THE GENERATION, HANDLING,
PROCESSING, TREATMENT, STORAGE OR DISPOSAL OF ANY HAZARDOUS MATERIALS EXCEPT IN
ACCORDANCE WITH APPLICABLE ENVIRONMENTAL LAWS; (B) THE COMPANY AND ITS
SUBSIDIARIES DO NOT OWN OR OPERATE ANY UNDERGROUND TANK AND THERE ARE NO
UNDERGROUND TANKS OR OTHER UNDERGROUND STORAGE RECEPTACLES, ASBESTOS-CONTAINING
MATERIALS OR OTHER HAZARDOUS MATERIALS LOCATED IN ANY PORTION OF ANY REAL
PROPERTY AND (C) THE COMPANY, ITS SUBSIDIARIES NOR, TO THE COMPANY'S KNOWLEDGE,
ANY OTHER PERSON, HAS NOT CAUSED OR SUFFERED TO OCCUR ANY RELEASES OR THREATENED
17
RELEASES OF HAZARDOUS MATERIALS ON, AT, IN, UNDER, ABOVE, TO, FROM OR ABOUT ANY
REAL PROPERTY OR FORMER REAL PROPERTY DURING THE TERM OF THE COMPANY AND ITS
SUBSIDIARIES OWNERSHIP, OPERATION, USE OR LEASE THEREOF.
THE COMPANY AND ITS
SUBSIDIARIES HAVE NOT CONTRACTUALLY, BY OPERATION OF LAW, INCLUDING THE
ENVIRONMENTAL LAWS, OR OTHERWISE ASSUMED OR SUCCEEDED TO ANY ENVIRONMENTAL
LIABILITIES OF ANY PREDECESSORS OR ANY OTHER PERSON OR ENTITY.
AS USED HEREIN,
THE TERM "HAZARDOUS MATERIALS" SHALL MEAN ANY POLLUTANTS, CONTAMINANTS, OR TOXIC
OR HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR
CHEMICALS, INCLUDING WITHOUT LIMITATION PETROLEUM OR ANY BY-PRODUCTS THEREOF,
ANY FORM OF NATURAL GAS, ASBESTOS OR ASBESTOS-CONTAINING MATERIALS,
POLYCHLORINATED BIPHENYLS OR POLYCHLORINATED BIPHENYLS-CONTAINING EQUIPMENT,
RADON OR OTHER RADIOACTIVE ELEMENTS, CARCINOGENIC OR MUTAGENIC AGENTS,
PESTICIDES, EXPLOSIVES, FLAMMABLES, CORROSIVES AND UREA FORMALDEHYDE FOAM
INSULATION, IN EACH CASE THAT FORM THE BASIS OF LIABILITY, OR ARE SUBJECT TO
REGULATION, UNDER ANY ENVIRONMENTAL LAWS.
4.19
LITIGATION.
THERE IS NO PROCEEDING PENDING OR,
TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY,
ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE PROPERTIES WHICH ADVERSELY AFFECTS OR
CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
NONE OF THE COMPANY, THE SUBSIDIARIES OR, TO THE COMPANY'S
KNOWLEDGE, ANY DIRECTOR OR OFFICER THEREOF (IN HIS OR HER CAPACITY AS SUCH), IS
OR HAS BEEN THE SUBJECT OF ANY PROCEEDING INVOLVING A CLAIM OF VIOLATION OF OR
LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR A CLAIM OF BREACH OF
FIDUCIARY DUTY.
THERE HAS NOT BEEN, AND TO THE KNOWLEDGE OF THE COMPANY, THERE
IS NOT PENDING OR CONTEMPLATED, ANY INVESTIGATION BY THE SEC INVOLVING THE
COMPANY, THE SUBSIDIARIES OR ANY CURRENT OR FORMER DIRECTOR OR OFFICER OF THE
COMPANY OR ANY SUBSIDIARY (IN HIS OR HER CAPACITY AS SUCH).
THE SEC HAS NOT
ISSUED ANY STOP ORDER OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT FILED BY THE COMPANY OR ANY SUBSIDIARY UNDER THE EXCHANGE
ACT OR THE SECURITIES ACT.
4.20
LISTING.
THE COMPANY'S COMMON STOCK IS LISTED ON
THE AMERICAN STOCK EXCHANGE (THE "TRADING MARKET").
THE COMPANY IS IN
COMPLIANCE WITH THE TERMS OF ITS LISTING AGREEMENT WITH THE TRADING MARKET AND
ITS RULES AND STANDARDS FOR CONTINUED LISTING AND HAS COMPLIED OR WILL TIMELY
COMPLY WITH SUCH AGREEMENT AND SUCH RULES AND STANDARDS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
NO PROCEEDING IS PENDING OR, TO
THE COMPANY'S KNOWLEDGE, THREATENED RELATING TO ANY UNRESOLVED VIOLATION OF ANY
OF SUCH ITEMS