Common use of Insurance; Malpractice Clause in Contracts

Insurance; Malpractice. Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 : (a) neither the Company, its professional employees, nor either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the ShareholderXx. Xxxxxxx, the Company, Company and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, nor its professional employees, nor either Shareholder Xx. Xxxxxxx has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its the Company’s professional employees and the Shareholder have Xx. Xxxxxxx has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its the Company’s professional employees or the Shareholder Xx. Xxxxxxx during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best KnowledgeXx. Xxxxxxx, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Xx. Xxxxxxx nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, Company and the Company’s 's professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, nor its professional employees, nor either the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s 's business or property which has been denied by an insurance agency or carrier; and (b) the Company, its the Company's professional employees and the Shareholder have has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its the Company's professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, Company and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, nor its professional employees, nor either the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its the Company’s professional employees and the Shareholder have has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its the Company’s professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 : (a) neither the Company, its professional employees, nor either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, the New PC and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, the New PC, nor its professional employees, nor either the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s or the New PC’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its the New PC, the Company’s professional employees and the Shareholder have has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its the Company’s professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the ShareholderNew PC, nor to the Shareholder’s Best Knowledge, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the New PC, the Shareholder nor or the Company has not received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Disclosure Schedule 5.17 4.23 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing DateTime. Disclosure Schedule 5.17 4.23 contains a description of all current malpractice liability insurance policies of the ShareholderMembers, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 4.17: (a) neither the Company, its professional employees, nor either Shareholder hasthe Members have, during the five (5) years immediately preceding the Closing DateTime, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder Members have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 4.23 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder Members during the five (5) years immediately preceding the Closing DateTime, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.174.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best KnowledgeMembers, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder Members have repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder Members have received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Members nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing DateTime. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the ShareholderShareholders, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 : (a) neither the Company, its professional employees, nor either Shareholder has, during the five (5) years immediately preceding the Closing DateTime, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder Shareholders have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder Shareholders during the five (5) years immediately preceding the Closing DateTime, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the ShareholderShareholders, nor to the Shareholder’s Best Shareholders’ Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder Shareholders have repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the either Shareholder have received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Shareholders nor the Company has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company and PC has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the ShareholderDrs. Xxxxxx and Alo, the Company, PC and the CompanyPC’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, PC, or its professional employees, nor either Shareholder Drs. Xxxxxx and Alo has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the CompanyPC’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its PC, PC’s professional employees and the Shareholder have Drs. Xxxxxx and Alo has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its PC, PC’s professional employees or the Shareholder Drs. Xxxxxx and Alo during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the ShareholderPC, nor to the Shareholder’s Best KnowledgeDrs. Xxxxxx or Alo, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder Company, PC, or Drs. Xxxxxx or Alo have repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder Company, PC, or Drs. Xxxxxx or Alo have not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Drs. Xxxxxx or Alo nor PC or the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has and PC have been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been is currently a party, a named insured or otherwise the beneficiary of coverage at any time during coverage. Section 4.17 of the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effectemployees. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, its professional employees, Company nor either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its the Company’s professional employees employees, and the Shareholder have been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its the Company’s professional employees employees, or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) other than policies to be reissued in the name of the New PA, the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Knowledge of Shareholder’s Best Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and to the Knowledge of Shareholder, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible cancellation or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 3.18 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 3.18 of the Disclosure Schedule 5.17 : (a) Schedule, neither the Company, nor its professional employees, nor either the Shareholder hashave, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s 's business or property which has been denied by an insurance agency or carrier; and (b) . Section 3.18 of the Company, its professional employees and the Shareholder have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand Dollars and No/100 Dollars ($5,0005,000.00) per occurrence filed by the Company, its professional the Company's employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 3.18 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) underwriters of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the ShareholderShareholders, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 : (a) neither the Company, its professional employees, nor either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder Shareholders have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder Shareholders during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the ShareholderShareholders, nor to the Shareholder’s Best Shareholders’ Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder Shareholders have repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the