Common use of Insurance Policies Clause in Contracts

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules Professional and each of its Subsidiaries maintain in full force and effect insurance policies and bonds in such amounts and against such liabilities and hazards of the types and amounts as (i) it reasonably believes to be adequate for its business and operations and the value of its properties, and (ii) it reasonably believes are comparable to those maintained by other banking organizations of similar size and complexity. A true and complete list and briefly describe the Company's of all such insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5attached as Section 3.3(t) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies")Disclosure Letter. All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or Neither Professional nor any of its Affiliates Subsidiaries is a party or by which now liable for, nor has Professional nor any such Subsidiary received notice of, any material retroactive premium adjustment. Professional and each of its Subsidiaries are in compliance in all material respects with their respective insurance policies and are not in Default under any of them may be boundthe terms thereof and each such policy is valid and enforceable and in full force and effect, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company neither Professional nor any Company Subsidiary nor any officer or director thereof of its Subsidiaries has received any notice of a material premium increase or other written communication from cancellation with respect to any issuer of its insurance policies or bonds and, except for policies insuring against potential liabilities of officers, directors and employees of Professional and its Subsidiaries, Professional or its Subsidiaries are the sole beneficiary of any Current Policy cancelling such policy, materially increasing and all premiums and other payments due under any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policypolicy have been paid, and all required notices claims thereunder have been given and all known potential or actual claims under any Insurance Policy have been presented filed in due and timely fashion. Within the five last three (53) years preceding the Agreementyears, neither the Company nor none of Professional or any Company Subsidiary has filed a written application for of its Subsidiaries have been refused any professional liability basic insurance coverage which has been denied by an insurance agency sought or carrier. The Disclosure Schedules also set forth a list applied for (other than certain exclusions for coverage of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company certain events or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance circumstances as stated in such types policies), and amounts neither Professional nor the Bank has any reason to believe that its existing insurance coverage cannot be renewed as are customary for such a physician practicing and when the same type of medicine shall expire, upon terms and conditions standard in the same geographic areamarket at the time renewal is sought as favorable as those presently in effect.

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list Kinderhook and briefly describe the Company's each of its Subsidiaries maintains in full force and effect insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business and bonds in such amounts and against such liabilities and hazards of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding types and enforceable policies, except amounts as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide it reasonably believes to be adequate insurance coverage for its business and operations and the assets, value of its properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for comparable to those maintained by other banking organizations of similar size and complexity. Section 3.2(s) of the Kinderhook Disclosure Letter sets forth a true and complete list of all such insurance policies. Neither Kinderhook nor any of its Subsidiaries is now liable for, nor has any such member received notice of, any material retroactive premium adjustment. Kinderhook and its Subsidiaries are in compliance in all material respects with legal their insurance policies and contractual requirements to which are not in Default under any of the Company terms thereof, each such policy is in full force and effect, none of Kinderhook or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof Subsidiaries has received any notice of a material premium increase or other written communication from involuntary cancellation with respect to any issuer of its insurance policies or bonds and, except for policies insuring against potential liabilities of officers, directors and employees of Kinderhook and its Subsidiaries, Kinderhook or one of its Subsidiaries is the sole beneficiary of any Current Policy cancelling such policy, materially increasing and all premiums and other payments due under any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policypolicy have been paid, and all required notices claims thereunder have been given and all known potential or actual claims under any Insurance Policy have been presented filed in due and timely fashion. Within the five last three (53) years preceding the Agreementyears, neither the Company nor none of Kinderhook or any Company Subsidiary of its Subsidiaries has filed a written application for been refused any professional liability basic insurance coverage which has been denied by an insurance agency sought or carrier. The Disclosure Schedules also set forth a list applied for (other than certain exclusions for coverage of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company certain events or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance circumstances as stated in such types policies), and amounts Kinderhook has no reason to believe that its existing insurance coverage cannot be renewed as are customary for such a physician practicing and when the same type of medicine shall expire, upon terms and conditions standard in the same geographic areamarket at the time renewal is sought as favorable as those presently in effect.

Insurance Policies. The Disclosure Schedules list Merchants and briefly describe the Company's each of its Subsidiaries maintains in full force and effect insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business and bonds in such amounts and against such liabilities and hazards of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding types and enforceable policies, except amounts as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide it reasonably believes to be adequate insurance coverage for its business and operations and the assets, value of its properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for comparable to those maintained by other banking organizations of similar size and complexity. Section 3.2(s) of the Merchants Disclosure Letter sets forth a true and complete list of all such insurance policies. Neither Merchants nor any of its Subsidiaries is now liable for, nor has any such member received notice of, any material retroactive premium adjustment. Merchants and its Subsidiaries are in compliance in all material respects with legal their insurance policies and contractual requirements to which are not in Default under any of the Company terms thereof, each such policy is in full force and effect, none of Merchants or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof Subsidiaries has received any notice of a material premium increase or other written communication from involuntary cancellation with respect to any issuer of its insurance policies or bonds and, except for policies insuring against potential liabilities of officers, directors and employees of Merchants and its Subsidiaries, Merchants or one of its Subsidiaries is the sole beneficiary of any Current Policy cancelling such policy, materially increasing and all premiums and other payments due under any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policypolicy have been paid, and all required notices claims thereunder have been given and all known potential or actual claims under any Insurance Policy have been presented filed in due and timely fashion. Within the five last three (53) years preceding the Agreementyears, neither the Company nor none of Merchants or any Company Subsidiary of its Subsidiaries has filed a written application for been refused any professional liability basic insurance coverage which has been denied by an insurance agency sought or carrier. The Disclosure Schedules also set forth a list applied for (other than certain exclusions for coverage of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company certain events or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance circumstances as stated in such types policies), and amounts Merchants has no reason to believe that its existing insurance coverage cannot be renewed as are customary for such a physician practicing and when the same type of medicine shall expire, upon terms and conditions standard in the same geographic areamarket at the time renewal is sought as favorable as those presently in effect.

Insurance Policies. The Disclosure Schedules (a) Schedule 4.13(a) contains a complete and correct list and briefly describe of all insurance policies relating to the Company's policies Business, the Assets or the Assumed Liabilities carried by or for the benefit of insurance to which the Company Parent or any Company Subsidiary Seller, specifying the insurer, policy number, amount of and nature of coverage, the risk insured against, the deductible amount (if any) and the date through which coverage will continue by virtue of premiums already paid. The Parent and Sellers maintain insurance with reputable insurers for the Business and Assets against all risks normally insured against, and in amounts normally carried, by corporations of similar size engaged in similar lines of business and such coverage is a party sufficient. All insurance policies and bonds with respect to the Business, Assets and the Assumed Liabilities are in full force and effect and will be maintained by the Parent or under which Sellers in full force and effect as they apply to any matter, action or event relating to each Seller, the Company Business, Assets and the Assumed Liabilities occurring through the Closing Date and the Parent and Sellers have not reached or exceeded their policy limits for any Company Subsidiary, officer or director thereof is or has been covered insurance policies in effect at any time during the last past five (5) years preceding years. There is no claim by the date of this Agreement relating to the business of the Company Parent or any Company Subsidiary (Seller pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the "Insurance Policies")underwriters of such policies or bonds or in respect of which such underwriters have reserved their rights. All of the Insurance Policies are valid, outstanding premiums payable under all such policies and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently bonds have been timely paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment Parent and Sellers have otherwise complied fully with the terms and conditions of all premiums such policies and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPbonds. Neither the Company Parent nor any Company Subsidiary nor Seller has any officer or director thereof has received any notice or other written communication from any issuer Knowledge of any Current Policy cancelling such policythreatened termination of, materially increasing any deductibles or retained amounts thereunderpremium increase with respect to, or materially increasing the annual material alteration of coverage under, any of such policies or other premiums payable thereunder andbonds. (b) Schedule 4.13(b) contains a true, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, correct and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a complete list of all claims under any Insurance Policy in excess policies of $10,000 per occurrence filed liability, theft, fidelity, business interruption, life, fire, product liability, professional liability, workers compensation, health and other material forms of insurance required to be held by the Company Parent and each Seller pursuant to any Contract with a customer, vendor, payor or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areasupplier.

Insurance Policies. The Company Disclosure Schedules Letter contains a complete and correct list of the Company Insurance Policies. The Company has delivered or made available to Parent prior to the date hereof a complete and briefly describe accurate list of all insurance policies in force naming the Company's policies Company or any of insurance to the Subsidiaries or employees thereof as an insured or beneficiary or as a loss payable payee or for which the Company or any Subsidiary has paid or is obligated to pay all or part of the premiums. With respect to each Company Subsidiary is a party or under which Insurance Policy, the Company or any Company SubsidiaryDisclosure Letter specifies (a) the insurer, officer or director thereof is or has been covered at any time during (b) the last five amount of and nature of coverage, (5c) years preceding the risk insured against, (d) the deductible amount (if any) and (e) the date through which coverage will continue by virtue of this Agreement relating to premiums already paid. The Company and the business Subsidiaries have, and, all times since the Spin-Off Date, have had, in effect insurance coverage with reputable insurers which, in respect of amounts, premiums, types and risks insured, the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited believes constitutes reasonable coverage against all risks customarily insured against by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties corporations comparable in size and operations of to the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPSubsidiaries. Neither the Company nor any Subsidiary has reached or exceeded its policy limits for any insurance policies in effect at any time during the past five years. Neither the Company Subsidiary nor any officer Subsidiary is required to maintain pursuant to any agreement or director thereof has received otherwise, and does not maintain, insurance with respect to any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, Customer Inventory. With respect to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any each Company Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5i) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a received written application for notice of any professional liability insurance coverage which has been denied by an insurance agency pending or carrier. The Disclosure Schedules also set forth a list threatened cancellation or premium increase (retroactive or otherwise) with respect thereto; (ii) the policy is legal, valid, binding, enforceable and in full force and effect; (iii) the policy will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms through the Closing and following the consummation of all claims under the transactions contemplated herein; (iv) neither the Company, any Subsidiary, nor any other party to any Company Insurance Policy is in excess breach or default (including with respect to the payment of $10,000 per occurrence premiums or giving of notices), and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default, or permit termination, modification or acceleration, under such policy; (v) no party has repudiated any provision thereof; (vi) there are no pending claims against such insurance as to which insurers are defending under reservation of rights or have denied liability; and (vii) there exists no claim under such insurance policy that has not been properly filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee hasSubsidiary, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine except in the same geographic areacase of clauses (ii) through (vii) above as would not, individually or in the aggregate, have a Company Material Adverse Effect.

