OR RELEASED ANY HAZARDOUS
SUBSTANCE IN VIOLATION OF ENVIRONMENTAL AND SAFETY REQUIREMENTS, OR OWNED,
OCCUPIED OR OPERATED ANY FACILITY OR PROPERTY (AND NO SUCH FACILITY OR PROPERTY
IS CONTAMINATED WITH ANY SUCH SUBSTANCE), SO AS TO GIVE RISE TO LIABILITIES OF
THE COMPANY WITH RESPECT TO THE BUSINESS PURSUANT TO CERCLA OR ANY OTHER
ENVIRONMENTAL AND SAFETY REQUIREMENTS.
(F)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO FACTS, EVENTS OR
CONDITIONS RELATING TO THE PAST OR PRESENT PROPERTIES, FACILITIES OR OPERATIONS
OF THE COMPANY SHALL PREVENT, HINDER OR LIMIT CONTINUED COMPLIANCE WITH
ENVIRONMENTAL AND SAFETY REQUIREMENTS, GIVE RISE TO ANY CORRECTIVE,
INVESTIGATORY OR REMEDIAL OBLIGATIONS PURSUANT TO ENVIRONMENTAL AND SAFETY
REQUIREMENTS OR GIVE RISE TO ANY OTHER LIABILITIES PURSUANT TO ENVIRONMENTAL AND
SAFETY REQUIREMENTS, INCLUDING THOSE LIABILITIES RELATING TO ONSITE OR OFFSITE
RELEASES OR THREATENED RELEASES OF HAZARDOUS MATERIALS, SUBSTANCES OR WASTES
(INCLUDING ANY HAZARDOUS SUBSTANCE), PERSONAL INJURY, PROPERTY DAMAGE OR NATURAL
RESOURCES DAMAGE.
(G)
THE COMPANY HAS NOT, EITHER EXPRESSLY OR BY OPERATION OF LAW, ASSUMED,
UNDERTAKEN OR OTHERWISE BECOME SUBJECT TO ANY LIABILITY WITH RESPECT TO THE
BUSINESS, INCLUDING ANY CORRECTIVE, INVESTIGATORY OR REMEDIAL OBLIGATION, OF ANY
OTHER PERSON RELATING TO ANY ENVIRONMENTAL AND SAFETY REQUIREMENTS.
(H)
NO ENVIRONMENTAL LIEN HAS ATTACHED TO ANY PROPERTY OWNED, LEASED OR
OPERATED BY THE COMPANY WITH RESPECT TO THE BUSINESS.
(I)
THE COMPANY HAS FURNISHED OR MADE AVAILABLE TO BUYER ALL GOVERNMENTAL
AUTHORIZATIONS, ENVIRONMENTAL AUDITS, REPORTS, CORRESPONDENCE, NOTICES, STUDIES,
FILINGS WITH ANY GOVERNMENTAL AUTHORITY AND OTHER MATERIAL ENVIRONMENTAL
DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, ANY SITE ASSESSMENT OR ENVIRONMENTAL,
HEALTH OR SAFETY AUDIT REPORT, AND INCLUDING A LISTING OF
31
ALL HAZARDOUS SUBSTANCES UTILIZED IN CONNECTION WITH THE BUSINESS) RELATING TO
THE COMPANY AND THE BUSINESS WHICH ARE IN THE COMPANY'S POSSESSION OR UNDER ITS
REASONABLE CONTROL.
4.22
PRODUCT RECALL.
SINCE JANUARY 1, 2004, THE COMPANY HAS NOT, WITH
RESPECT TO THE BUSINESS, MADE ANY FORMAL RECALL OF ANY OF ITS PRODUCTS.
4.23
CUSTOMERS AND SUPPLIERS.
SCHEDULE 4.23 SETS FORTH A LIST OF EACH
SUPPLIER THAT HAS PREVIOUSLY SUPPLIED A MATERIAL AMOUNT OF MATERIALS, PRODUCTS
OR SERVICES TO THE BUSINESS TOGETHER WITH THE AGGREGATE AMOUNT PAID TO SUCH
SUPPLIER FROM THE COMPANY DURING THE FISCAL YEAR ENDED DECEMBER 31, 2006.
EXCEPT AS SET FORTH ON SCHEDULE 1.1 WITH RESPECT TO CUSTOMERS, AND SCHEDULE 4.23
WITH RESPECT TO SUPPLIERS, SINCE DECEMBER 31, 2006, NO CUSTOMER OR SUPPLIER
LISTED ON SUCH SCHEDULES HAS NOTIFIED OR, TO THE COMPANY'S KNOWLEDGE, THREATENED
THE COMPANY THAT IT INTENDS TO CEASE DOING BUSINESS WITH, OR TO MATERIALLY
REDUCE OR TERMINATE ITS COMMITMENTS OR LEVEL OF BUSINESS DURING CALENDAR YEAR
2007 WITH, THE BUSINESS.
4.24
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT AND OTHER FINANCIAL RECORDS OF
THE COMPANY, ALL OF WHICH HAVE BEEN MADE AVAILABLE TO BUYER, ARE, TO THE
KNOWLEDGE OF THE COMPANY, COMPLETE AND CORRECT AND REPRESENT ACTUAL, BONA FIDE
TRANSACTIONS AND HAVE BEEN MAINTAINED IN ACCORDANCE WITH SOUND BUSINESS
PRACTICES, INCLUDING THE MAINTENANCE OF AN ADEQUATE SYSTEM OF INTERNAL
CONTROLS.
THE MINUTE BOOKS