OR ANY OTHER PERSON WITH RESPECT TO
ANY PLAN CURRENTLY OR PREVIOUSLY MAINTAINED BY THE COMPANY AND ITS SUBSIDIARIES
THAT HAS NOT BEEN SATISFIED IN FULL, AND
31
no condition exists that presents a risk to the Company or any Subsidiary of
incurring such a liability.
(D) WITH RESPECT TO EACH PLAN, ALL CONTRIBUTIONS WHICH ARE REQUIRED TO BE PAID
BY THE COMPANY AND ITS SUBSIDIARIES UNDER THE TERMS OF THE APPLICABLE PLAN OR
BYLAWS HAVE BEEN MADE (INCLUDING ALL EMPLOYER CONTRIBUTIONS AND EMPLOYEE SALARY
REDUCTION CONTRIBUTIONS), ALL CONTRIBUTIONS FOR PRIOR PLAN YEARS WHICH ARE NOT
YET DUE AND WITH RESPECT TO THE CURRENT PLAN YEAR FOR THE PERIOD ENDING ON THE
CLOSING DATE HAVE BEEN MADE OR ACCRUED IN ACCORDANCE WITH AUSTRIAN GAAP AND
APPEAR ON THE CLOSING STATEMENT.
THE SELLERS DO NOT HAVE ANY LIABILITY (OTHER
THAN LIABILITIES ACCRUING AFTER THE CLOSING DATE) WITH RESPECT TO ANY OF THE
PLANS.
(E)
WITH RESPECT TO EACH OF THE PLANS LISTED ON SCHEDULE
6.22,
SELLERS HAVE FURNISHED TO BUYERS TRUE AND COMPLETE COPIES OF THE RESPECTIVE (I)
PLAN DOCUMENTS, SUMMARY PLAN DESCRIPTIONS AND SUMMARIES OF MATERIAL
MODIFICATIONS AND OTHER MATERIAL EMPLOYEE COMMUNICATIONS, (II) ALL RELATED TRUST
AGREEMENTS, INSURANCE CONTRACTS OR OTHER FUNDING AGREEMENTS WHICH IMPLEMENT SUCH
PLANS AND (III) ALL CONTRACTS RELATING TO EACH SUCH PLAN, INCLUDING, WITHOUT
LIMITATION, SERVICE PROVIDER AGREEMENTS, INSURANCE CONTRACTS, INVESTMENT
MANAGEMENT AGREEMENTS AND RECORD KEEPING AGREEMENTS.
6.23 Environmental, Health, and Safety Matters
(a) The Company, each of its
Subsidiaries, and their respective predecessors and Affiliates have complied and
are in compliance with all Material Environmental, Health, and Safety
Requirements.
(B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY, EACH OF ITS
SUBSIDIARIES, AND THEIR RESPECTIVE AFFILIATES HAVE OBTAINED AND COMPLIED WITH,
AND ARE IN COMPLIANCE WITH, ALL MATERIAL OBLIGATIONS UNDER PERMITS, LICENSES AND
OTHER AUTHORIZATIONS THAT ARE REQUIRED PURSUANT TO ENVIRONMENTAL, HEALTH, AND
SAFETY REQUIREMENTS FOR THE OCCUPATION OF THEIR FACILITIES AND THE OPERATION OF
THEIR BUSINESS; A LIST OF ALL SUCH PERMITS, LICENSES AND OTHER AUTHORIZATIONS IS
SET FORTH ON SCHEDULE 6.23.
(C) NEITHER THE COMPANY, NOR ANY OF ITS SUBSIDIARIES, NOR THEIR RESPECTIVE
PREDECESSORS OR AFFILIATES HAS RECEIVED ANY WRITTEN OR ORAL NOTICE, REPORT OR
OTHER INFORMATION REGARDING ANY ACTUAL OR ALLEGED VIOLATION OF ENVIRONMENTAL,
HEALTH, AND SAFETY REQUIREMENTS, OR ANY LIABILITIES OR POTENTIAL LIABILITIES,
INCLUDING ANY INVESTIGATORY, REMEDIAL OR CORRECTIVE OBLIGATIONS, RELATING TO ANY
OF THEM OR THEIR FACILITIES ARISING UNDER ENVIRONMENTAL, HEALTH, AND SAFETY
REQUIREMENTS.
(D) NONE OF THE FOLLOWING EXISTS AT ANY PROPERTY OR FACILITY OWNED OR OPERATED
BY THE COMPANY OR ITS SUBSIDIARIES: (1) UNDERGROUND STORAGE TANKS, (2)
ASBESTOS-CONTAINING MATERIAL IN ANY FORM OR CONDITION, (3) MATERIALS OR
EQUIPMENT CONTAINING POLYCHLORINATED BIPHENYLS, OR (4) LANDFILLS, SURFACE
IMPOUNDMENTS, OR DISPOSAL AREAS.
(E) NEITHER THE COMPANY, NOR ANY OF ITS SUBSIDIARIES, NOR THEIR RESPECTIVE
PREDECESSORS OR AFFILIATES HAVE TREATED, STORED, DISPOSED OF, ARRANGED FOR OR
PERMITTED THE DISPOSAL OF, TRANSPORTED, HANDLED, OR RELEASED ANY SUBSTANCE,
INCLUDING WITHOUT LIMITATION ANY HAZARDOUS SUBSTANCE, OR OWNED OR OPERATED ANY
PROPERTY OR FACILITY