RESOURCE
CONSERVATION AND RECOVERY ACT ("RCRA"), THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED ("CERCLA"), THE
SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986 ("SARA"), THE FEDERAL WATER
POLLUTION CONTROL ACT, THE SOLID WASTE DISPOSAL ACT, AS AMENDED, THE FEDERAL
CLEAN AIR ACT, THE TOXIC SUBSTANCES CONTROL ACT, THE OCCUPATIONAL SAFETY AND
HEALTH ACT, THE EMERGENCY PLANNING AND COMMUNITY RIGHT TO KNOW ACT OF 1986, THE
SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT OR ANY
APPLICABLE SIMILAR LAW OF ANY OTHER GOVERNMENTAL ENTITY OF SIMILAR IMPORT, AND
ALL AMENDMENTS OR REGULATIONS PROMULGATED THEREUNDER (HEREINAFTER "ENVIRONMENTAL
LAWS");
(II)
NEITHER COMPANY HAS RECEIVED WRITTEN NOTICE FROM ANY THIRD PARTY,
INCLUDING WITHOUT LIMITATION ANY FEDERAL, STATE, MUNICIPAL OR LOCAL AUTHORITY OR
REGULATORY BODY OR OTHER GOVERNMENTAL ENTITY, (A) THAT IT HAS BEEN IDENTIFIED BY
THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY ("EPA") AS A POTENTIALLY
RESPONSIBLE PARTY UNDER CERCLA WITH RESPECT TO A SITE LISTED ON THE NATIONAL
PRIORITIES LIST, 40 C.F.R. PART 300 APPENDIX B; (B) THAT ANY HAZARDOUS WASTE, AS
DEFINED BY 42 U.S.C. §6903(5), ANY HAZARDOUS SUBSTANCE AS DEFINED BY 42 U.S.C.
§9601(14), ANY POLLUTANT OR CONTAMINANT AS DEFINED BY 42 U.S.C. §9601(33) OR ANY
OTHER TOXIC SUBSTANCE, OIL OR HAZARDOUS MATERIAL (INCLUDING FRIABLE ASBESTOS,
UREA FORMALDEHYDE INSULATION OR POLYCHLORINATED BIPHENYLS) IN EACH CASE
REGULATED BY ANY ENVIRONMENTAL LAWS ("HAZARDOUS SUBSTANCES") WHICH SUCH COMPANY
GENERATED, TRANSPORTED OR DISPOSED OF HAS BEEN FOUND AT ANY SITE AT WHICH A
FEDERAL, STATE OR LOCAL AGENCY OR OTHER THIRD PARTY HAS CONDUCTED AN
INVESTIGATION AND IN RESPECT OF WHICH HAZARDOUS SUBSTANCES SUCH COMPANY MAY HAVE
A REMEDIATION LIABILITY OR OBLIGATION PURSUANT TO ANY ENVIRONMENTAL LAW; OR (C)
THAT IS OR SHALL BE A NAMED PARTY TO ANY ACTION UNDER ENVIRONMENTAL LAWS ARISING
OUT OF ANY RELEASE (AS THAT TERM IS DEFINED IN 42 U.S.C. §9601(22), HEREINAFTER,
"RELEASE") OF HAZARDOUS SUBSTANCES, AND, TO SELLER'S KNOWLEDGE, THERE ARE NO
FACTS OR CIRCUMSTANCES WHICH COULD BE EXPECTED TO FORM THE BASIS FOR A CLAIM OF
ANY OF THE FOREGOING AGAINST EITHER COMPANY; AND
(III)
NEITHER COMPANY HAS RELEASED HAZARDOUS SUBSTANCES INTO THE
ENVIRONMENT IN VIOLATION OF ANY ENVIRONMENTAL LAWS, OR IN A MANNER THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY TO SUCH COMPANY UNDER ANY
ENVIRONMENTAL LAW, AT ANY REAL PROPERTY PRESENTLY OWNED, LEASED OR OPERATED BY
EITHER COMPANY; TO THE KNOWLEDGE OF SELLER, NO HAZARDOUS SUBSTANCES ARE PRESENT
IN, ON, ABOUT OR MIGRATING TO OR FROM ANY SUCH REAL PROPERTY THAT WOULD BE
EXPECTED TO GIVE RISE TO AN ACTION AGAINST EITHER COMPANY.
This Section 4.13 contains the sole and exclusive representations and warranties
of Seller relating to Environmental Laws and Hazardous Substances.
Section 4.14
Insurance.
Schedule 4.14 sets forth a list of all of the
policies of insurance carried by the Companies that directly insure the
operation of the Business on or prior to the Closing Date (collectively, the
"Lodi Policies").
All premiums due and payable under the Lodi Policies have
been paid in a timely manner.
No