HAZARDOUS SUBSTANCES OR MATERIALS,
VIOLATIONS OF DISCHARGE LIMITS OR OTHER PROHIBITIONS, AND THE COMMENCEMENT OF
ACTIVITIES, SUCH AS RESOURCE EXTRACTION OR CONSTRUCTION,
10
THAT COULD HAVE A SIGNIFICANT IMPACT ON THE ENVIRONMENT; (B) PREVENTING OR
REDUCING TO ACCEPTABLE LEVELS THE RELEASE OR EXISTENCE OF POLLUTANTS OR
HAZARDOUS MATERIALS OR SUBSTANCES IN THE ENVIRONMENT; (C) REDUCING THE
QUANTITIES, PREVENTING THE RELEASE OR MINIMIZING THE HAZARDOUS CHARACTERISTICS
OF WASTES THAT ARE GENERATED; (D) ASSURING THAT PRODUCTS ARE DESIGNED,
FORMULATED, PACKAGED AND USED SO THAT THEY DO NOT PRESENT UNREASONABLE RISKS TO
HUMAN HEALTH OR THE ENVIRONMENT WHEN USED OR DISPOSED OF; (E) PROTECTING
RESOURCES, SPECIES OR ECOLOGICAL AMENITIES; (F) REDUCING TO ACCEPTABLE LEVELS
THE RISKS INHERENT IN THE TRANSPORTATION OF HAZARDOUS SUBSTANCES, POLLUTANTS OR
OTHER POTENTIALLY HARMFUL SUBSTANCES; (G) CLEANING UP POLLUTANTS THAT HAVE BEEN
RELEASED, PREVENTING THE THREAT OF RELEASE, OR PAYING THE COSTS OF SUCH CLEAN UP
OR PREVENTION; OR (H) MAKING RESPONSIBLE PARTIES PAY PRIVATE PARTIES OR GROUPS
OF PRIVATE PARTIES FOR DAMAGES DONE TO THEIR HEALTH OR THE ENVIRONMENT, OR
PERMITTING SELF-APPOINTED REPRESENTATIVES OF THE PUBLIC INTEREST TO RECOVER FOR
INJURIES DONE TO PUBLIC PROPERTY OR ASSETS.
6.18
FINANCIAL STATEMENTS. ATTACHED HERETO AS SCHEDULE 6.18 ARE THE
FINANCIAL STATEMENTS OF SELLER AS OF FEBRUARY 28, 2007, WHICH FINANCIAL
STATEMENTS INCLUDE A BALANCE SHEET AS OF SUCH DATE AND AN INCOME STATEMENT FOR
THE TWELVE MONTH PERIODS THEN ENDED (SUCH FINANCIAL STATEMENTS SHALL BE REFERRED
TO HEREIN AS THE "FINANCIAL STATEMENTS"). THE FINANCIAL STATEMENTS ARE TRUE AND
CORRECT, BASED UPON THE INFORMATION CONTAINED IN THE BOOKS AND RECORDS OF
SELLER, AND FAIRLY PRESENT THE FINANCIAL CONDITION OF SELLER AS OF THE DATE
THEREOF AND, AS APPLICABLE, THE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE
PERIODS REFERRED TO THEREIN. THE FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH PAST PRACTICES, CONSISTENTLY APPLIED.
6.19
NO UNDISCLOSED LIABILITIES. SELLER HAS NO LIABILITY OR OBLIGATION
OF ANY NATURE OR KIND WHATSOEVER, LIQUIDATED OR UNLIQUIDATED, KNOWN OR UNKNOWN,
ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE, AND WHETHER DUE OR TO BECOME DUE
(AND LESLEY AND/OR PETRIE HAVE NO KNOWLEDGE OF ANY BASIS FOR ANY PRESENT OR
FUTURE ACTION, SUIT, PROCEEDING, HEARING, INVESTIGATION, CHARGE, COMPLAINT,
CLAIM, OR DEMAND AGAINST SELLER GIVING RISE TO ANY LIABILITY), EXCEPT FOR (I)
LIABILITIES THAT HAVE BEEN DISCLOSED IN WRITING TO BUYER, AND (II) LIABILITIES
THAT HAVE ARISEN SINCE SUCH DISCLOSURE IN THE ORDINARY COURSE OF BUSINESS (NONE
OF WHICH RESULTS FROM, ARISES OUT OF, RELATES TO, IS IN THE NATURE OF OR WAS
CAUSED BY ANY BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INFRINGEMENT OR
VIOLATION OF APPLICABLE LAW).
6.20
OPERATION OF BUSINESS. SINCE FEBRUARY 28, 2007, SELLER HAS OPERATED
THE BUSINESS IN THE ORDINARY COURSE AND CONSISTENT WITH PAST PRACTICES. EXCEPT
AS SET FORTH ON SCHEDULE 6.20, SINCE FEBRUARY 28, 2007, THERE HAS NOT BEEN:
(A)
ANY DIVIDEND OR OTHER DISTRIBUTION;
(B)
DECLARED OR PAID WITH RESPECT TO ANY SHARES OF SELLER'S CAPITAL
STOCK, OR ANY REDEMPTION OR PURCHASE, DIRECTLY OR INDIRECTLY, BY THE SELLER OF
ANY SHARES