NO UNDERGROUND STORAGE TANKS ARE
LOCATED ON ANY PROPERTY;
(VI)
TO THE COMPANY'S KNOWLEDGE NEITHER THE COMPANY NOR ANY PROPERTY IS
LISTED NOR, HAS THE COMPANY RECEIVED WRITTEN NOTICE THAT ANY PROPERTY IS
PROPOSED FOR LISTING ON THE NATIONAL PRIORITIES LIST UNDER CERCLA OR ON ANY
SIMILAR FEDERAL, STATE LIST OF SITES REQUIRING INVESTIGATION OR CLEAN-UP, AND
THE COMPANY HAS NOT
25
RECEIVED ANY WRITTEN REQUESTS FOR INFORMATION PURSUANT TO 104(E) OF CERCLA OR
ANY STATE COUNTERPART OR EQUIVALENT WHICH, ARE TO THE COMPANY'S KNOWLEDGE, STILL
UNRESOLVED;
(VII)
TO THE COMPANY'S KNOWLEDGE, THE COMPANY HAS OBTAINED ALL REQUIRED
ENVIRONMENTAL PERMITS, EXCEPT WHERE FAILURE TO SO OBTAIN WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT, AND IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
TERMS OF EACH ENVIRONMENTAL PERMIT; AND
(VIII)
TO THE COMPANY'S KNOWLEDGE, THE COMPANY HAS RECEIVED NO NOTICE OF
LIABILITY PURSUANT TO ANY JUDGMENT, ORDER, INJUNCTION, DECREE OR STIPULATION
RENDERED BY A COURT, ADMINISTRATIVE AGENCY, ARBITRAL BODY OR GOVERNMENTAL
AUTHORITY UNDER ANY ENVIRONMENTAL LAW (INCLUDING AN OBLIGATION TO OF THE COMPANY
TO REMEDIATE ANY ENVIRONMENTAL CONDITION WHETHER CAUSED BY THE COMPANY OR ANY
OTHER PERSON).
(B)
THE COMPANY HAS DELIVERED OR MADE AVAILABLE TO PURCHASER TRUE AND COMPLETE
COPIES OF PHASE I AND PHASE II, IF ANY, ENVIRONMENTAL REPORTS COMMENCED OR
CONDUCTED BY OR ON BEHALF OF THE COMPANY WITHIN THE PRECEDING THREE (3) YEARS OR
WHICH ARE IN THE COMPANY'S POSSESSION.
SECTION 4.18
PLANS AND MATERIAL DOCUMENTS.
(A)
SCHEDULE 4.18(A) SETS FORTH A
LIST OF ALL BENEFIT PLANS WITH RESPECT TO WHICH THE COMPANY OR ANY ERISA
AFFILIATE HAS OR HAS HAD PRIOR TO THE DATE HEREOF ANY OBLIGATION OR LIABILITY OR
WHICH ARE OR WERE PRIOR TO THE DATE HEREOF MAINTAINED, CONTRIBUTED TO OR
SPONSORED BY THE COMPANY OR ANY ERISA AFFILIATE FOR THE BENEFIT OF ANY CURRENT
OR FORMER EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY OR ANY ERISA AFFILIATE.
WITH RESPECT TO EACH BENEFIT PLAN SUBJECT TO ERISA, THE COMPANY HAS DELIVERED OR
MADE AVAILABLE TO PURCHASER A TRUE AND COMPLETE COPY OF EACH SUCH BENEFIT PLAN
(INCLUDING ALL AMENDMENTS THERETO) AND A TRUE AND COMPLETE COPY OF EACH MATERIAL
DOCUMENT (INCLUDING ALL AMENDMENTS THERETO) PREPARED IN CONNECTION WITH EACH
SUCH BENEFIT PLAN INCLUDING (I) A COPY OF EACH TRUST OR OTHER FUNDING
ARRANGEMENT, (II) EACH SUMMARY PLAN DESCRIPTION AND SUMMARY OF MATERIAL
MODIFICATIONS, (III) THE MOST RECENTLY FILED IRS FORM 5500 FOR EACH SUCH BENEFIT
PLAN, IF ANY, AND (IV) THE MOST RECENT DETERMINATION LETTER REFERRED TO IN
SECTION 4.18(D).
(B)
EXCEPT AS DISCLOSED IN SCHEDULE 4.18(B), NONE OF THE BENEFIT PLANS IS A
PLAN THAT IS OR HAS EVER BEEN SUBJECT TO TITLE IV OF ERISA, SECTION 302 OF ERISA
OR SECTION 412 OF THE CODE.
NONE OF THE BENEFIT PLANS IS A "MULTIEMPLOYER PLAN"
AS DEFINED IN SECTION 3(37) OF ERISA.
EXCEPT AS DISCLOSED IN SCHEDULE 4.18(B),
NONE OF THE BENEFIT PLANS PROVIDES FOR THE PAYMENT OF SEPARATION, SEVERANCE,
TERMINATION OR SIMILAR-TYPE BENEFITS TO ANY PERSON OR PROVIDES FOR OR,