EMPLOYMENT AND WAGES AND HOURS,
EXCEPT WHERE FAILURE TO BE IN
11
COMPLIANCE WOULD NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
2.26
ENVIRONMENTAL LAWS.
THE COMPANY AND ITS
SUBSIDIARIES (I) HAVE COMPLIED AND ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ANY AND ALL ENVIRONMENTAL LAWS (AS DEFINED BELOW), (II) HAVE RECEIVED ALL
PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF THEM UNDER APPLICABLE
ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE BUSINESSES AND (III) ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL TERMS AND CONDITIONS OF ANY SUCH
PERMIT, LICENSE OR APPROVAL WHERE, IN EACH OF THE FOREGOING CLAUSES (I), (II)
AND (III), THE FAILURE TO SO COMPLY WOULD BE REASONABLY EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
THE COMPANY HAS
NOT RECEIVED ANY WRITTEN NOTICE, REPORT OR OTHER INFORMATION REGARDING ANY
ACTUAL OR ALLEGED VIOLATION OF ENVIRONMENTAL LAWS, OR ANY LIABILITIES OR
POTENTIAL LIABILITIES, INCLUDING ANY INVESTIGATORY, REMEDIAL OR CORRECTIVE
OBLIGATIONS, RELATING TO ANY OF THEM OR ITS FACILITIES. TO ITS KNOWLEDGE, THE
COMPANY HAS NOT TREATED, STORED, DISPOSED OF, ARRANGED FOR OR PERMITTED THE
DISPOSAL OF, TRANSPORTED, HANDLED, OR RELEASED ANY SUBSTANCE, INCLUDING ANY
HAZARDOUS SUBSTANCE,
OR OWNED OR OPERATED ANY PROPERTY OR FACILITY IN A MANNER
THAT HAS GIVEN RISE OR WOULD GIVE RISE TO ANY LIABILITIES PURSUANT TO ANY
ENVIRONMENTAL LAWS. NO ABOVEGROUND OR UNDERGROUND STORAGE TANKS ARE CURRENTLY OR
HAVE BEEN LOCATED AT ANY REAL PROPERTY NOW OR PREVIOUSLY OWNED, LEASED OR
OTHERWISE USED BY THE COMPANY, AND TO THE COMPANY'S KNOWLEDGE, NO REAL PROPERTY
OWNED, LEASED OR OTHERWISE USED BY THE COMPANY HAS BEEN AT ANY TIME AS A
GASOLINE SERVICE STATION OR ANY OTHER FACILITY FOR STORING, PUMPING, DISPENSING,
OR PRODUCING GASOLINE OR OTHER PETROLEUM PRODUCTS OR WASTE. FOR PURPOSES OF THIS
AGREEMENT, THE TERM "ENVIRONMENTAL LAWS" MEANS ALL FEDERAL, STATE, LOCAL OR
FOREIGN LAWS RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH OR THE
ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, SURFACE WATER,
GROUNDWATER, LAND SURFACE OR SUBSURFACE STRATA), INCLUDING, WITHOUT LIMITATION,
LAWS RELATING TO EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF
CHEMICALS, POLLUTANTS, CONTAMINANTS, OR TOXIC OR HAZARDOUS SUBSTANCES OR WASTES
(COLLECTIVELY, "HAZARDOUS MATERIALS") INTO THE ENVIRONMENT, OR OTHERWISE
RELATING TO THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE,
DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS, AS WELL AS ALL
AUTHORIZATIONS, CODES, DECREES, DEMANDS OR DEMAND LETTERS, INJUNCTIONS,
JUDGMENTS, LICENSES, NOTICES OR NOTICE LETTERS, ORDERS, PERMITS, PLANS OR
REGULATIONS ISSUED, ENTERED, PROMULGATED OR APPROVED THEREUNDER.
2.27
SUBSIDIARY RIGHTS.
THE COMPANY OR ONE OF ITS
SUBSIDIARIES HAS THE UNRESTRICTED RIGHT TO VOTE, AND (SUBJECT TO LIMITATIONS
IMPOSED BY APPLICABLE LAW) TO RECEIVE DIVIDENDS AND DISTRIBUTIONS ON, ALL
CAPITAL SECURITIES OF ITS SUBSIDIARIES AS OWNED BY THE COMPANY OR SUCH
SUBSIDIARY.
2.28
TAX STATUS.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES (I) HAS MADE OR FILED ALL FOREIGN, FEDERAL AND STATE INCOME AND ALL
OTHER TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED BY ANY JURISDICTION TO
WHICH IT IS SUBJECT, (II)