THE SELLERS HAVE OWNED, USED, LEASED OR OCCUPIED
THE SAME, EXCEPT FOR ANY SUCH RELEASES THAT WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
NEITHER THE SELLERS NOR PARTHENON LTD. HAVE RECEIVED WRITTEN NOTICE OF
NOR, TO THE KNOWLEDGE OF SELLERS, IS THERE ANY ALLEGED VIOLATION OF OR LIABILITY
UNDER ANY ENVIRONMENTAL LAWS IN CONNECTION WITH THE PRESENT OR PAST BUSINESSES
OR PROPERTIES OF THE SELLERS OR PARTHENON LTD., INCLUDING WITHOUT LIMITATION
OFF-SITE WASTE DISPOSAL, AND THERE EXISTS NO WRIT, INJUNCTION, DECREE, ORDER OR
JUDGMENT OUTSTANDING, NOR ANY LAWSUIT, PROCEEDING, CITATION, SUMMONS OR
GOVERNMENT AGENCY INVESTIGATION RELATING THERETO, EXCEPT, IN ANY CASE, FOR ANY
SUCH MATTERS THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
THIS SECTION 3.15
IS THE SOLE AND EXCLUSIVE REPRESENTATION AS TO ENVIRONMENTAL MATTERS.
TO THE
EXTENT (AND ONLY TO THE EXTENT) THAT THE FOREGOING WARRANTIES OF THIS SECTION
3.15 ARE MADE IN RELATION TO PARTHENON LTD., SUCH WARRANTIES SHALL BE READ TO
THE EXTENT THEY RELATE TO PARTHENON LTD. AS THOUGH PREFACED AND/OR LIMITED BY
THE WORDS "TO THE KNOWLEDGE OF THE SELLERS" AND FOR THE AVOIDANCE OF DOUBT, THE
FOREGOING PROVISION SHALL NOT APPLY GENERALLY IN RELATION TO THE WARRANTIES AT
SECTION 3.15 AND NOT TO ANY OTHER WARRANTIES IN THIS AGREEMENT.
3.16.
COMPLIANCE WITH LAWS.
THE BUSINESS AND OPERATIONS
OF THE SELLERS HAVE NOT BEEN, AND ARE NOT BEING, CONDUCTED IN VIOLATION IN ANY
MATERIAL RESPECT OF ANY APPLICABLE LAWS.
NO SELLER HAS RECEIVED WRITTEN NOTICE
OF ANY VIOLATIONS OF LAWS, THE EFFECT OF WHICH WOULD BE MATERIAL TO THE BUSINESS
OR TO ANY OF THE ASSETS.
3.17.
MATERIAL ASSETS.
THE ASSETS ARE IN THE POSSESSION
OF THE SELLERS AND REPRESENT IN ALL MATERIAL RESPECTS ALL OF THE PROPERTY THAT
IS NECESSARY TO THE CONDUCT OF THE BUSINESS AS NOW CONDUCTED AND AS PRESENTLY
CONTEMPLATED TO BE CONDUCTED BY THE SELLERS.
THERE ARE NO ASSETS OTHER THAN THE
EXCLUDED ASSETS USED BY, OR OWNED BY, THE SELLERS THAT ARE NOT BEING SOLD
HEREUNDER TO THE BUYERS.
3.18.
FINDERS; BROKERS.
WITH THE EXCEPTION OF FEES AND
EXPENSES PAYABLE TO THE VAN TULLEKEN COMPANY, WHICH SHALL BE THE SELLERS' SOLE
RESPONSIBILITY, THE SELLERS ARE NOT A PARTY TO ANY AGREEMENT WITH ANY FINDER OR
BROKER OR IN ANY WAY OBLIGATED TO ANY FINDER OR BROKER FOR ANY COMMISSIONS, FEES
OR EXPENSES IN CONNECTION WITH THE ORIGIN, NEGOTIATION, EXECUTION OR PERFORMANCE
OF THIS AGREEMENT OR ANYTHING IN IT.
3.19.
NO OTHER REPRESENTATIONS AND WARRANTIES.
EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS, NEITHER IHI NOR ANY
SELLER, OR ANY OTHER PERSON, MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION
OR WARRANTY ON BEHALF OF THE SELLERS OR IHI, INCLUDING, WITHOUT LIMITATION,
REPRESENTATIONS OR WARRANTIES AS TO THE PROBABLE SUCCESS OR PROFITABILITY OF THE
OWNERSHIP, USE OR OPERATION OF THE ASSETS BY THE BUYERS AFTER THE CLOSING.
24
SECTION 4.
REPRESENTATIONS OF THE BUYERS
The Buyers, jointly and severally, represent and warrant as follows:
4.1.
CORPORATE EXISTENCE.
(A)
THE U.S. BUYER IS A CORPORATION DULY
ORGANIZED AND VALIDLY