Insurance Policies. The Disclosure Schedules Section (d) of Schedule B sets forth a list that is accurate and briefly describe the Company's complete in all material respects of all policies of insurance maintained, owned, held by or providing coverage to which Pneumo Abex, other than contracts of insurance that are unlikely ever to cover a material claim or group of claims against Pneumo Abex (collectively, the Company “Insurance Contracts”). To the knowledge of each of the officers of Pneumo Abex or any Company Subsidiary is a party or under which Mafco Worldwide, the Company or any Company SubsidiaryInsurance Contracts are valid and binding in accordance with their terms, officer or director thereof is or has been covered at any time during and in full force and effect, and will continue in effect after the last five (5) years preceding the date of this Agreement relating Closing, except to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, extent (i) provide adequate insurance coverage for the assets, properties and operations available limits under the Insurance Contracts have been eroded before the Closing Date by the payment of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliatesclaims, (ii) are sufficient for compliance the insurer has commenced or had commenced against it prior to the Closing Date an insolvency or liquidation proceeding or a scheme of arrangement (each, an “Insurer Insolvency Proceeding”) or (iii) the Insurance Contracts have been compromised or settled in connection with legal and contractual requirements to which environmental coverage disputes managed by Pepsi-Cola Metropolitan Bottling Company, Inc. or its predecessors in interest (collectively, “Pepsi”) or coverage disputes involving Pneumo Abex Asbestos Claims (collectively, the Company “Coverage Disputes”). Neither Pneumo Abex nor any of its Affiliates has received written notice (other than any notice delivered as part of the Coverage Disputes or any Insurer Insolvency Proceeding) that (i) Pneumo Abex has breached or defaulted under any of such Insurance Contracts, or (ii) any event has occurred that would permit termination, modification, acceleration or repudiation of such Insurance Contracts. To the knowledge of each of the officers of Pneumo Abex or Mafco Worldwide, neither Pneumo Abex nor any of its Affiliates is in default in any material respect under any Insurance Contract, nor has Pneumo Abex or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up failed to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received give any notice or other written communication from any issuer of any Current Policy cancelling material claim under such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented Contract in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business Set forth in Section 3.22 of the Company or any Company Subsidiary (the "Insurance Policies"). All Disclosure Schedules is a complete and correct list of the Insurance Policies are valid, outstanding all material fidelity bonds and enforceable insurance policies, including, without limitation, property, general liability, product liability, title and umbrella insurance policies and any self-insurance programs (except as may be limited by applicable bankruptcyany employee benefit plans), insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations benefit of the Company and its Affiliates Subsidiaries (collectively, the “Insurance Policies”), including for all risks normally insured against by a Person carrying on a each of the Insurance Policies, the coverage line, policyholder, insurer(s), policy number, policy period, limits, deductible / retention and premium. Complete and correct copies of the Insurance Policies have been made available to Buyer. All Insurance Policies, or insurance policies providing substantially similar business or businesses comparable coverage, have been continuously in effect since January 1, 2021 and remain in full force and effect for such amounts as the Company and its Affiliates, (ii) are sufficient for compliance with legal all requirements of Applicable Law and contractual requirements all Material Contracts to which the Company or any of its Affiliates Subsidiaries is a party or by which any they are bound. Except as set forth in Section 3.22 of them may be boundthe Company Disclosure Schedules, and (iii) shall be maintained in force (including the payment limits of all Insurance Policies are fully in place without any erosion. All premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of payable under all Insurance Policies have been provided timely paid in full, and the Company and its Subsidiaries have otherwise materially complied with all of the terms and conditions of all Insurance Policies, including with respect to APPgiving of timely and otherwise valid notice of any material claim, occurrence or other matter under any Insurance Policies in accordance with the terms thereof. There have been no material claims made under any Insurance Policies (or predecessor insurance policies) at any time during the two-year period prior to the date hereof, and there are no material claims pending under any Insurance Policies (or predecessor insurance policies). Neither the Company nor any Company Subsidiary nor any officer or director thereof of its Subsidiaries has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five Policies denying, disputing or reserving rights with respect to any claim (5or coverage with respect thereto) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed made by the Company or any Company Subsidiary of its Subsidiaries or regarding the termination, cancellation, non-renewal, or material amendment of, or material premium increase with respect to, any Insurance Policy, in each case, at any time during the immediately preceding threetwo-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing period prior to the same type of medicine in the same geographic areadate hereof.

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5a) years preceding the date of this Agreement relating to the business Section 4.17(a)(i) of the Company or any Disclosure Schedule sets forth a list of all insurance policies in force with respect to the Company Subsidiary (and its Subsidiaries as of the "Insurance Policies")date hereof. All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all due premiums with respect thereto which are due have been paid in full and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as Subsidiaries are otherwise in material compliance with the terms and provisions thereof. All such policies are in full force and effect. The Company and its AffiliatesSubsidiaries have not received written notice of default under any such policy, nor, have they received written notice of any pending or threatened refusal to renew, termination or cancellation, coverage limitation or reduction, or any material increase in the premium or deductible with respect to any such policy. (iib) To the Company’s Knowledge, all physicians providing medical director services maintain medical malpractice insurance coverage as required by the applicable medical director agreements and neither the Company nor any Subsidiary has received any written notice of any pending or threatened termination or cancellation, coverage limitation or reduction, or material premium or deductible increase with respect to any such policy. (c) Copies of each insurance policy set forth on Section 4.17(a)(i) of the Company Disclosure Schedule as of the date hereof have been made available to the Purchaser (including copies of all material written amendments, supplements and other modifications thereto or waivers of rights thereunder). None of the policy limits of such insurance have been exhausted. During the last three (3) years, neither the Company nor any of its Subsidiaries has been refused any insurance with respect to its assets, personnel, properties or businesses. Except as set forth on Section 4.17(c) of the Company Disclosure Schedule, no individual claims in excess of $200,000 individually, or Two Million Dollars ($2,000,000) in the aggregate, are sufficient for compliance with legal and contractual requirements pending under any insurance policies relating to which the Company or any of its Affiliates is a party or by Subsidiaries for which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder andcoverage, to the knowledge of the Company’s Knowledge, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an the underwriters under such insurance agency or carrierpolicies. The Disclosure Schedules also Except as set forth a list on Section 4.17(c) of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company Disclosure Schedule, no letters of credit have been posted or cash restricted for the benefit of any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice such insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areapolicies.

Insurance Policies. Schedule 2.25 sets forth a description of each insurance policy maintained by the Company or its Subsidiaries with respect to its properties, assets and businesses (the “Insurance Policies”) setting forth the type of coverage, the annual premiums, deductibles and coverage amounts therefor and an indication whether such policy is on a “claims made” or “occurrence” basis, and each such policy is in full force and effect as of the Closing. The Disclosure Schedules list Insurance Policies collectively constitute all of the insurance policies necessary to operate the Business in the Ordinary Course of Business. Neither Seller nor the Company nor any of its Subsidiaries have received any written notice from any insurance carrier or any other Person of any, and, to Seller’s Knowledge, there is no, violation, suspension, revocation or non-renewal of any of the Insurance Policies. All premiums and briefly describe other charges due in connection with the Company's policies of Insurance Policies have been timely paid by the Company or its Subsidiaries through the Closing Date. At no point during the three years prior to the Closing Date has the Company or any Subsidiary been refused any insurance with respect to its business or assets, nor has coverage been limited by any insurance carrier to which the Company or any Company Subsidiary is a party has applied for insurance or under with which the Company or any Company Subsidiary, officer or director thereof is or Subsidiary has been covered at any time during the last five (5) years preceding the date of this Agreement carried insurance. No event relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All has occurred that could reasonably be expected to result in an upward adjustment in premiums under any of the Insurance Policies are validPolicies. Immediately following the Closing (and subject to termination thereafter by the Company), outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained will remain in full force and effect and will be unaffected by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations consummation of the transactions contemplated by this Agreement. The Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business Subsidiaries do not have any self-insurance or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability co-insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaprograms.

