(A) on any property or facility owned or leased by
the Company or any Subsidiary during the period that such
facilities and properties were owned or leased by it or,
(B) to the knowledge, information and belief of the
Company, at any other time or at any other facility or site to
which Hazardous Materials from the Company or any Subsidiary
may have been taken.
(ii) to the knowledge, information and belief of the Company,
neither the Company nor any Subsidiary has any above-ground or
underground fuel storage tanks on property owned or leased by it.
SECTION 3.24 Solvency. As of the execution and delivery of this
Agreement, and after giving effect to the consummation of the Merger and the
Transactions, the Company and the Company and its Subsidiaries taken as a whole
are and, as of the Closing Date, will be solvent. The Company will not incur any
tax liability as a consequence of the Merger to the extent, if any, that the tax
basis of its assets may be less than its liabilities.
SECTION 3.25 Compliance with Regulations Relating to Securities Credit.
None of the borrowings, if any, of the Company were incurred or used for the
purpose of purchasing or carrying any security which at the date of its
acquisition was, or any security which now is, margin stock or other margin
security within the meaning of Regulation T of the Margin Rules or a "security
that is publicly held," within the meaning of the Margin Rules, and neither the
Company nor any Subsidiary owns any margin stock or other margin security, or a
"security that is publicly held", and neither the Company nor any Subsidiary has
any present intention of acquiring any margin stock or other margin security, or
any "security that is publicly held".
SECTION 3.26 Materiality. The representations and warranties set forth
in this Article would in the aggregate be true and correct even without the
materiality exceptions or qualifications contained therein or set forth in the
Company Disclosure Schedule, except for such exceptions and qualifications
including without limitation those set forth in the Company Disclosure Schedule
which, in the aggregate for all such representations and warranties, are not and
could not reasonably be expected to be Adverse to the Company and its
Subsidiaries taken as a whole.
SECTION 3.27 Continuing Representation and Warranty. Except for those
representations and warranties which speak as of a specific date, all of the
representations and warranties of the Company set forth in this Article shall be
true and correct on the Closing Date with the same force and effect as though
made on and as of that date and those, if any, which speak as of a specific date
shall be true and correct on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF KEY
Key represents, warrants and covenants to, and agrees with, the Company