLICABLE TO THE COMPANY AS OF THE DATE OF THIS AGREEMENT, EXCEPT WHERE
SUCH NONCOMPLIANCE COULD NOT