Insurance Policies. The Disclosure Schedules list (a) All policy and briefly describe contract forms on which any Company Insurance Subsidiary has issued an Insurance Contract and all amendments, applications, marketing materials, brochures, illustrations and certificates pertaining thereto have, to the Company's policies of insurance extent required by applicable Law, been approved by all applicable Governmental Entities or filed with such Governmental Entities, subject to which such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or any Company Subsidiary is a party or under which Insurance Subsidiaries have marketed, sold and issued the Company or any Company SubsidiaryInsurance Contracts in compliance with applicable Law, officer or director thereof is or has been covered at any time during the last five including (5i) years preceding the date all applicable requirements and prohibitions relating to suitability of this Agreement sales and replacement of policies and annuity products, (ii) all applicable requirements relating to the business disclosure of the nature of insurance products as policies of insurance, (iii) all applicable requirements relating to insurance product projections and illustrations and (iv) all applicable requirements relating to the advertising, sales and marketing of insurance and annuity products and guaranteed investment contracts. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its SAP Financial Statements to the extent required under applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Insurance Contract to which it is a party, (ii) none of the Company or any Company Subsidiary (Insurance Subsidiaries or, to the "Insurance Policies"). All Knowledge of the Company, any reinsurer under any Insurance Policies are validContract is insolvent or the subject of a rehabilitation, outstanding and enforceable policiesliquidation, except as may be limited by applicable bankruptcyconservatorship, insolvency receivership, bankruptcy or similar laws affecting creditors' rights generally or proceeding and the availability financial condition of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, (iii) no written notice of intended cancelation has been received by the Company or any Company Insurance Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or from any of its Affiliates is a party or by which any of them may be boundsuch reinsurer, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims disputes under any Insurance Policy Contract and (iv) all reinsurance premiums due under the Insurance Contracts have been presented paid in due full or were adequately accrued or reserved for in accordance with SAP. (d) All premium rates, rating plans and timely fashion. Within policy terms in use by each Company Insurance Subsidiary with respect to any Insurance Contracts, where required to be filed with or approved by any Insurance Regulator, have been approved by the five applicable Insurance Regulator or have been filed and not objected to by such Insurance Regulator within the period provided by applicable law for objection, and such rates conform thereto, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (5e) years preceding As of the Agreementdate hereof, neither the Company nor there are no material unpaid claims or assessments made with respect to any Insurance Contracts against any Company Insurance Subsidiary has filed a written application for by any professional liability state insurance coverage which has been denied by an guaranty associations or other similar organizations in connection with such association’s insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaguaranty fund.

Insurance Policies. The Disclosure Schedules list Schedule 2.17 hereto lists and briefly describe the describes Company's and Subsidiaries' policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company Company, any Subsidiary, or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business businesses of the Company or any Company Subsidiary and Subsidiaries (the "Insurance Policies"). All of premiums with respect to the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary and/or Subsidiaries ("Current Policies") ), taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is Subsidiaries are a party or by which any of them Company and/or Subsidiaries may be bound, bound and (iiiii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Effective Date. True, complete and correct copies of all Insurance Current Policies have been provided to APPAPPM. Neither the Company nor any Company Subsidiary Company, Subsidiaries nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling canceling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Companythereunder, no such cancellation or increase of deductibles, retainages retainers or premiums is threatened, and no basis for any such cancellation or increase exists. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company Company, Subsidiaries, nor any Company Subsidiary has Shareholders have filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Schedule 2.17 also set sets forth a list of all claims under any Insurance Policy in excess of $10,000 2,500 per occurrence filed by the Company Company, Subsidiaries, or any Company Subsidiary Shareholders during the immediately preceding three-year period. Each Physician Employee physician contractor has, at all times while a Physician Employeephysician contractor, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine radiology in the same geographic area.

Insurance Policies. The Disclosure Schedules list Schedule 5.20 lists and briefly describe the Companydescribes LXL's policies of insurance to which the Company or any Company Subsidiary LXL is a party or under which the Company LXL or any Company Subsidiaryofficer, officer Partner or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary LXL (the "Insurance Policies"). All Except as set forth in Schedule 5.20, all of the Insurance Policies are issued by insurers that are financially sound and reputable, and are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary LXL ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates LXL for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its AffiliatesLXL, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates LXL is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their termsterms without interruption) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company Except as set forth in Schedule 5.20, neither LXL nor any Company Subsidiary nor any officer of its Partners, officers or director thereof directors has received any notice or other written communication from any issuer of any Current Policy cancelling canceling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanyLXL and its Partners, no such cancellation or increase of deductibles, retainages or premiums is threatened. There Except as set forth in Schedule 5.20, there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the AgreementExcept as set forth in Schedule 5.20, neither the Company nor any Company Subsidiary since January 1, 1993, LXL has not filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Schedule 5.20 also set sets forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary LXL during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list True and briefly describe the Company's complete copies of all policies of fire, casualty, liability, product liability, burglary, fidelity, worker's compensation, life, vehicular and other forms of insurance to which held by or on behalf of the Company or any the Subsidiaries have been made available to the Parent or its representatives. All premiums due and payable for such insurance have been duly paid, and such policies, or extensions, renewals or replacements (on comparable terms to the extent available) thereof, in such amounts will be outstanding and in full force and effect without interruption up to the Closing Date. Such policies insure against all risks and liabilities to an extent and in a manner customarily insured against by persons operating comparable properties, assets or businesses in the same geographic locations. The Company Subsidiary is has made available to the Parent a party brief description (specifying the insurer and the policy number or covering note number with respect to binders, describing each pending claim thereunder of more than $25,000, setting forth the aggregate amounts paid out under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding each such policy through the date hereof and the aggregate limit, if any, of this Agreement relating to the business insurer's liability thereunder) of all policies or binders of fire, liability, worker's compensation, vehicular and other insurance held by or on behalf of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or Subsidiaries. The Company has made available to the availability of equitable remedies and all premiums Parent with respect thereto which are due to each policy a list and payable are currently paid. All Insurance Policies currently maintained brief description of all claims in excess of $25,000 (exclusive of claims under medical and dental policies) made by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company Subsidiaries during the Company's past two fiscal years and its Affiliates the amount paid out under each policy with respect to such claims. None of the Company, any of the Subsidiaries or any of the Sellers has any Knowledge of any facts or of the occurrence of any event that is reasonably likely to form the basis for all risks normally insured any material claim against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or the Subsidiaries which will not be fully covered by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPsuch policies. Neither the Company nor any Company Subsidiary nor any officer or director thereof of the Subsidiaries has received any written notice or other written communication from any issuer of its insurance carriers that any Current Policy cancelling such policy, insurance premiums will be materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine increased in the same geographic areafuture.

Insurance Policies. The Disclosure Schedules list and briefly describe the CompanyLexington's policies of insurance to which the Company Lexington or any Company Partnership Subsidiary is a party or under which the Company Lexington or any Company Partnership Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company Lexington or any Company Partnership Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company Lexington or any Company Partnership Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company Lexington and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company Lexington and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company Lexington or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company Lexington nor any Company Partnership Subsidiary nor any officer or director partner thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanySeller and Lexington, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company Lexington nor any Company Partnership Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company Lexington or any Company Partnership Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules Except as described on Schedule 5.16, all of the assets and business of each Company are insured in such amounts and against such losses, casualties or risks as are customary for similar properties and businesses, and the Company has maintained such insurance continuously from the earlier of (i) the date of its inception and (ii) the date of inception of any of its predecessors. Schedule 5.16 sets forth a complete and accurate list and briefly describe the description of all insurance policies in force naming each Company's policies of insurance to , or any employee thereof, as an insured or beneficiary or as a loss payee or for which the Company has paid or any Company Subsidiary is a party obligated to pay all or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business part of the Company or any Company Subsidiary (the "Insurance Policies")premiums, including, without limitation, all liability, malpractice, fire, health and life insurance policies. All such policies are in full force and effect and the premiums due thereon have been timely paid. No Company has received notice of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency any pending or similar laws affecting creditors' rights generally threatened termination or the availability of equitable remedies and all premiums premium increase (retroactive or otherwise) with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken togetherthereto, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Companies and the Owners, each Company is in compliance with all conditions contained therein. Except as set forth on Schedule 5.16, there are no pending claims against such insurance by any Company as to which insurers are defending under reservation of rights or have denied liability, and except as set forth on Schedule 5.16, there exists no claim under such insurance that has not been properly filed by any Company. To the knowledge of the Companies and the Owners, no such cancellation or increase of deductibles, retainages or premiums is threatened. There there are no outstanding claims, settlements or premiums owed against unfulfilled requirements or recommendations of any Insurance Policy, insurance company insuring any Company regarding any repairs to or work to be performed with respect to the assets of such Company. Each Company has complied with any such requirements and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither recommendations as to which the Company nor any Company Subsidiary has filed received notice. Schedule 5.16 contains a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list listing of all claims under made and loss histories in respect of any Insurance Policy in excess of $10,000 per occurrence filed insurance maintained by the each Company or any Company Subsidiary predecessor during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areapast three (3) years.

Insurance Policies. The Disclosure Schedules Company and the Subsidiaries have insurance policies in full force and effect in such amounts as are set forth on Schedule 4.19, which includes a list and briefly describe description of all insurance policies in force naming the Company's Company or the Subsidiaries, or any employees thereof in their capacity as such, as an insured or beneficiary or as a loss payable payee, or for which the Company or any of the Subsidiaries has paid or is obligated to pay all or part of the premiums. The Company and the Subsidiaries have insurance policies in full force and effect for such amounts as are sufficient for all requirements of insurance Law and all Contracts to which the Company or any Company Subsidiary of the Subsidiaries is a party party, except as would not constitute a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in breach or under which default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or materially adverse modification of, any of such insurance policies. No written notice of cancellation, non-renewal, or termination with respect to, or disallowance of any material claim under, any of the insurance policies of the Company or the Subsidiaries has been received by the Company or any Subsidiary in the past five (5) years. There are no pending or, to the Knowledge of the Company, threatened material claims as to which the insurers have denied coverage. To the Knowledge of the Company, neither the Company Subsidiary, officer or director thereof is or nor any of the Subsidiaries has been covered at refused any time insurance, nor has the coverage of the Company or any of the Subsidiaries been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance during the last five (5) years preceding years. The Company has made available to Buyer prior to the date of this the Prior Agreement relating to the business a true and complete copy of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate each insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also policy set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaon Schedule 4.19.

