with this Agreement or
the transactions contemplated hereby by reason of any action taken by or on
behalf of Seller.
SECTION 6.13
ENVIRONMENTAL MATTERS.
(A)
THE OPERATIONS OF THE BUSINESS COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND, TO THE KNOWLEDGE OF THE SELLERS, NO
CIRCUMSTANCES OR CONDITIONS EXIST THAT MAY PREVENT OR INTERFERE WITH SUCH
COMPLIANCE IN THE FUTURE. SELLER IS NOT SUBJECT TO ANY ACTION OR ORDER ALLEGING
OR ADDRESSING A VIOLATION OF OR LIABILITY UNDER ANY ENVIRONMENTAL LAW. THE
BUSINESS IS NOT REQUIRED TO HAVE ANY PERMITS UNDER ENVIRONMENTAL LAWS. NO
CONTAMINANT HAS BEEN GENERATED, TRANSPORTED, USED, DISPOSED, STORED OR TREATED
BY SELLER IN CONNECTION WITH THE BUSINESS, AND THERE HAS BEEN NO RELEASE OF ANY
CONTAMINANT BY SELLER IN CONNECTION WITH THE BUSINESS.
(B)
FOR PURPOSES OF THIS AGREEMENT:
(I)
"CONTAMINANT" SHALL MEAN ANY WASTE, POLLUTANT, HAZARDOUS OR TOXIC
SUBSTANCE OR WASTE, PETROLEUM, PETROLEUM-BASED SUBSTANCE OR WASTE, SPECIAL
WASTE, OR ANY CONSTITUENT OF ANY SUCH SUBSTANCE OR WASTE;
(II)
"ENVIRONMENTAL LAW" MEANS ALL LAWS DERIVED FROM OR RELATING TO
ALL NON-U.S., FEDERAL, STATE AND LOCAL LAWS OR REGULATIONS RELATING TO OR
ADDRESSING THE ENVIRONMENT, HEALTH OR SAFETY; AND
(III)
"RELEASE" MEANS ANY RELEASE, SPILL, EMISSION, LEAKING, PUMPING,
INJECTION, DEPOSIT, DISPOSAL, DISCHARGE, DISPERSAL, LEACHING OR MIGRATION OF A
CONTAMINANT INTO THE INDOOR OR OUTDOOR ENVIRONMENT OR INTO OR OUT OF ANY SELLER
PROPERTY, INCLUDING THE MOVEMENT OF CONTAMINANTS THROUGH OR IN THE AIR, SOIL,
SURFACE WATER, GROUNDWATER OR SELLER PROPERTY.
(IV)
"SELLER PROPERTY" MEANS ANY REAL OR PERSONAL PROPERTY, PLAN,
BUILDING, FACILITY, STRUCTURE, UNDERGROUND STORAGE TANK, EQUIPMENT OR UNIT, OR
OTHER ASSET OWNED, LEASED OR OPERATED BY SELLER.
SECTION 6.14
TAXES.
(A)
EXCEPT AS SET FORTH IN SECTION 6.14 OF THE SELLER DISCLOSURE
SCHEDULE:
(I) SELLER HAS, IN RESPECT OF THE BUSINESS AND THE PURCHASED ASSETS,
FILED ALL TAX RETURNS WHICH ARE REQUIRED
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
28
TO BE FILED AND HAS PAID ALL TAXES WHICH HAVE BECOME DUE PURSUANT TO SUCH TAX
RETURNS OR PURSUANT TO ANY ASSESSMENT WHICH HAS BECOME PAYABLE; (II) ALL SUCH
TAX RETURNS ARE COMPLETE AND ACCURATE AND DISCLOSE ALL TAXES REQUIRED TO BE PAID
IN RESPECT OF THE BUSINESS AND THE PURCHASED ASSETS; (III) SELLER IS NOT
CURRENTLY THE BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX
RETURN REQUIRED TO BE FILED IN RESPECT OF THE BUSINESS AND THE PURCHASED ASSETS;
(IV) THERE IS NO ACTION, SUIT, INVESTIGATION, AUDIT, CLAIM OR ASSESSMENT PENDING
OR PROPOSED OR THREATENED WITH RESPECT TO TAXES REQUIRED TO BE PAID IN RESPECT
OF THE BUSINESS AND THE PURCHASED ASSETS, AND, TO THE KNOWLEDGE OF SELLER, NO
BASIS EXISTS THEREFOR; (V) SELLER HAS NOT WAIVED OR BEEN REQUESTED TO WAIVE ANY
STATUTE OF LIMITATIONS WITH RESPECT TO TAXES REQUIRED TO BE PAID