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(e) Neither Company nor any Company Subsidiary has been subject to any administrative or judicial proceeding material to the business of Company and Company Subsidiaries, taken as a whole, pursuant to, and, to the Knowledge of Seller, has not been alleged in writing by any Governmental Entity to be in violation in a manner material to the business of Company and Company Subsidiaries, taken as a whole, of applicable Environmental Laws either now or any time previously which has not been fully resolved.

(f) Neither Company nor any Company Subsidiary has received notice that it is subject to any material claim, obligation, investigation, inquiry, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Company or any Company Subsidiary, its employees, agents or representatives or, to the Knowledge of Seller, arising out of the ownership, use, control or operation by Company or any Company Subsidiary of any Site from which any Hazardous Materials were released into the environment, that has not been addressed or remediated in accordance with applicable Environmental Laws by Company when it was ultimately determined that it was Company’s responsibility or obligation to do so.

(g) Except as has not had, or could not reasonably be expected to have a Material Adverse Effect on Company, no Tower Related Asset or any Site contains any asbestos, PCBs or underground or aboveground storage tanks.

(h) Seller has made available to Buyer, true and complete copies of surveys, reports, assessments, audits, evaluation investigations, remedial actions, sampling results or other documents relating to the presence, migration or disposal of any Hazardous Materials or noncompliance with Environmental Laws prepared for or at the request of Company or any Company Subsidiary or with regard to any Site currently or previously owned or leased by Company or any Company Subsidiary.

(i) For purposes of this Section 3.14, the term “Site” shall exclude Managed Sites, to the extent that Company or any Company Subsidiary is not an owner or operator of the Site under CERCLA.

(j) Except as specifically set forth in this Section 3.14, Seller makes no other representations or warranties in this Agreement with respect to Environmental Laws, environmental matters or the other matters set forth in this Section 3.14.

Section 3.15 Intellectual Property . To the Knowledge of Seller, there are no valid grounds for any bona fide material claims (A) against the use by Company or any Company Subsidiary of any copyrights, patents, trademarks, trade names, service marks, trade secrets, technology, know-how or computer software programs and applications used in the business of Company or any Company Subsidiary as currently conducted, (B) challenging the ownership, validity or effectiveness of any of Company Intellectual Property Rights material to Company and Company Subsidiaries, taken as a whole, or (C) challenging the license or legally enforceable right to use of the Third-Party Intellectual Property Rights by Company or any Company Subsidiary. Company and each Company Subsidiary owns, or is licensed to use (in

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