Insurance Policies. The Disclosure Schedules (a) Except as described on Schedule 5.16, all of the assets and business of the Company and the Subsidiaries are insured in such amounts and against such losses, casualties or risks as are customary for similar properties and businesses, and the Company and the Subsidiaries have maintained such insurance continuously from the earlier of (i) the date of inception and (ii) the date of inception of any of their predecessors. Schedule 5.16 sets forth a complete and accurate list and briefly describe description of all insurance policies in force naming the Company's policies Company or any Subsidiary, or any employee of insurance to the Company or any Subsidiary, as an insured or beneficiary or as a loss payee or for which the Company or any Company Subsidiary has paid or is a party obligated to pay all or under which part of the premiums, including, without limitation, all liability, malpractice, fire, health and life insurance policies, and, except as set forth on Schedule 5.16, the Company and the Subsidiaries have maintained such insurance policies, or any Company Subsidiarypolicies providing substantially the same coverage, officer or director thereof is or has been covered at any time during since the last five (5) years preceding the date of this Agreement relating to the business inception of the Company or any Company the Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates their predecessors. Schedule 5.16 sets forth the name of the insurer, the type of policy, whether it is a party "claims made" or by which any "occurrence" based policy, the risks covered thereby, the amount of them may be boundpremiums, the term of each policy, the policy number, the amounts of coverage, the deductibles in each case and (iii) shall be maintained all outstanding claims thereunder. All policies listed on Schedule 5.16 are in full force (including and effect and the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies due thereon have been provided to APPtimely paid. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policypending or threatened termination or premium increase (retroactive or otherwise) with respect thereto, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, the Company and the Subsidiaries are in compliance with all conditions contained therein. Except as set forth on Schedule 5.16, there are no pending claims against such cancellation insurance by the Company or increase any Subsidiary as to which insurers are defending under reservation of deductiblesrights or have denied liability, retainages and except as set forth on Schedule 5.16, there exists no claim under such insurance that has not been properly filed by the Company or premiums is threateneda Subsidiary. There To the knowledge of the Company, there are no outstanding claims, settlements or premiums owed against unfulfilled requirements or recommendations of any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither insurance company insuring the Company nor or any Subsidiary regarding any repairs to or work to be performed with respect to the assets of the Company or any Subsidiary. The Company and the Subsidiaries have complied with any such requirements and recommendations as to which the Company or a Subsidiary has received notice. Schedule 5.16 contains a listing of all claims made and loss histories in respect of any insurance maintained by the Company, the Subsidiaries or any of their predecessors during the past three (3) years. (b) To the knowledge of the Company and except as set forth on Schedule 5.16(b): (i) none of the licensed professional employees or agents of Company and the Subsidiaries and none of the licensed professionals with privileges to use any facilities of the Company or any Subsidiary has, in the last seven (7) years, filed a written application for any professional liability malpractice insurance coverage which that has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list ; (ii) such persons have been continuously insured for professional malpractice claims during the same period; (iii) none of all claims such persons is in default with respect to any provisions contained in any such policy; and (iv) none of them has failed to give any notice or present any claim under any Insurance Policy such policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types due time and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areatimely fashion.

Insurance Policies. The Disclosure Schedules list (a) Sellers have maintained in full force and briefly describe effect (i) general and professional liability insurance coverage on a claims-made basis for all periods of their ownership and operation of the Company's Business, and (ii) various policies and forms of insurance insuring the Rights and Assets, which are, in each case, of the type and in the amounts customary and adequate for the Business. In addition, Sellers maintain excess liability insurance on a claims-made basis. Attached hereto as Schedule 2.14(a) are certificates of insurance evidencing such claims-made based coverage. These insurance provisions are subject to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiaryterms, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement conditions and limitations as currently provided by Sellers’ general liability and professional liability insurance programs. Sellers’ insurance relating to the business of the Company or any Company Subsidiary (the "Insurance Policies")Business includes insurance against personal injury, property damage to third persons and medical malpractice. All of the Insurance Policies are valid, outstanding such insurance is in full force and effect and enforceable policiesin accordance with its terms. (b) Sellers are not now in default regarding the provisions of any insurance policy relating to the Business, except as may be limited by applicable bankruptcyincluding, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken togetherwithout limitation, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements failure to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the make timely payment of all premiums due thereon, and compliance with their terms) without interruption up they have not failed to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received file any notice or other written communication from present any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable claim thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within Except as set forth on Schedule 2.14(b), with respect to the five Business, Sellers have not received any notification from any insurance carrier denying or disputing a claim made on any policies, denying or disputing any coverage of any claim, denying or disputing the amount of any claim, or regarding the possible cancellation or material limitation of any policies. (5c) years preceding To the Agreementknowledge of each Seller: (i) none of Sellers’ licensed professional employees, neither agents, or licensed professionals with privileges to use any of the Company nor any Company Subsidiary has facilities of the Business has, in the last seven (7) years, filed a written application for any professional liability malpractice insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list ; (ii) professional employees have been continuously insured for professional malpractice claims during the same period; (iii) none of all claims such persons is in default with respect to any provision contained in any such policy; and (iv) none of them has failed to give any notice or present any claim under any Insurance Policy such policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types due and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areatimely fashion.

Insurance Policies. The Disclosure Schedules list Schedule 5.24 lists and briefly describe the Companydescribes Seller's policies of insurance to which the Company Seller or any Company Subsidiary Affiliate is a party or under which the Company Seller or any Company SubsidiaryAffiliate, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company Seller or any Company Subsidiary of its Affiliates (the "Insurance Policies"). All Except as set forth in Schedule 5.24, all of the Insurance Policies are issued by insurers that are financially sound and reputable, and are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company Seller or any Company Subsidiary Affiliate thereof ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company Seller and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company Seller and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company Seller or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their termsterms without interruption) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company Except as set forth in Schedule 5.24, neither Seller nor any Company Subsidiary of its Affiliates nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling canceling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanySeller and Stockholders, no such cancellation or increase of deductibles, retainages or premiums is threatened. There Except as set forth in Schedule 5.24, there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the AgreementExcept as set forth in Schedule 5.24, since January 1, 1993, neither the Company Seller nor any Company Subsidiary Affiliate thereof has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Schedule 5.24 also set sets forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company Seller or any Company Subsidiary Affiliate thereof during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list Company has in full force and briefly describe the Company's effect, with responsible insurance companies, policies of insurance with respect to which its employees, assets and Business insuring the Company or any Company Subsidiary is a party or under which against such casualties and contingencies and of such types and amounts as are reasonably adequate for the size and scope of the Business conducted and properties held by the Company, and the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except maintains such other insurance as may be limited required by applicable bankruptcylaw and by all contracts to which it is a party. Schedule 2.22 sets forth a description of all policies of insurance that the Company has and maintains in full force and effect, insolvency the annual premiums therefor, the limits of liability, whether such policies are on an occurrence or similar laws affecting creditors' rights generally or the availability of equitable remedies "claims made" basis and all premiums with respect thereto which are due performance bonds and payable are currently paidletters of credit securing such obligations. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties True and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies such policies have previously been delivered to the Buyer. If the Company has any self-insurance arrangement by or affecting the Company, such arrangement shall also be described on Schedule 2.22, including any reserves established thereunder. All premiums due on such policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder paid and, to the knowledge of the CompanyPrincipal Shareholders, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list aggregate amount of all claims under such policies do not exceed policy limits. Neither the Company nor the Sellers has received any Insurance Policy notification from any insurance carrier denying or disputing any claim made by or on behalf of the Company denying or disputing any coverage for any claim, denying or disputing the amount of any claim, or regarding the possible cancellation of any policies. Except as set forth in excess Schedule 2.22, to the knowledge of $10,000 per occurrence filed the Principal Shareholders, there is no reason to believe that any of such policies will not be renewed by the respective insurance carriers with substantially the same coverage. The Company has not received (i) any notice of cancellation of any policy, (ii) any notice that any issuer of such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated, (iii) 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, or (iv) any refusal of coverage or any notice that a defense will be afforded with reservation of rights. All premiums due on such policies have been paid, and the aggregate amount of all claims under such policies do not exceed policy limits. The Company Subsidiary during has given notice to the immediately preceding three-year period. Each Physician Employee has, at insurers of all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaclaims that may be insured thereunder.