either Shareholder have received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Shareholders nor the Company has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 : (a) neither the Company, its professional employees, nor either the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder have has been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the ShareholderMember, the Company, Company and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, nor its professional employees, nor either Shareholder the Member has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its the Company’s professional employees and the Shareholder have Member has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its the Company’s professional employees or the Shareholder Member during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best KnowledgeMember, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Member nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 4.17 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice [malpractice] liability insurance policies of the Shareholder, the Company, Company and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule 5.17 Schedule: (a) neither the Company, nor its professional employees, nor either Shareholder the Shareholders has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company and the Company, its ’s professional employees and the Shareholder have been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its or the Company’s professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 4.17 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Shareholders nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. The ARM Disclosure Schedule 5.17 4.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company ARM has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. The ARM Disclosure Schedule 5.17 4.17 contains a description of all current malpractice liability insurance policies of the ShareholderXxxxxxxx Seller and the Xxxxxx Seller, the CompanyARM, and the CompanyARM’s professional employees and all predecessor policies in effect. Except as set forth on the ARM Disclosure Schedule 5.17 4.17 : (a) neither the CompanyARM, its professional employees, nor either Shareholder the Xxxxxxxx Seller or the Xxxxxx Seller has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the CompanyARM’s business or property which has been denied by an insurance agency or carrier; and (b) the CompanyARM, its professional employees and the Shareholder Xxxxxxxx Seller and the Xxxxxx Seller have been continuously insured for professional malpractice claims during the same period. The ARM Disclosure Schedule 5.17 4.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 Dollars ($5,000) per occurrence filed by the CompanyARM, its professional employees or the Shareholder Xxxxxxxx Seller or the Xxxxxx Seller during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in the ARM Disclosure Schedule 5.174.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the CompanyARM, the ShareholderXxxxxxxx Seller or the Xxxxxx Seller, nor to the ShareholderXxxxxxxx Seller’s Best Knowledge or the Xxxxxx Seller’s Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company ARM nor the Shareholder Xxxxxxxx Seller or the Xxxxxx Seller have repudiated any provision thereof and no other party to the policy has repudiated any provision 44 thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company ARM nor the Shareholder Xxxxxxxx Seller or the Xxxxxx Seller have received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Xxxxxxxx Seller or the Xxxxxx Seller nor the Company ARM has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company ARM has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Section 3.18 of the Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 3.18 of the Disclosure Schedule 5.17 : (a) Schedule, neither the Company, nor its professional employees, nor either Shareholder hasthe Shareholders have, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s 's business or property which has been denied by an insurance agency or carrier; and (b) . Section 3.18 of the Company, its professional employees and the Shareholder have been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand Dollars and No/100 Dollars ($5,0005,000.00) per occurrence filed by the Company, its professional the Company's employees or the Shareholder Shareholders during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Section 3.18 of the Disclosure Schedule 5.17Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best KnowledgeShareholders, other health care professionals or nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would or permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has not repudiated any provision thereof and no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) underwriters of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has not received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder Shareholders nor the Company has received any written notice, notice from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.

Insurance; Malpractice. Disclosure Schedule 5.17 contains a list and brief description of all policies or binders of fire, liability, product liability, workers compensation, health and other forms of insurance policies or binders currently in force insuring against risks to which the Company has been a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Date. Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of the Shareholder, the Company, and the Company’s professional employees and all predecessor policies in effect. Except as set forth on Disclosure Schedule 5.17 : (a) neither the Company, its professional employees, nor either the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to the Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, its professional employees and the Shareholder have has been continuously insured for professional malpractice claims during the same period. Disclosure Schedule 5.17 also sets forth a list of all claims for any insured loss in excess of Five Thousand and No/100 00/100 Dollars ($5,000) per occurrence filed by the Company, its professional employees or the Shareholder during the five (5) years immediately preceding the Closing Date, including workers compensation, general liability, environmental liability and professional malpractice liability claims. With respect to each insurance policy listed in Disclosure Schedule 5.17: (i) the policy is legal, valid, binding, enforceable, and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; (iii) neither the Company, the Shareholder, nor to the Shareholder’s Best Knowledge, other health care professionals or any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and to the Shareholder’s Knowledge no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company nor the Shareholder have has repudiated any provision thereof and to the Knowledge of the Shareholder no other party to the policy has repudiated any provision thereof; (v) there is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriter(s) of such policies or any notice that a defense will be afforded with reservation of rights; (vi) neither the Company nor the Shareholder have has received: (A) any notice that any issuer of any such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated; or (B) any other indication that such policies are no longer in full force and effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder; and (vii) neither the Shareholder nor the Company has received any written notice, from or on behalf of any insurance carrier issuing such policies, that there will hereafter be a cancellation, or an increase in a deductible or non-renewal of existing policies. The Company has been covered during the past five (5) years by insurance in scope and amount customary and reasonable for the business in which it has engaged during the aforementioned period.