OF ACQUIROR SUBSIDIARIES HAS SUSTAINED ANY MATERIAL
CASUALTY LOSS, CONDEMNATIONS OR INTERFERENCE WITH THEIR RESPECTIVE BUSINESSES OR
PROPERTIES FROM FIRE, FLOOD, HURRICANE, ACCIDENT OR OTHER CALAMITY, WHETHER OR
NOT COVERED BY INSURANCE, OR FROM
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ANY LABOR DISPUTE OR ANY LEGAL OR GOVERNMENTAL PROCEEDING THAT COULD RESULT IN
AN ACQUIROR MATERIAL ADVERSE EFFECT AND (II) THERE HAS NOT BEEN ANY DEVELOPMENT
OR EVENT THAT COULD BE REASONABLY LIKELY TO RESULT IN AN ACQUIROR MATERIAL
ADVERSE EFFECT, EXCEPT IN EACH CASE AS DESCRIBED IN OR CONTEMPLATED BY ACQUIROR
SEC DOCUMENTS.
(E)
COMPLIANCE WITH LAWS.
TO ACQUIROR'S KNOWLEDGE, ACQUIROR AND
ACQUIROR SUBSIDIARIES POSSESS ADEQUATE CERTIFICATES, AUTHORITIES, CONSENTS,
AUTHORIZATIONS OR PERMITS ISSUED BY APPROPRIATE GOVERNMENTAL AGENCIES OR BODIES
NECESSARY TO CONDUCT THE BUSINESS NOW OPERATED BY THEM, HAVE COMPLIED, IN ALL
MATERIAL RESPECTS, WITH THE LAWS, REGULATIONS AND ORDERS KNOWN BY THEM TO BE
APPLICABLE TO THEM OR THEIR RESPECTIVE BUSINESSES AND PROPERTIES, THE ABSENCE OF
WHICH OR THE FAILURE TO COMPLY WITH COULD RESULT IN AN ACQUIROR MATERIAL ADVERSE
EFFECT AND HAVE NOT RECEIVED ANY NOTICE OF PROCEEDINGS RELATING TO THE
REVOCATION OR MODIFICATION OF ANY SUCH CERTIFICATE, AUTHORITY, CONSENTS,
AUTHORIZATIONS OR PERMIT THAT, IF DETERMINED ADVERSELY TO ACQUIROR OR ANY OF
ACQUIROR SUBSIDIARIES, WOULD INDIVIDUALLY OR IN THE AGGREGATE HAVE AN ACQUIROR
MATERIAL ADVERSE EFFECT.
(F)
ENVIRONMENTAL MATTERS.
(I)
EXCEPT FOR ACTIVITIES, CONDITIONS, CIRCUMSTANCES OR MATTERS THAT
WOULD NOT HAVE AN ACQUIROR MATERIAL ADVERSE EFFECT, (A) TO THE KNOWLEDGE OF
ACQUIROR, NEITHER ACQUIROR NOR ANY OF ACQUIROR SUBSIDIARIES HAS VIOLATED ANY
ENVIRONMENTAL LAWS (AND ACQUIROR AND ACQUIROR SUBSIDIARIES ARE IN COMPLIANCE
WITH ALL REQUIREMENTS OF APPLICABLE PERMITS, LICENSES, APPROVALS OR OTHER
AUTHORIZATIONS ISSUED PURSUANT TO ENVIRONMENTAL LAWS); (B) TO THE KNOWLEDGE OF
ACQUIROR, NONE OF ACQUIROR OR ACQUIROR SUBSIDIARIES HAS CAUSED OR SUFFERED TO
OCCUR ANY RELEASE (AS HEREINAFTER DEFINED) OF ANY HAZARDOUS MATERIALS INTO THE
ENVIRONMENT (AS HEREINAFTER DEFINED) ON, IN, UNDER OR FROM ANY PROPERTY OWNED BY
ACQUIROR OR ACQUIROR SUBSIDIARIES THAT WOULD REASONABLY BE EXPECTED TO RESULT IN
THE INCURRENCE OF LIABILITIES UNDER, OR ANY VIOLATIONS OF, ANY ENVIRONMENTAL LAW
OR GIVE RISE TO THE IMPOSITION OF ANY LIEN, UNDER ANY ENVIRONMENTAL LAW;
As used herein, "Environment" shall mean any surface water, drinking water,
ground water, land surface, subsurface strata, river sediment, buildings,
structures, and indoor and outdoor air and "Release" shall mean any spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, emanating or disposing of any Hazardous Materials into the
Environment, including, without limitation, the abandonment or discard of
barrels, containers, tanks (including, without limitation, underground storage
tanks) or other receptacles containing or previously containing and containing a
residue of any Hazardous Materials.
(II)
TO THE KNOWLEDGE OF ACQUIROR, NONE OF THE ENVIRONMENTAL
CONSULTANTS WHICH PREPARED ENVIRONMENTAL AND ASBESTOS INSPECTION REPORTS WITH
RESPECT TO ANY OF THE PROPERTIES WAS EMPLOYED FOR SUCH PURPOSE ON A CONTINGENT
BASIS OR HAS ANY SUBSTANTIAL INTEREST IN ACQUIROR OR ANY OF ACQUIROR
SUBSIDIARIES, AND NONE OF THEM NOR ANY
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OF THEIR DIRECTORS, OFFICERS OR EMPLOYEES