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business Section 5.25 of the Company or any Company Subsidiary Disclosure Letter sets forth a description of each insurance policy maintained by the Acquired Corporations with respect to its properties, assets and businesses (the "Insurance Policies")) setting forth the type of coverage, the annual premiums, deductibles and coverage amounts therefor and an indication whether such policy is on a "claims made" or "occurrence" basis, and each such policy is in full force and effect. All To the knowledge of the Vendor, the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and collectively constitute all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as insurance policies necessary to operate the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which Business in the Company or any Ordinary Course of its Affiliates is a party or by which any Business. Copies of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPPurchaser. Neither the Company Vendor nor any Company Subsidiary nor any officer or director thereof has the Acquired Corporations have received any written notice or other written communication from any issuer insurance carrier or any other person of any Current Policy cancelling such policyany, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanyVendor, there is no, violation, suspension, revocation or non-renewal of any of the Insurance Policies. All premiums and other charges due in connection with the Insurance Policies have been timely paid by the Acquired Corporations through the Closing Date. At no point during the three years prior to the Closing Date have the Acquired Corporations been refused any insurance with respect to the Business or their assets, nor has coverage been limited by any insurance carrier to which the Acquired Corporations have applied for insurance or with which the Acquired Corporations have carried insurance. To the knowledge of the Vendor, no such cancellation or increase of deductibles, retainages or event relating to the Acquired Corporations has occurred that could reasonably be expected to result in a material upward adjustment in premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any of the Insurance Policy have been presented Policies. Immediately following the Closing (and subject to termination thereafter by the Acquired Corporations), the Insurance Policies will remain in due full force and timely fashion. Within effect and will be unaffected by the five (5) years preceding consummation of the transactions contemplated by this Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under Acquired Corporations do not have any Insurance Policy in excess of $10,000 per occurrence filed by the Company self-insurance or any Company Subsidiary during the immediately preceding threeco-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaprograms.

Insurance Policies. The (a) Section 5.20(a) of the Seller Disclosure Schedules list and briefly describe the Company's Schedule lists all insurance policies of insurance to which the Company owned or held by any Company Subsidiary is a party Seller or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating otherwise applicable to the business of the Company or any Company Subsidiary Business (the "“Insurance Policies"”). All of the Insurance Policies such policies (or substitute policies with substantially similar terms and underwritten by insurance carriers with substantially similar or higher ratings) are validin full force and effect, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for covering all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption periods up to and including the Closing DateExecution Date have been paid, and no written notice of cancellation or termination (or any other threatened termination) has been received with respect to any such policy. TrueExcept as set forth on Section 5.20(b) of the Seller Disclosure Schedule, complete and correct copies there are no pending, or to Sellers’ Knowledge, threatened claims, or circumstances that might give rise to a claim, under any Insurance Policy. All claims relating to the Purchaser, the Business or any of all the Assets under the Insurance Policies have been provided to APPfiled in a due and timely fashion and any such claims that are pending are included in the Assets. Neither the Company nor any Company Subsidiary nor any officer No notice of cancellation or director thereof has received any notice or other written communication from any issuer nonrenewal with respect to, disallowance of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunderclaim, or materially increasing reservation of rights with respect to any claim under, or increase of premium for, any Insurance Policy has been received by Sellers. (b) Insurance policies under which Sellers, the annual Business or other premiums payable thereunder andany of the Purchased Assets are insured that are provided by or on behalf of vendors, contractors or third party service providers (collectively, the “Third Party Insurance Policies”) are, to the knowledge Knowledge of Sellers, in full force and effect in accordance with the requirements therefor under the applicable Contracts. Immediately following Closing, Purchasers will have the ability to directly make claims under the Third Party Insurance Policies related to Sellers, the Business (to the extent not specifically related to the Excluded Assets) or the Purchased Assets pursuant to all of the Companyrights the Sellers had under the Third Party Insurance Policies immediately prior to Closing. (c) It is the intent of the parties that immediately following the Closing, no such cancellation or increase of deductiblesthe Purchasers will have all the rights under the Insurance Policies and Third Party Insurance Policies that the Sellers had under the Insurance Policies and Third Party Insurance Policies immediately prior to the Closing, retainages or premiums is threatened. There are no outstanding claimswith respect to the Purchasers, settlements or premiums owed against any Insurance Policy, the Business (to the extent not specifically related to the Excluded Assets) and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaPurchased Assets.

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies Section 4.23 of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company SubsidiaryDisclosure Schedule sets forth, officer or director thereof is or has been covered at any time during the last five (5) years preceding as of the date of this Agreement relating to the business Agreement, a true, complete and accurate (a) list of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements policies to which the Company or any of its Affiliates Subsidiaries is a party party, including those which provide coverage to or by which for the benefit of or with respect to the Company or any of them may be boundits Subsidiaries or any director, officer, employee, manager, independent contractor, consultant, leased employee or other service provider of the Company or any of its Subsidiaries in his or her capacity as such (the “Insurance Policies”), indicating in each case the type of coverage, name of the insured, the insurer, the expiration date of each policy and the amount of coverage, and (iiib) shall be maintained in force list of any and all claims that have been submitted under any of the Insurance Policies at any time during the last three (including 3) years (the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date“Claims History”). True, complete and correct accurate copies of all such Insurance Policies and the Claims History have been provided or made available to APPPurchaser. Neither Each Insurance Policy is in full force and effect and shall remain in full force and effect in accordance with its terms and following the Closing as respects accidents, events, happenings, injuries, claims, conduct and occurrences relating to the businesses of the Company nor and its Subsidiaries prior to the Closing, is provided by a financially solvent carrier and has not been subject to any lapse in coverage. The Company Subsidiary nor any officer or director thereof has received any notice and each of its Subsidiaries are current in all premiums or other written communication from any issuer payments due under the Insurance Policies and have otherwise complied in all material respects with all of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, their obligations under each Insurance Policy. The Company and each of its Subsidiaries have given timely notice to the knowledge insurer of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against all claims that may be insured thereby under any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within During the five last three (53) years preceding the Agreementyears, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which of its Subsidiaries has been denied by an refused any insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under by, nor has coverage been limited by, any Insurance Policy in excess of $10,000 per occurrence filed by insurance carrier with which the Company or any of its Subsidiaries has carried insurance or any other insurance carrier to which the Company Subsidiary during the immediately preceding three-year periodor any of its Subsidiaries has applied for insurance. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.Section 4.24

Insurance Policies. The Disclosure Schedules list and briefly describe the CompanySan Antonio's policies of insurance to which the Company San Antonio or any Company Partnership Subsidiary is a party or under which the Company San Antonio or any Company Partnership Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company San Antonio or any Company Partnership Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company San Antonio or any Company Partnership Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company San Antonio and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company San Antonio and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company San Antonio or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company San Antonio nor any Company Partnership Subsidiary nor any officer or director partner thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanySeller and San Antonio, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company San Antonio nor any Company Partnership Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.any

Insurance Policies. The Disclosure Schedules (a) Schedule 3.15(a) of the Due Diligence Memorandum contains a complete and correct list and briefly describe the Company's of all insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited carried by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations benefit of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party Subsidiaries, or by which any of them may be boundtheir Properties, specifying the insurer, policy number, amount of and nature of coverage, the risk insured against, the deductible amount (if any) and the date through which coverage will continue by virtue of premiums already paid. The Company and its Subsidiaries maintain insurance with insurers for all risks normally insured against, and (iiiin amounts normally carried, by Persons of similar size engaged in similar lines of business and such coverage is sufficient. Schedule 3.15(a) shall of the Due Diligence Memorandum also sets forth all relevant information as to the nature and approximate amount of all claims for insured losses sustained by the Company or any of its Subsidiaries, including claims relating to errors and omissions, fidelity bond, workers’ compensation, automobile and general liability. All such insurance policies and bonds are in full force and effect and will be maintained by the Company or one of its Subsidiaries in full force (including and effect as they apply to any matter, action or event relating to the payment Company or any of all premiums and compliance with their terms) without interruption up to and including its Subsidiaries occurring through the Closing Date. True, complete Date and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary of its Subsidiaries has filed a written application reached or exceeded its policy limits for any professional liability insurance coverage which has been denied by an insurance agency or carrierpolicies in effect at any time during the past five (5) years. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed There is no claim by the Company or any of its Subsidiaries pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds or in respect of which such underwriters have reserved their rights. All premiums payable under all such policies and bonds have been timely paid, and the Company Subsidiary during and its Subsidiaries have otherwise complied fully with the immediately preceding three-year periodterms and conditions of all such policies and bonds. Each Physician Employee hasTo the Knowledge of the Company, at there is no threatened termination of, premium increase with respect to, or material alteration of coverage under, any of such policies or bonds. (b) Schedule 3.15(b) of the Due Diligence Memorandum contains a true, correct and complete list of all times while policies of liability, theft, fidelity, business interruption, life, fire, product liability, workers compensation, health and other material forms of insurance required to be held by the Company or any of its Subsidiaries pursuant to any Contract with a Physician Employeecustomer, maintained vendor, payor, partner or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areasupplier.

Insurance Policies. The Disclosure Schedules list Sellers have made available to the Buyer complete and briefly describe the Company's policies correct copies of all material insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiarypolicies, officer or director thereof is or has been covered at any time during the last five (5) years preceding including, without limitation, property, general liability, product liability, and umbrella insurance policies, maintained as of the date hereof by the Sellers (collectively, the “Insurance Policies”), together with descriptions of this Agreement relating “self-insurance” programs. As of the Effective Date, there are no claims related to the business of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or any Company Subsidiary disputed or in respect of which there is an outstanding reservation of rights. Each such Insurance Policy is, and will, on substantially similar terms, continue to be through to the Closing Date, (i) in full force and effect, legal, valid, binding, and (ii) to the "Insurance Policies"). All Knowledge of the Insurance Policies are validSellers, outstanding enforceable against the Company or its applicable Subsidiary and enforceable policiesthe other Parties thereto, in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability General Enforceability Exceptions. To the Knowledge of equitable remedies and all Sellers: (x) the premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by on the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Company’s Insurance Policies have been provided to APP. Neither timely paid, (y) the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge Insurance Policies comply with all of the Company’s and its Subsidiaries’ contractual requirements and applicable Law, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5z) years preceding the Agreement, neither the Company nor any Company Subsidiary of its Subsidiaries has filed a written application for forfeited or waived any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims claim under any Insurance Policy, (iv) none of such Insurance Policies permit upward retroactive premium adjustments against the Company, (v) as of the Effective Date, no written notice of cancellation or termination of any Insurance Policy has been given to the Company or one of its Subsidiaries by the carrier of any such policy or predecessor policy since January 1, 2008, (vi) neither the Company nor any of its Subsidiaries has had any application for insurance coverage rejected since January 1, 2008 and (vii) no coverage will terminate or be limited by reason of the execution, delivery or performance of this Agreement. Nothing in this Section 3.16 is intended to be a representation or warranty by the Sellers, the Company or its Subsidiaries that the any of the Insurance Policies will be in force or effect from and after the Closing Date, as Sellers intend to terminate all Insurance Policies on or promptly after the Closing Date except for the flood insurance policies that cover the Timberlands, which the Sellers and the Company will transfer to the Buyer at the Closing. For the avoidance of doubt, the title insurance policies maintained by the Company and its Subsidiaries shall not be terminated and will be in full force as of the Closing Date. With respect to any title insurance policies issues to the Company on the date that the Company acquired the Timberlands, to the Sellers’ Knowledge, no claims have been paid by the issuer of such title insurance policies in excess of Five Hundred Thousand Dollars ($10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area500,000).

Insurance Policies. The (a) Schedule 3.23(a) of the Disclosure Schedules contains a complete and correct list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All With respect to each Company Insurance Policy, Schedule 3.23(a) of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, Disclosure Schedules specifies (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliatesinsurer, (ii) are sufficient for compliance with legal the amount of and contractual requirements to which the Company or any nature of its Affiliates is a party or by which any of them may be boundcoverage, and (iii) shall be maintained the risk insured against, (iv) the deductible amount (if any) and (v) the date through which coverage will continue by virtue of premiums already paid. The Company and the Company Subsidiaries have, and, all times during the last three years, have had, in force (including effect insurance coverage with reputable insurers which, in respect of amounts, premiums, types and risks insured, constitutes reasonable coverage against all risks customarily insured against by corporations comparable in size and operations to the payment of all premiums Company and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPCompany Subsidiaries. Neither the Company nor any Company Subsidiary nor has reached or exceeded its policy limits for any officer or director thereof has received insurance policies in effect at any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing time during the annual or other premiums payable thereunder and, past three years. (b) With respect to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any each Company Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5i) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for received notice of any professional liability insurance coverage which has been denied by an insurance agency pending or carrier. The Disclosure Schedules also set forth a list threatened cancellation with respect thereto; (ii) to the Knowledge of all claims under the Company, the policy is legal, valid, binding, enforceable and in full force and effect; (iii) to the Knowledge of the Company, the policy will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms through the Closing and following the consummation of the transactions contemplated herein; (iv) neither the Company, any Company Subsidiary, nor to the Knowledge of the Company, any other party to any Company Insurance Policy is in excess breach or default (including with respect to the payment of $10,000 per occurrence premiums or giving of notices), and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default, or permit termination, modification or acceleration, under such policy; (v) to the Knowledge of the Company, no party has repudiated any provision thereof; (vi) there are no pending claims against such insurance as to which insurers are defending under reservation of rights or have denied liability; and (vii) there exists no material claim under such insurance policy that has not been properly filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaSubsidiary.

Insurance Policies. The (a) Section 5.20(a)(i) of the Seller Disclosure Schedules list and briefly describe Schedule lists all insurance policies owned or held by the Company's policies of insurance to which the Company Seller or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating otherwise applicable to the business of the Company or any Company Subsidiary Business (the "“Insurance Policies"”). All of the Insurance Policies such policies (or substitute policies with substantially similar terms and underwritten by insurance carriers with substantially similar or higher ratings) are validin full force and effect, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for covering all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption periods up to and including the Closing DateExecution Date have been paid, and no written notice of cancellation or termination (or any other threatened termination) has been received with respect to any such policy. TrueExcept as set forth in Section 5.20(a)(ii) of the Seller Disclosure Schedule, complete there are no pending, or to the Knowledge of the Seller, threatened claims, or circumstances that might give rise to a claim, under any Insurance Policy. The Seller maintains sufficient insurance with reputable insurers for the Business, properties and correct copies assets of the Seller against all risks normally insured against, and in the amounts normally carried, by the Seller in the Ordinary Course of Business. All claims relating to the Seller, the Business or any of the Seller Purchased Assets under the Insurance Policies have been provided to APPfiled in a due and timely fashion and any such claims that are pending are included in the Seller Purchased Assets. Neither Except as set forth in Section 5.20(a)(iii) of the Company nor any Company Subsidiary nor any officer Seller Disclosure Schedule, no notice of cancellation or director thereof has received any notice or other written communication from any issuer nonrenewal with respect to, disallowance of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunderclaim, or materially increasing reservation of rights with respect to any claim under, or increase of premium for, any Insurance Policy has been received by the annual Seller. (b) Insurance policies under which the Seller, the Business or other premiums payable thereunder andany of the Seller Purchased Assets are insured that are provided by or on behalf of vendors, contractors or third party service providers (collectively, the “Third Party Insurance Policies”) are, to the knowledge Knowledge of the CompanySeller, no such cancellation or increase of deductiblesin full force and effect in accordance with the requirements therefor under the applicable Contracts. Immediately following Closing, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices the Purchaser will have been given and all known potential or actual the ability to directly make claims under any the Third Party Insurance Policy Policies related to the Seller, the Business (to the extent not specifically related to the Excluded Assets) or the Seller Purchased Assets pursuant to all of the rights the Seller had under the Third Party Insurance Policies immediately prior to the Closing. (c) It is the intent of the parties that immediately following the Closing, the Purchaser will have been presented in due all the rights under the Insurance Policies and timely fashion. Within Third Party Insurance Policies that the five Seller had under the Insurance Policies and Third Party Insurance Policies immediately prior to the Closing, with respect to the Purchaser, the Business (5to the extent not specifically related to the Excluded Assets) years preceding and the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaSeller Purchased Assets.

Insurance Policies. The Disclosure Schedules A true and complete list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company insurance policies maintained by or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of to the Company and its Affiliates for all risks normally insured against by a Person carrying Subsidiaries and their respective employees, assets and properties is set forth on a substantially similar business Section 4.15 of the Company Disclosure Schedule. The Company has delivered to Parent true, correct and complete copies of such policies. Except as would not reasonably be expected to be, individually or businesses as in the aggregate, material to the Company and its AffiliatesSubsidiaries, taken as a whole, (iia) all such policies are, and since the Lookback Date have been, in full force and effect with all premiums due having been paid in full, and are provided by carriers who, to the Knowledge of the Company, are financially solvent, (b) all premiums due and payable thereon have been timely paid (other than retroactive or retrospective premium adjustments that are not yet due but may be required to be paid with respect to a period ending prior to the Effective Time), (c) no notice of cancellation, termination or material premium increase has been received or, to the Knowledge of the Company, threatened with respect to any such policy other than ordinary renewals, (d) neither the Company nor any of its Subsidiaries is in breach of, or default under, any such insurance policy and (e) the Company and its Subsidiaries maintain insurance in such amounts and against such risks and with such carriers as the Company reasonably has determined to be prudent, taking into account the industries in which the Company and its Subsidiaries operate and as is sufficient for compliance to comply with legal and contractual requirements to which Applicable Law. None of the policy limits under any such policies have been materially eroded by the payment of claims. Except as set forth in Section 4.15 of the Company Disclosure Schedule, there is no claim by the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims Subsidiaries pending under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance such policies as to which coverage which has been questioned, denied by or disputed or in respect of which there is an insurance agency or carrier. The Disclosure Schedules also set forth a list outstanding reservation of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic arearights.

