Shoreline. Shoreline finds that the Annexation is consistent with this Agreement, the Town-Shoreline XXX, and the goals and objectives established in RCW 36.93.170 and 36.93.180. Shoreline further finds that the health, safety, and general welfare of Shoreline’s residents are not adversely affected by the Annexation pursuant to this Agreement.
Shoreline. (i) is not a party to any arrangement or understanding with First Nations, Métis, tribal or native authorities, communities or groups in relation to the environment or the development of communities in the vicinity of, or in connection with, the Purchased Assets; (ii) is not currently engaged or involved in any disputes, discussions or negotiations with First Nations, Métis, tribal or native authorities, communities or groups, or Governmental Entity; or (iii) has not received notice of any existing claim with respect to the Purchased Assets, either from First Nations, Métis, tribal or native authorities, communities or groups or any Governmental Entity, indicating that any part of the Purchased Assets infringes upon or has an adverse effect on aboriginal rights or interests.
Shoreline. For fiberglass doors or sidelites within 1 mile from a body of water HMI warrants the structural integrity of the slabs not to rust, warp, split, shrink or delaminate for 5 years; paint or stain 5 years; locks and other hardware 1 year. POOL HMI does not warrant any fiberglass door or sidelite in whole or in part (including hardware finish) if installed within 25 feet of a pool or the storage area where chlorine and other chemicals used for a pool are kept.
Shoreline. If the Upset Condition shall then exist, Shoreline shall have the right, exercisable at any time prior to 5 p.m. Midland, Michigan time on the second business day after the last day of the Pricing Period (the "Exercise Period"), to either (i) abandon the Merger and terminate this Plan of Merger (by delivering to Chemical within the Exercise Period written notice of its decision to do so) and, upon the delivery of such notice by 5 Shoreline, the Merger shall be abandoned and this Plan of Merger shall immediately terminate; (ii) proceed with the Merger on the basis of the Exchange Rate set forth in Section (Conversion of Shoreline Common Stock), subject to adjustment provided by Section 2.4 (Adjustments), by delivering to Chemical within the Exercise Period written notice of its decision to do so or by failing to deliver any notice to Chemical pursuant to this Section during the Exercise Period; or (iii) request Chemical to adjust the Exchange Rate (by delivering to Chemical within the Exercise Period written notice to such effect (an "Increase Notice")) to an Exchange Rate computed by multiplying the then-existing Exchange Rate by a fraction that has as its numerator the Floor Chemical Price and that has as its denominator the Final Chemical Price (the "Adjusted Rate ").
Shoreline. Shoreline shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of Shoreline Common Stock other than regular quarterly cash dividends on Shoreline Common Stock in an amount not to exceed $0.15 per share per quarter in 2000 and $0.17 per share in 2001, in each case payable on the regular historical payment dates and in a manner consistent with Shoreline's past dividend practice. Chemical and Shoreline agree that they will cooperate to assure that, during any calendar quarter, there shall not a duplication of payment of dividends to the holders of Shoreline Common Stock. Notwithstanding the preceding sentences, if and to the extent that the payment of a dividend in the manner provided in this Section would, in Chemical's reasonable judgment, present a significant risk that under GAAP or the rules, regulations, or interpretations of the SEC or its staff, the Merger would not qualify for pooling-of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid.
Shoreline. Shoreline represents and warrants to the other Parties as follows:
