Common use of Insurance; Malpractice Clause in Contracts

Insurance; Malpractice. of the Disclosure Schedule 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 contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and Alo, the Company, PC and PC’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule: (a) neither the Company, PC, or its professional employees, nor 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 PC’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s professional employees and Drs. Xxxxxx and Alo has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s professional employees or 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: (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, PC, Drs. Xxxxxx or Alo, other health care professionals 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, or permit termination, modification, or acceleration, under the policy; (iv) neither the 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, 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 Drs. Xxxxxx or Alo nor PC or 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 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. 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 Drs. Xxxxxx and Alothe Shareholder, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure ScheduleSchedule 5.17 : (a) neither the Company, PC, or its professional employees, nor Drs. Xxxxxx and Alo either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s its professional employees and Drs. Xxxxxx and Alo has 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 00/100 No/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s its professional employees or Drs. Xxxxxx and Alo 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 ScheduleSchedule 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, PCthe Shareholder, Drs. Xxxxxx or Alonor to the Shareholder’s Best Knowledge, other health care professionals nor 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, or as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo 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, PC, or Drs. Xxxxxx or Alo Company nor the Shareholder 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 Drs. Xxxxxx or Alo the Shareholder 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 and PC have 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. of the Disclosure Schedule 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 is currently a party, a named insured or otherwise the beneficiary of coverage at any time during the five (5) years immediately preceding the Closing Datecoverage. Section 4.17 of the Disclosure Schedule contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and AloShareholder, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effectemployees. Except as set forth on Section 4.17 of the Disclosure Schedule: (a) neither the Company, PC, or its professional employees, Company nor Drs. Xxxxxx and Alo Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PCthe Company’s professional employees employees, and Drs. Xxxxxx and Alo has Shareholder have been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PCthe Company’s professional employees employees, or Drs. Xxxxxx and Alo 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: (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, PCShareholder, Drs. Xxxxxx or Alonor to the Knowledge of Shareholder, other health care professionals 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 to the Knowledge of Shareholder, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo have Company 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, PC, or Drs. Xxxxxx or Alo have Company 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 Drs. Xxxxxx or Alo Shareholder nor PC or 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 cancellation or non-renewal of existing policies. The Company 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. 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 DateTime. Section 4.17 of the Disclosure Schedule 5.17 contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and Alothe Shareholders, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure ScheduleSchedule 5.17 : (a) neither the Company, PC, or its professional employees, nor Drs. Xxxxxx and Alo either Shareholder has, during the five (5) years immediately preceding the Closing DateTime, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s its professional employees and Drs. Xxxxxx and Alo has the Shareholders 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 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s its professional employees or Drs. Xxxxxx and Alo the 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 Section 4.17 of the Disclosure ScheduleSchedule 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, PCthe Shareholders, Drs. Xxxxxx or Alonor to the Shareholders’ Knowledge, other health care professionals nor 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, or as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo Company nor the 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, PC, or Drs. Xxxxxx or Alo Company nor either Shareholder 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 Drs. Xxxxxx or Alo the Shareholders 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 and PC have 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. of the Disclosure Schedule 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 contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and Alothe Shareholder, the Company and the Company, PC and PC’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule: (a) neither the Company, PC, or nor its professional employees, nor Drs. Xxxxxx and Alo the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PCthe Company’s professional employees and Drs. Xxxxxx and Alo the Shareholder has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PCthe Company’s professional employees or Drs. Xxxxxx and Alo 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: (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, PC, Drs. Xxxxxx or Alothe Shareholder, other health care professionals 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, or permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo have Company 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, PC, or Drs. Xxxxxx or Alo have Company 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 Drs. Xxxxxx or Alo the Shareholder nor PC or 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 and PC have 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. 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 Drs. Xxxxxx and Alothe Shareholder, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure ScheduleSchedule 5.17 : (a) neither the Company, PC, or its professional employees, nor Drs. Xxxxxx and Alo either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s its professional employees and Drs. Xxxxxx and Alo has 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 00/100 No/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s its professional employees or Drs. Xxxxxx and Alo 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 ScheduleSchedule 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, PCthe Shareholder, Drs. Xxxxxx or Alonor to the Shareholder’s Knowledge, other health care professionals nor 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, or as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo 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, PC, or Drs. Xxxxxx or Alo Company nor the Shareholder 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 Drs. Xxxxxx or Alo the Shareholder 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 and PC have 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. of the Disclosure Schedule 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 contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and Alothe Member, the Company and the Company, PC and PC’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule: (a) neither the Company, PC, or