Insurance Policies. The Disclosure Schedules list Schedule 5.24 lists and briefly describe the Companydescribes Seller's policies of insurance to which the Company Seller or any Company Subsidiary Affiliate is a party or under which the Company Seller or any Company SubsidiaryAffiliate, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company Seller or any Company Subsidiary of its Affiliates (the "Insurance Policies"). All Except as set forth in Schedule 5.24, all of the Insurance Policies are issued by insurers that are financially sound and reputable and are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company Seller or any Company Subsidiary Affiliate thereof ("Current Policies") taken together, together (i) provide adequate insurance coverage for the assets, properties and operations of the Company Seller and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company Seller and its Affiliates, ; (ii) are sufficient for compliance with legal and contractual requirements to which the Company Seller or any of its Affiliates is a party or by which any of them may be bound, ; and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) terms without interruption up to and including the Closing Datedate hereof. True, complete and correct copies of all Insurance Policies have been provided to APPAPPM. Neither the Company Except as set forth in Schedule 5.24, neither Seller nor any Company Subsidiary of its Affiliates nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of Seller and the CompanyPrincipal Stockholders, no such cancellation or increase of deductibles, retainages or premiums is threatened. There Except as set forth in Schedule 5.24, there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the AgreementExcept as set forth in Schedule 5.24, since January 1, 1993, neither the Company Seller nor any Company Subsidiary Affiliate thereof has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Schedule 5.24 also set sets forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company Seller or any Company Subsidiary Affiliate thereof during the immediately preceding three-year period. Each Except as set forth in Schedule 5.24, each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules Attached hereto as Schedule 7.29 and thereby ------------------ ------------- made a part hereof is an accurate, complete and current list and briefly describe the Company's of all insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary of its Subsidiaries ("Current Existing Insurance Policies"), setting forth with respect to each Existing Insurance Policy: (a) taken together, (i) provide adequate insurance coverage for the assets, properties name and operations address of the insurer; (b) the amount and type of coverage afforded thereby; (c) the premiums payable thereunder; and (d) the expiration date thereof. Neither the Company nor any of its Subsidiaries is the beneficiary of, pays or is obligated to pay any charges or premiums with respect to, or has an insurable interest under, any other insurance policy. All of the Existing Insurance Policies are in full force and its Affiliates for all risks normally effect, name the Administrative Agent as an additional insured against by a Person carrying on a substantially similar business (with respect to liability policies) or businesses as the Company sole loss payee (with respect to casualty policies) thereunder and its Affiliatescontain typical institutional lender protective endorsements and notice provisions. None of such policies has been assigned, (ii) are sufficient for compliance with legal amended, modified, extended or cancelled; and contractual requirements to which none of the rights or remedies of the Company or any of its Affiliates is a party Subsidiaries or by which the duties or obligations of any insurance carrier under any of them may be bound, and (iii) shall be maintained such policies have been released or waived. All premiums in force (including the payment respect of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all such Existing Insurance Policies have been provided to APPfully paid through and beyond the Closing Date. Neither the Company nor any Company Subsidiary nor any officer or director thereof of its Subsidiaries has received any notice of substantial rate increase, change in coverage, non-renewal or other written communication from cancellation with respect to any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Existing Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any of its Subsidiaries has any knowledge of any such substantial rate increase, change in coverage, non-renewal or cancellation. Neither the Company Subsidiary nor any of its Subsidiaries has filed a written application for any professional liability reason to believe that it will not be able to renew its existing insurance coverage which as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has been denied by an received notice from any insurance agency carrier asserting that any repairs or carrieralterations are required to be made to all or any portion of their respective Properties, and neither the Company nor any of its Subsidiaries has any knowledge or any such repairs or alterations. The Disclosure Schedules also set forth a list Accurate, current and complete copies of all claims under any of such Existing Insurance Policy in excess Policies previously have been delivered to each of $10,000 per occurrence filed the Lenders and the Administrative Agent by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaCompany.

Insurance Policies. The Disclosure Schedules list (a) Except as provided in Sections 5.6(g), 5.6(k) and briefly describe the Company5.12(c), Purchaser shall not, and shall cause Purchaser's policies of insurance to which Affiliates (including the Company and each Company Subsidiary after the Closing) not to, assert, by way of claim, action, litigation or otherwise, any right to any Insurance Policy or any Company Subsidiary is a party or benefit under which any such Insurance Policy. Seller and its Affiliates (other than the Company and its Subsidiaries) shall retain all right, title and interest in and to the Insurance Policies, including the right to any credit or any return premiums due, paid or payable in connection with the termination thereof. (b) Except as provided in Sections 5.6(g), 5.6(k) and 5.12(c), at the Closing, Purchaser shall release, and shall cause its Affiliates, including the Company and each Company Subsidiary, officer or director thereof is or has been covered at any time during the last five to release, all rights to all Insurance Policies. (5c) years preceding the date of this Agreement relating Notwithstanding anything herein to the business contrary, all proceeds paid out to Seller or any of its Subsidiaries under Insurance Policies after the Closing shall be for the benefit of the Company or any Company Subsidiary (and its Subsidiaries to the "Insurance Policies"). All extent such proceeds are in respect of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties business and operations of the Company or one or more of its Subsidiaries arising from any event, act or omission prior to Closing, and Seller shall cause such proceeds to be transferred to the Company or the applicable Company Subsidiary promptly after such proceeds are received by Seller after Closing (and in any event within five Business Days after receipt); provided, however, that such proceeds shall be for the benefit of, and shall be kept by, Seller and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as (other than the Company and its AffiliatesSubsidiaries) to the extent such proceeds are reimbursement for expenditures that have been made prior to Closing. If (i) the Company and the Company Subsidiaries would be entitled to the proceeds of a claim made after Closing under an occurrence-based Insurance Policy, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any Purchaser informs Seller in a timely manner of its Affiliates is a party or by which any of them may be bound, such claim and (iii) Seller deems such claim to be valid in its reasonable judgment and consistent with its determination of similar claims with respect to then-existing Subsidiaries of Seller, then Seller shall be maintained report and pursue such claim in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, a manner that is at least as favorable to the knowledge claimant as the manner in which Seller reports and pursues claims by its then-existing Subsidiaries, provided that, if the insurer disputes such claim, then Seller shall only be required to contest such position of the Company, no insurer if Purchaser pays the costs and expenses of litigating and contesting such cancellation or increase position of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five insurer (5) years preceding without regard to the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list outcome of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areadispute).

Insurance Policies. The Disclosure Schedules list In regard to Sellers' Business and briefly describe the Company's policies Acquired Assets: (a) All of Sellers' Business and the Acquired Assets are insured in such amounts and against such loses, casualties or risks as are customary for similar properties and businesses, and Sellers have maintained such insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding continuously from the date of this Agreement their inception. Schedule 3.20(a) sets forth a complete and ---------------- accurate list and description of all of Sellers'insurance policies in force relating to the business Sellers' Business naming any of Sellers as an insured or beneficiary or as a loss payee or which Sellers have paid or are obligated to pay all or part of the Company or any Company Subsidiary (the "Insurance Policies")premiums, including, without limitation, all liability, malprac- xxxx, fire, health and life insurance policies. All such policies are in full force and effect and the premiums due thereon have been timely paid. Sellers have not received notice of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency any pending or similar laws affecting creditors' rights generally threatened termination or the availability of equitable remedies and all premiums premium increase (retroactive or otherwise) with respect thereto which thereto, and Sellers are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for in compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatenedconditions contained therein. There are no outstanding claims, settlements pending claims against such insurance by Sellers as to which insurers are defending under reservation of rights or premiums owed against any Insurance Policyhave denied liability, and there exists no claim under such insurance that has not been properly filed by Sellers. There are no out- standing or unfulfilled requirements or recommendations of any insurance company insuring Sellers regarding any repairs to or work to be performed with respect to the Facility. Sellers have complied with any such requirements and recommendations as to which Sellers have received notice. Schedule 3.20(a) contains a ---------------- listing of all required notices claims made and loss histories in respect of any insurance maintained by Sellers or any predecessor during the past three (3) years. (b) Sellers have been given and all known potential or actual claims under any Insurance Policy have been presented not, in due and timely fashion. Within the five last seven (57) years preceding the Agreementyears, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Sellers and to Sellers' Know- ledge their professional employees during the shorter of their employment by Sellers or the last seven (7) years, have been continuously insured for professional malpractice claims during the same period. Schedule 3.20(b) also set sets forth a list of all ---------------- claims under for any Insurance Policy insured loss in excess of Five Thousand Dollars ($10,000 5,000.00) per occurrence filed by the Company Sellers or any Company Subsidiary their professional employees during the three (3) year period immediately preceding three-year periodthe date hereof, including, but not limited to, workers compen- sation, general liability, environmental liability and pro- fessional malpractice liability claims. Each Physician Employee has, at all times while a Physician Employee, maintained None of Sellers are in default with respect to any provision contained in any such policy and none of them has failed to give any notice or been covered by professional malpractice insurance present any claim under any such policy in such types due and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areatimely fashion.

Insurance Policies. The Disclosure Schedules list Company has made available to Parent and/or Parent’s Representatives all material insurance policies and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for fidelity bonds covering the assets, properties business, equipment, properties, operations, directors, officers and operations employees of the Company and its Affiliates for all risks normally insured against by Subsidiaries (collectively, the “Insurance Policies”). As of the Agreement Date and except as would not reasonably be expected to have a Person carrying on a substantially similar business Company Material Adverse Effect, each of the Insurance Policies or businesses as renewals thereof are in full force and effect, the Company and its AffiliatesSubsidiaries maintain insurance coverage adequate and customary in the industry for the operation of their respective businesses (taking into account the cost and availability of such insurance), (ii) and the Company and/or its Subsidiaries are sufficient for in material compliance with the terms of such Insurance Policies, including the payment of all premiums due with respect to all such policies. With respect to each of the legal and contractual requirements to which proceedings set forth in the Company SEC Documents, no such insurer has informed the Company or any of its Affiliates is Subsidiaries of any denial of coverage, except for such denials that, individually or in the aggregate, have not had and would not reasonably be expected to have, a party or by which Company Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of cancellation of any of them may the insurance policies, except for such cancellations that, individually or in the aggregate, have not had and would not reasonably be boundexpected to have, and (iii) shall a Company Material Adverse Effect. Except as would not reasonably be maintained in force (including expected to have a Company Material Adverse Effect, all appropriate insurers under the payment insurance policies have been timely notified of all premiums material pending litigation and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither other potentially insurable material losses that the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance PolicyKnowledge of, and all required notices reasonably appropriate actions have been given and all known potential or actual claims under any Insurance Policy have been presented in due and taken to timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of file all claims under any Insurance Policy in excess respect of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areainsurable matters.

