ARE NO FACTS OR CIRCUMSTANCES THAT COULD REASONABLY BE EXPECTED
TO GIVE RISE TO ANY ACTIONS OF THE TYPE SET FORTH IN THIS SECTION 3.14.
SELLER
IS NOT SUBJECT TO ANY JUDGMENT, ORDER, WRIT, INJUNCTION, DECREE OR AWARD OF ANY
COURT, ARBITRATOR OR GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY
OR INSTRUMENTALITY HAVING JURISDICTION OVER SELLER, ANY OF THE PURCHASED ASSETS
OR ITS BUSINESS THAT AFFECTS, INVOLVES OR RELATES TO THE PURCHASED ASSETS.
3.15
ENVIRONMENTAL AND SAFETY MATTERS.
SELLER HAS COMPLIED WITH, AND THE
OPERATION OF ITS BUSINESS AND THE USE AND OWNERSHIP OF THE PURCHASED ASSETS, ARE
IN COMPLIANCE WITH ALL FEDERAL, PROVINCIAL, STATE, REGIONAL, LOCAL OR OTHER
GOVERNMENTAL STATUTES, LAWS, ORDINANCES, RULES, REGULATIONS AND ORDERS RELATING
TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, NATURAL RESOURCES OR THE
ENVIRONMENT, INCLUDING, BUT NOT LIMITED TO, AIR POLLUTION, WATER POLLUTION,
NOISE CONTROL, ON SITE OR OFF SITE HAZARDOUS SUBSTANCE DISCHARGE, DISPOSAL OR
RECOVERY, TOXIC OR HAZARDOUS SUBSTANCES, TRAINING, INFORMATION AND WARNING
PROVISIONS RELATING TO TOXIC OR HAZARDOUS SUBSTANCES, AND EMPLOYEE SAFETY
RELATING TO ITS BUSINESS OR THE PURCHASED ASSETS (COLLECTIVELY THE
"ENVIRONMENTAL LAWS"); AND NO NOTICE OF VIOLATION OF ANY ENVIRONMENTAL LAWS OR
OF ANY PERMIT, LICENSE OR OTHER AUTHORIZATION RELATING THERETO HAS BEEN RECEIVED
OR THREATENED AGAINST SELLER IN CONNECTION WITH ITS BUSINESS, AND TO
THE KNOWLEDGE OF SELLER, THERE IS NO FACTUAL BASIS FOR THE GIVING OF ANY SUCH
NOTICE.
SELLER HAS NOT RECEIVED ANY NOTICE OR CLAIM TO THE EFFECT THAT SELLER
OR ITS BUSINESS IS OR MAY BE LIABLE TO ANY GOVERNMENTAL AUTHORITY OR PRIVATE
PARTY AS A RESULT OF THE RELEASE OR THREATENED RELEASE OF ANY TOXIC OR HAZARDOUS
SUBSTANCES IN CONNECTION WITH THE CONDUCT OR OPERATION OF ITS BUSINESS, AND TO
SELLER'S KNOWLEDGE, THERE ARE NO FACTS OR CIRCUMSTANCES THAT COULD REASONABLY BE
EXPECTED TO GIVE RISE TO SUCH A CLAIM.
NONE OF THE OPERATIONS OF SELLER'S
BUSINESS OR SELLER AND NONE OF THE PURCHASED ASSETS IS THE SUBJECT OF ANY
FEDERAL, STATE, PROVINCIAL OR LOCAL INVESTIGATION EVALUATING WHETHER ANY
REMEDIAL ACTION IS NEEDED TO RESPOND TO A RELEASE OR A THREATENED RELEASE OF ANY
TOXIC OR HAZARDOUS SUBSTANCES AT ANY REAL PROPERTIES LEASED, USED OR OPERATED BY
SELLER IN CONNECTION WITH ITS BUSINESS OR ANY OTHER OPERATIONS OR ACTIVITIES OF
SELLER.
3.16
EMPLOYEE BENEFIT PLANS.
(A)
THE SELLER HAS PROVIDED BUYER WITH COMPLETE AND ACCURATE (I)
COPIES OF ALL EMPLOYEE BENEFIT PLANS THAT HAVE BEEN REDUCED TO WRITING AND (II)
ALL EXISTING WRITTEN SUMMARIES OF ANY EMPLOYEE BENEFIT PLANS, WHETHER OR NOT
REDUCED TO WRITING ("BENEFIT PLAN").
ALL BENEFIT PLANS ARE, AND IN
ADMINISTERING SUCH PLANS THE SELLER IS, IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS.
EXCEPT AS SET FORTH IN SCHEDULE 3.16, THE OCCURRENCE
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT RESULT IN THE
VESTING OR ACCELERATION OF ANY BENEFITS UNDER SUCH BENEFIT PLANS OR ANY PAYMENT
OBLIGATIONS, INCLUDING SEVERANCE, UNDER ANY SUCH BENEFIT PLANS.
(B)
ALL COSTS OF ADMINISTERING AND CONTRIBUTIONS REQUIRED TO BE MADE
BY