nor its professional employees, nor Drs. Xxxxxx and Alo the Member has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PCthe Company’s professional employees and Drs. Xxxxxx and Alo the Member has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PCthe Company’s professional employees or Drs. Xxxxxx and Alo the 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: (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, PC, Drs. Xxxxxx or Alothe Member, other health care professionals 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, or permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo have Company 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, PC, or Drs. Xxxxxx or Alo have Company 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 Drs. Xxxxxx or Alo the Member nor PC or 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 and PC have 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. of the Disclosure Schedule 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 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 DateTime. Section 4.17 of the Disclosure Schedule 4.23 contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and Alothe Members, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure ScheduleSchedule 4.17: (a) neither the Company, PC, or its professional employees, nor Drs. Xxxxxx and Alo hasthe Members have, during the five (5) years immediately preceding the Closing DateTime, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s its professional employees and Drs. Xxxxxx and Alo has the Members have been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule 4.23 also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s its professional employees or Drs. Xxxxxx and Alo the 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 Section 4.17 of the Disclosure ScheduleSchedule 4.17: (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, PC, Drs. Xxxxxx or Alothe Members, other health care professionals 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, or permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo Company nor the 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, PC, or Drs. Xxxxxx or Alo Company nor the Members 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 Drs. Xxxxxx or Alo the Members nor PC or 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 and PC have 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. 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 Drs. Xxxxxx and AloShareholder, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure ScheduleSchedule 5.17 : (a) neither the Company, PC, or its professional employees, nor Drs. Xxxxxx and Alo the Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s its professional employees and Drs. Xxxxxx and Alo the Shareholder 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 00/100 No/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s its professional employees or Drs. Xxxxxx and Alo 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 ScheduleSchedule 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, PCthe Shareholder, Drs. Xxxxxx or Alonor to the Shareholder’s Best Knowledge, other health care professionals nor 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, or as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo have Company nor the Shareholder 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, PC, or Drs. Xxxxxx or Alo have not Company nor the Shareholder 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 Drs. Xxxxxx or Alo the Shareholder 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 and PC have 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. 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 Drs. Xxxxxx and AloShareholders, the Company, PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure ScheduleSchedule 5.17 : (a) neither the Company, PC, or its professional employees, nor Drs. Xxxxxx and Alo either Shareholder has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company, PC, PC’s its professional employees and Drs. Xxxxxx and Alo has the Shareholders 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 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PC’s its professional employees or Drs. Xxxxxx and Alo the 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 4.17 of the Disclosure ScheduleSchedule 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, PCthe Shareholders, Drs. Xxxxxx or Alonor to the Shareholders’ Knowledge, other health care professionals nor 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, or as would permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo Company nor the 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, PC, or Drs. Xxxxxx or Alo Company nor either Shareholder 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 Drs. Xxxxxx or Alo the Shareholders 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 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. of the Disclosure Schedule 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 contains a description of all current malpractice liability insurance policies of Drs. Xxxxxx and Alothe Shareholder, the Company, the New PC and PCthe Company’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule: (a) neither the Company, the New PC, or nor its professional employees, nor Drs. Xxxxxx and Alo 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, the New PC, PCthe Company’s professional employees and Drs. Xxxxxx and Alo the Shareholder has been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PCthe Company’s professional employees or Drs. Xxxxxx and Alo 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: (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 New PC, Drs. Xxxxxx or Alothe Shareholder, other health care professionals 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, or permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo have Company 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, PC, or Drs. Xxxxxx or Alo have Company 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 Drs. Xxxxxx or Alo nor PC the New PC, the Shareholder or the Company has not 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 and PC have 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. of the Disclosure Schedule 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 contains a description of all current malpractice [malpractice] liability insurance policies of Drs. Xxxxxx and Alothe Shareholder, the Company and the Company, PC and PC’s professional employees and all predecessor policies in effect. Except as set forth on Section 4.17 of the Disclosure Schedule: (a) neither the Company, PC, or nor its professional employees, nor Drs. Xxxxxx and Alo the Shareholders has, during the five (5) years immediately preceding the Closing Date, filed a written application for any insurance coverage relating to PCthe Company’s business or property which has been denied by an insurance agency or carrier; and (b) the Company and the Company, PC, PC’s professional employees and Drs. Xxxxxx and Alo has have been continuously insured for professional malpractice claims during the same period. Section 4.17 of the Disclosure Schedule also sets forth a list of all claims for any insured loss in excess of Five Thousand and 00/100 Dollars ($5,000) per occurrence filed by the Company, PC, PCor the Company’s professional employees or 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: (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, PC, Drs. Xxxxxx or Alothe Shareholder, other health care professionals 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, or permit termination, modification, or acceleration, under the policy; (iv) neither the Company, PC, or Drs. Xxxxxx or Alo have Company 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, PC, or Drs. Xxxxxx or Alo have Company 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 Drs. Xxxxxx or Alo the Shareholders nor PC or 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 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.