(O)
LICENSES AND PERMITS.
THE COMPANY POSSESSES ALL PERMITS NECESSARY
UNDER LAW OR OTHERWISE FOR THE COMPANY TO CONDUCT ITS BUSINESS AS NOW BEING
CONDUCTED AND TO CONSTRUCT, OWN, OPERATE, MAINTAIN AND USE ITS ASSETS IN THE
MANNER IN WHICH THEY ARE NOW BEING CONSTRUCTED, OPERATED, MAINTAINED AND USED,
INCLUDING ALL SUCH PERMITS LISTED IN SCHEDULE 2.1(H) HERETO (COLLECTIVELY, THE
"REQUIRED PERMITS").
EACH OF THE REQUIRED PERMITS AND THE COMPANY'S RIGHTS WITH
RESPECT THERETO IS VALID AND SUBSISTING, IN FULL FORCE AND EFFECT, AND
ENFORCEABLE BY THE COMPANY SUBJECT TO ADMINISTRATIVE POWERS OF REGULATORY
AGENCIES HAVING JURISDICTION, AND WILL CONTINUE IN FULL FORCE AND EFFECT AFTER
THE CLOSING DATE.
THE COMPANY IS IN COMPLIANCE IN ALL RESPECTS WITH THE TERMS
OF EACH OF
14
THE REQUIRED PERMITS.
NONE OF THE REQUIRED PERMITS HAVE BEEN, OR TO THE
KNOWLEDGE ANY OF THE SHAREHOLDERS, IS THREATENED TO BE, REVOKED, CANCELED,
SUSPENDED OR MODIFIED.
(P)
LITIGATION.
THERE IS NO SUIT, ACTION, OR LEGAL, ADMINISTRATIVE,
ARBITRATION, OR OTHER PROCEEDING OR GOVERNMENTAL INVESTIGATION PENDING TO WHICH
THE COMPANY IS A PARTY OR, TO THE KNOWLEDGE OF ANY OF THE SHAREHOLDERS, MIGHT
BECOME A PARTY WHICH PARTICULARLY AFFECTS THE COMPANY OR ITS ASSETS, NOR IS ANY
CHANGE IN THE ZONING OR BUILDING ORDINANCES DIRECTLY AFFECTING THE REAL PROPERTY
OR LEASEHOLD INTERESTS OF THE COMPANY PENDING OR, TO THE KNOWLEDGE OF ANY OF THE
SHAREHOLDERS, THREATENED.
(Q)
ENVIRONMENTAL COMPLIANCE.
(I)
ENVIRONMENTAL CONDITIONS.
THERE ARE NO ENVIRONMENTAL CONDITIONS
OR CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR RELEASE OF ANY
SUBSTANCE OF ENVIRONMENTAL CONCERN, ON ANY PROPERTY PRESENTLY OR PREVIOUSLY
OWNED, LEASED, OPERATED, OR USED BY THE COMPANY, OR ON ANY PROPERTY TO WHICH ANY
SUBSTANCE OF ENVIRONMENTAL CONCERN OR WASTE GENERATED BY THE COMPANY'S
OPERATIONS OR USE OF ITS ASSETS WAS TRANSPORTED OR DISPOSED OF, WHICH WOULD HAVE
A MATERIAL ADVERSE EFFECT ON THE BUSINESS OR BUSINESS PROSPECTS OF THE COMPANY.
THE TERM "SUBSTANCE OF ENVIRONMENTAL CONCERN" MEANS ANY GASOLINE, PETROLEUM
(INCLUDING CRUDE OIL OR ANY FRACTION THEREOF), PETROLEUM PRODUCT,
POLYCHLORINATED BIPHENYLS, UREAFORMALDEHYDE INSULATION, ASBESTOS, POLLUTANT,
CONTAMINANT, RADIATION AND ANY OTHER SUBSTANCE OF ANY KIND, WHETHER OR NOT ANY
SUCH SUBSTANCE IS DEFINED AS TOXIC OR HAZARDOUS UNDER ANY ENVIRONMENTAL LAW (AS
DEFINED IN SECTION 2.1(Q)(III) HEREOF), THAT IS REGULATED PURSUANT TO OR COULD
GIVE RISE TO LIABILITY UNDER ANY ENVIRONMENTAL LAW;
(II)
PERMITS, ETC.
THE COMPANY HAS AND, WITHIN THE PERIOD OF ALL
APPLICABLE STATUTES OF LIMITATIONS, HAS HAD IN FULL FORCE AND EFFECT ALL
ENVIRONMENTAL PERMITS REQUIRED TO CONDUCT ITS OPERATIONS, AND IS, AND WITHIN THE
PERIOD OF ALL APPLICABLE STATUTES OF LIMITATIONS HAS BEEN, OPERATING IN
COMPLIANCE THEREUNDER.
(III)
COMPLIANCE.
THE COMPANY'S OPERATIONS AND USE OF ITS ASSETS ARE,
AND WITHIN THE PERIOD OF ALL APPLICABLE STATUTES OF LIMITATIONS HAVE BEEN, IN
COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAW.
"ENVIRONMENTAL LAW" AS USED
HEREIN MEANS ANY AND ALL LAWS, RULES, ORDERS, REGULATIONS, STATUTES, ORDINANCES,
CODES, DECREES, AND OTHER LEGALLY ENFORCEABLE REQUIREMENTS (INCLUDING, WITHOUT
LIMITATION, COMMON LAW) OF THE UNITED STATES, OR ANY STATE, LOCAL, MUNICIPAL OR