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<br />(c) The Company has made available to Parent, or within 15 days following the
<br />execution of this Agreement will make available to Parent, copies of all income Tax Returns filed
<br />by the Company Entities after December 31, 1995.
<br />
<br />Section 3.14 Real Prooertv. The Company Entities have good and marketable fee -title (in
<br />the case of owned real property) and valid leasehold interests (in the case of leased real property)
<br />to or in all material real property owned, leased or otherwise used in the operation of the business
<br />of the Company Entities (the "Real Propertv"). Except for such failures as have not had or are not
<br />reasonably expected to have a Company Material Adverse Effect, all Real Property (including the
<br />improvements located thereon) (i) is in reasonable operating condition and repair consistent with
<br />its present use, (ii) is available for immediate use in the conduct of the business or operations of the
<br />Company Entities, (iii) complies with all applicable building or zoning codes or restrictive covenants
<br />and the regulations of any Governmental Authority having jurisdiction, and (iv) has full legal and
<br />practical access to public roads or streets and has all utilities and services necessary for the proper
<br />and lawful conduct and operation of the business of the Company Entities as presently utilized.
<br />
<br />Section 3. 15 Environmental Matters.
<br />
<br />(a) Except as have not had and would not be reasonably expected to have,
<br />individually or in the aggregate, a Company Material Adverse Effect:
<br />
<br />(i) no notice, notification, demand, request for information, citation,
<br />summons or order has been received, no complaint has been filed, no penalty has been
<br />assessed, and no investigation, action, claim, suit, proceeding or review (or any basis
<br />therefor) is pending or, to the knowledge of the Company, is threatened by any
<br />Governmental Authority or other Person relating to or arising out of any Environmental
<br />Law; and
<br />
<br />(ii) the Company Entities are and have been in compliance with all
<br />Environmental Laws and all Environmental Permits.
<br />
<br />(b) For purposes of this Section 3.15, the terms "Company" and "Company
<br />Entity" shall include any entity that is, in whole or in part, a predecessor of the Company or any
<br />Company Entity.
<br />
<br />(c) For purposes of this Section 3.15, (i) "Environmental Laws" means any
<br />federal, state, local or foreign law (including, without limitation, common law), treaty, judicial
<br />decision, regulation, rule, judgment, order, decree, injunction, permit or governmental restriction
<br />or requirement or any agreement with any Governmental Authority or other third party, relating to
<br />human health and safety, the environment or to pollutants, contaminants, wastes or chemicals or any
<br />toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or
<br />materials, and (ii) "Environmental Permits" means, with respect to any Person, all permits, licenses,
<br />franchises, certificates, approvals and other similar authorizations of any Governmental Authority
<br />
<br />ATI/90584-8
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