SECTION 412(N) OR 4971 OR (D) FOR VIOLATION OF THE
CONTINUATION COVERAGE REQUIREMENTS OF COBRA.
NEITHER SELLER NOR ANY OF ITS
AFFILIATES IS OBLIGATED TO CONTRIBUTE TO ANY MULTIEMPLOYER PLAN ON BEHALF OF ANY
TARGET BUSINESS EMPLOYEES.
(IV)
SECTION 3(R)(IV) OF THE DISCLOSURE SCHEDULE
IDENTIFIES EACH EMPLOYEE BENEFIT PLAN THAT IS A DEFINED CONTRIBUTION PLAN THAT
INCLUDES A QUALIFIED CASH OR DEFERRED ARRANGEMENT WITHIN THE MEANING OF CODE
SECTION 401(A) (EACH, A "SELLER 401(K) PLAN").
THE INTERNAL REVENUE SERVICE HAS
ISSUED A FAVORABLE DETERMINATION LETTER WITH RESPECT TO EACH SELLER 401(K) PLAN
AND THE RELATED TRUST THAT HAS NOT BEEN REVOKED.
(V)
OTHER THAN AS SET FORTH IN
SECTION 3(R)(V) OF THE DISCLOSURE SCHEDULE, AND PROVIDED THAT BUYER AND ITS
AFFILIATES COMPLY WITH ALL OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, NEITHER
THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL (A) RESULT IN ANY PAYMENT (INCLUDING
SEVERANCE, CHANGE IN CONTROL OR OTHERWISE) BECOMING DUE TO ANY TARGET BUSINESS
EMPLOYEE UNDER ANY EMPLOYEE BENEFIT PLAN OR EMPLOYEE BENEFIT AGREEMENT,
(B) INCREASE ANY BENEFITS OTHERWISE PAYABLE UNDER ANY EMPLOYEE BENEFIT PLAN OR
EMPLOYEE BENEFIT AGREEMENT TO ANY TARGET BUSINESS EMPLOYEE, OR (C) RESULT IN THE
ACCELERATION OF TIME OF PAYMENT OR VESTING OF ANY SUCH BENEFITS UNDER ANY
EMPLOYEE BENEFIT PLAN OR EMPLOYEE BENEFIT AGREEMENT TO ANY EXTENT, EXCEPT, IN
THE CASE OF THE FOREGOING CLAUSES (A), (B) AND (C), FOR ANY PAYMENTS OR BENEFITS
FOR WHICH SELLER SHALL BE SOLELY LIABLE.
(S)
ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS.
EXCEPT AS SET FORTH IN
SECTION 3(S) OF THE DISCLOSURE SCHEDULE AND EXCEPT FOR ANY MATTERS, INDIVIDUALLY
OR IN THE AGGREGATE THAT WOULD NOT BE REASONABLY EXPECT TO HAVE A MATERIAL
ADVERSE EFFECT:
(I)
THE TARGET BUSINESS IS IN COMPLIANCE
WITH ALL ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(II)
IN CONNECTION WITH THE TARGET BUSINESS AND
EXCEPT FOR ANY MATTERS THAT HAVE BEEN RESOLVED, SELLER HAS NOT RECEIVED ANY
WRITTEN NOTICE, REPORT OR OTHER REQUEST FOR INFORMATION REGARDING ANY ACTUAL OR
ALLEGED VIOLATION OF, OR LIABILITY UNDER, ENVIRONMENTAL, HEALTH, AND SAFETY
REQUIREMENTS.
(III)
TO THE KNOWLEDGE OF SELLER, THE REAL
PROPERTY DOES NOT HAVE ANY (A) UNDERGROUND STORAGE TANKS CONTAINING HAZARDOUS
MATERIALS, (B) ASBESTOS-CONTAINING MATERIAL IN ANY FORM OR CONDITION,
(C) MATERIALS OR EQUIPMENT CONTAINING POLYCHLORINATED BIPHENYLS, OR
(D) LANDFILLS, SURFACE IMPOUNDMENTS, OR DISPOSAL AREAS, OR (E) TOXIC MOLD.
(IV)
TO THE KNOWLEDGE OF SELLER, THE TARGET
BUSINESS HAS NOT TREATED, STORED, DISPOSED OF, ARRANGED FOR OR PERMITTED THE
DISPOSAL OF, TRANSPORTED, HANDLED,
28
MANUFACTURED, DISTRIBUTED, OR RELEASED ANY HAZARDOUS MATERIAL IN A MANNER THAT
WOULD BE REASONABLY LIKELY TO RESULT IN ANY LIABILITIES PURSUANT TO ANY
ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
(V)
NEITHER THIS AGREEMENT NOR THE CONSUMMATION
OF THE TRANSACTIONS THAT ARE CONTEMPLATED BY THIS AGREEMENT WILL RESULT IN ANY
OBLIGATIONS FOR SITE INVESTIGATION OR CLEANUP, OR NOTIFICATION TO OR CONSENT OF
GOVERNMENTAL AUTHORITY OR THIRD PARTIES, PURSUANT TO ANY OF THE SO-CALLED
"TRANSACTION-TRIGGERED" OR "RESPONSIBLE PROPERTY TRANSFER" ENVIRONMENTAL,
HEALTH, AND SAFETY REQUIREMENTS.
(VI)
TO