Neither St. Xxx Bauxite nor the Partnership shall be liable to pay a higher rate of property tax on lands owned by St. Xxx Bauxite or the Partnership or leased to either of them, nor shall the value of any property so owned or occupied by either of them for the purposes of its bauxite mining operations be assessed on a basis different from that used for other land owners engaged in industrial or commercial operations.
Neither St. Xxxxxx Party has taken any corporate action nor (to the best of its knowledge and belief) have any other steps been taken or legal proceedings been started or threatened against either St. Xxxxxx Party for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets.
Neither St. Jude nor Licensee shall use the name, trademark, service xxxx, trade name or symbol of the other party or the name of a staff member, employee, student or any affiliated physician or faculty member of the other party, or any adaptation thereof, in any advertising, promotional, or sales literature without the prior written approval of the other party.
Neither St. Paul xxx any of its Subsidiaries has any obligations to provide retiree health and life insurance or other retiree death benefits under any Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code. There has been no communication to employees by St. Paul xx any of its Subsidiaries that would reasonably be expected to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis.
Neither St. Paul xxx any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter to, or extraordinary supervisory letter from, any federal or state governmental agency or authority charged with the supervision or regulation of financial institutions and trust companies (or their holding companies) or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the OTS, the Commissioner, the DOJ, and the FDIC) or the supervision or regulation of it or any of its Subsidiaries (collectively, the "Regulatory Authorities").
Neither St. Xxx nor its officers and agents ------------------ have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement or the consummation of the Contemplated Transactions. Weeks represents and warrants to each of the Sellers as follows:
Neither St. Paul xxx any of its Subsidiaries is an "affiliate" (as such term is defined in DGCL Section 203(c) (1)) or an "associate" (as such term is defined in DGCL Section 203(c) (2)) of Bevexxx Xxxp.
Neither St. Laurent nor any subsidiary is subject to:
(A) any non-compliance with Environmental Laws which requires or, to the knowledge of St. Laurent, may, require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures;
(B) any written demand or written notice with respect to the breach of or potential liability under any Environmental Laws or Environmental Permits by St. Laurent or any subsidiary, including but not limited to any regulations respecting the use, generation, release, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances;
(C) any written demand or written notice with respect to potential liability, by contract or under Environmental Laws relating to St. Laurent or any current or, any former subsidiary or, to the knowledge of St. Laurent, any of their respective predecessor entities, divisions or any formerly owned, leased or operated properties or assets of the foregoing, including potential liability with respect to the presence, generation, storage, treatment, release or discharge of Hazardous Substances; or
(D) any changes in the terms or conditions of any Environmental Permits or any renewal, modification, revocation, reissuance, alteration, transfer or amendment of such Environmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of business of St. Laurent or any subsidiaries following such consummation;
(E) any non-compliance with Environmental Laws pertaining to underground storage tanks, asbestos containing materials, or regulated levels of polychlorinated biphenols existing at any of the facilities owned or operated by St. Laurent or any subsidiary; and
Neither St. Jxxxx nor, to St. Jxxxx’ knowledge, any director, officer, agent, employee or affiliate of St. Jxxxx, is currently subject to any U.S. sanctions administered by OFAC.
Neither St. Jude nor any of its Subsidiaries is indebted to any of its directors or officers or any of their associates (collectively the "PRINCIPALS"), or to any St. Jude Securityholder;