Insurance Policies. The Disclosure Schedules list Schedule 5.24 lists and briefly describe the Companydescribes Seller's policies of insurance to which the Company Seller or any Company Subsidiary Affiliate is a party or under which the Company Seller or any Company SubsidiaryAffiliate, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company Seller or any Company Subsidiary of its Affiliates (the "Insurance Policies"). All Except as set forth in Schedule 5.24, all of the Insurance Policies are issued by insurers that are financially sound and reputable, and are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company Seller or any Company Subsidiary Affiliate thereof ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company Seller and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company Seller and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company Seller or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their termsterms without interruption) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPAPPM. Neither the Company Except as set forth in Schedule 5.24, neither Seller nor any Company Subsidiary of its Affiliates nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling canceling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanySeller and each Principal Stockholder, no such cancellation or increase of deductibles, retainages or premiums is threatened. There Except as set forth in Schedule 5.24, there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the AgreementExcept as set forth in Schedule 5.24, since January 1, 1993, neither the Company Seller nor any Company Subsidiary Affiliate thereof has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Schedule 5.24 also set sets forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company Seller or any Company Subsidiary Affiliate thereof during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list Company has in full force and briefly describe the Company's effect, with responsible insurance companies, policies of insurance with respect to which its employees, assets and Business insuring the Company or any Company Subsidiary is a party or under which against such casualties and contingencies and of such types and amounts as are reasonably adequate for the size and scope of the Business conducted and properties held by the Company, and the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except maintains such other insurance as may be limited required by applicable bankruptcylaw and by all contracts to which it is a party. Schedule 2.22 sets forth a description of all policies of insurance that the Company has and maintains in full force and effect, insolvency the annual premiums therefor, the limits of liability, whether such policies are on an occurrence or similar laws affecting creditors' rights generally or the availability of equitable remedies "claims made" basis and all premiums with respect thereto which are due performance bonds and payable are currently paidletters of credit securing such obligations. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties True and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies such policies have previously been delivered to the Buyer. If the Company has any self-insurance arrangement by or affecting the Company, such arrangement is described on Schedule 2.22, including any reserves established thereunder. All premiums due on such policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder paid and, to the knowledge of the CompanySellers, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list aggregate amount of all claims under such policies do not exceed policy limits. Neither the Company nor the Sellers have received any Insurance Policy notification from any insurance carrier denying or disputing any claim made by or on behalf of the Company denying or disputing any coverage for any claim denying or disputing the amount of any claim, or regarding the possible cancellation of any policies. Except as set forth in excess Schedule 2.22, to the knowledge of $10,000 per occurrence filed the Sellers, there is no reason to believe that any of such policies will not be renewed by the respective insurance carriers with substantially the same coverage. The Company has not received (a) any notice of cancellation of any policy, (b) any notice that any issuer of such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated, (c) 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, or (d) any refusal of coverage or any notice that a defense will be afforded with reservation of rights. All premiums due on such policies have been paid, and the aggregate amount of all claims under such policies do not exceed policy limits. The Company Subsidiary during has given notice to the immediately preceding three-year period. Each Physician Employee has, at insurers of all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaclaims that may be insured thereunder.

Insurance Policies. The Disclosure Schedules list All insurance policies and briefly describe fidelity bonds covering the Company's policies of insurance Indian Subsidiary or relating specifically to which the Company or any Company Subsidiary is a party or under which the Company or any Company Indian Subsidiary, officer its assets, business, operations or director thereof is or has been covered at any time during employees (collectively, the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "“Insurance Policies"). All of the Insurance Policies ”) or renewals thereof are valid, outstanding in full force and enforceable policies, except effect (a) for such amounts as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal all requirements of Applicable Law and contractual requirements all agreements to which the Company Seller or any of its Affiliates Subsidiaries is a party or by which it is bound and (b) which are in such amounts, with such deductibles and against such risks and losses, as reasonable for the Indian Subsidiary or its assets, business, operations or employees. Set forth in Schedule 3.25 of the Seller Disclosure Schedule is a list of all Insurance Policies held by or applicable to the Indian Subsidiary setting forth, in respect of each such Insurance Policy, the policy name, policy number, carrier, term, type and amount of coverage and annual premium. Except as set forth on Schedule 3.25 of the Seller Disclosure Schedule, there is no claim by Seller or any of them may be boundits Subsidiaries pending under any of such Insurance Policies and no claim under any such Insurance Policies by Seller or any of its Subsidiaries has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of payable under all Insurance Policies have been provided to APPpaid when due, and Seller and its Subsidiaries are otherwise in material compliance with the terms of such Insurance Policies. Neither To the Company nor Knowledge of Seller, no event has occurred which limits or impairs the rights of Seller or any Company Subsidiary nor of the Subsidiaries under any officer or director thereof has received any notice or other written communication from any issuer such Insurance Policies. The Seller is not aware of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunderthreatened termination of, or materially increasing the material premium increase (other than with respect to customary annual premium increases) with respect to, or other premiums payable thereunder andmaterial alteration of coverage under, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list All insurance policies and briefly describe fidelity bonds covering the Company's policies of insurance Indian Subsidiary or relating specifically to which the Company or any Company Subsidiary is a party or under which the Company or any Company Indian Subsidiary, officer its assets, business, operations or director thereof is or has been covered at any time during the last five employees (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (collectively, the "Insurance Policies"). All of the Insurance Policies ) or renewals thereof are valid, outstanding in full force and enforceable policies, except effect (a) for such amounts as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal all requirements of Applicable Law and contractual requirements all agreements to which the Company Seller or any of its Affiliates Subsidiaries is a party or by which it is bound and (b) which are in such amounts, with such deductibles and against such risks and losses, as reasonable for the Indian Subsidiary or its assets, business, operations or employees. Set forth in Schedule 3.25 of the Seller Disclosure Schedule is a list of all Insurance Policies held by or applicable to the Indian Subsidiary setting forth, in respect of each such Insurance Policy, the policy name, policy number, carrier, term, type and amount of coverage and annual premium. Except as set forth on Schedule 3.25 of the Seller Disclosure Schedule, there is no claim by Seller or any of them may be boundits Subsidiaries pending under any of such Insurance Policies and no claim under any such Insurance Policies by Seller or any of its Subsidiaries has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of payable under all Insurance Policies have been provided to APPpaid when due, and Seller and its Subsidiaries are otherwise in material compliance with the terms of such Insurance Policies. Neither To the Company nor Knowledge of Seller, no event has occurred which limits or impairs the rights of Seller or any Company Subsidiary nor of the Subsidiaries under any officer or director thereof has received any notice or other written communication from any issuer such Insurance Policies. The Seller is not aware of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunderthreatened termination of, or materially increasing the material premium increase (other than with respect to customary annual premium increases) with respect to, or other premiums payable thereunder andmaterial alteration of coverage under, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list Company has in full force and briefly describe the Company's effect, with responsible insurance companies, policies of insurance with respect to which its employees, assets and Business insuring the Company or any Company Subsidiary is a party or under which against such casualties and contingencies and of such types and amounts as are reasonably adequate, as of the Closing Date, for the size and scope of the Business conducted and properties held by the Company, and the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except maintains such other insurance as may be limited required by applicable bankruptcylaw and by all contracts to which it is a party. Schedule 2.22 sets forth a description of all policies of insurance that the Company has and maintains in full force and effect, insolvency the annual premiums therefor, the limits of liability, whether such policies are on an occurrence or similar laws affecting creditors' rights generally or the availability of equitable remedies "claims made" basis and all premiums with respect thereto which are due performance bonds and payable are currently paidletters of credit securing such obligations. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties True and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies such policies have previously been delivered to the Buyer. If the Company has any self-insurance arrangement by or affecting the Company, such arrangement is also described on Schedule 2.22, including any reserves established thereunder. All premiums due on such policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder paid and, to the knowledge of the CompanyPrincipal Shareholders, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list aggregate amount of all claims under such policies do not exceed policy limits. Neither the Company nor the Sellers have received any Insurance Policy notification from any insurance carrier denying or disputing any claim made by or on behalf of the Company denying or disputing any coverage for any claim, denying or disputing the amount of any claim, or regarding the possible cancellation of any policies. Except as set forth in excess Schedule 2.22, neither Principal Shareholder has received notice that any of $10,000 per occurrence filed such policies will not be renewed by the respective insurance carriers with substantially the same coverage. The Company has not received (i) any notice of cancellation of any policy, (ii) any notice that any issuer of such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated, (iii) 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, or (iv) any refusal of coverage or any notice that a defense will be afforded with reservation of rights. All premiums due on such policies have been paid, and the aggregate amount of all claims under such policies do not exceed policy limits. The Company Subsidiary during has given notice to the immediately preceding three-year period. Each Physician Employee has, at insurers of all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areamaterial claims that may be insured thereunder.

Insurance Policies. The Section 3.18 of the Seller Disclosure Schedules Schedule sets forth a list of all current policies or binders of fire, liability, product liability, umbrella liability, real and briefly describe personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by the Company's policies Acquired Companies and relating to the assets, business, operations, employees, officers and directors of insurance the Acquired Companies (collectively, the “Insurance Policies”). Sellers have made available to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding Purchaser prior to the date hereof copies of this Agreement relating such Insurance Policies. Such Insurance Policies are in full force and effect. Neither Sellers nor any of their respective Affiliates (including the Acquired Companies) have received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of an Acquired Company. There are no claims related to the business of the Company Acquired Companies pending under any such Insurance Policies as to which coverage has been denied or disputed or in respect of which there is an outstanding reservation of rights. The Acquired Companies are not in default under, or has otherwise failed to comply with, in any Company Subsidiary (material respect, the "material terms and conditions contained in any such Insurance Policies")Policy. All of the The Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company type and its Affiliates for all risks normally insured against in the amounts customarily carried by Persons conducting a Person carrying on a substantially business similar business or businesses as to the Company Acquired Companies and its Affiliates, (ii) are sufficient for compliance with legal all applicable Laws and contractual requirements Contracts to which the each Acquired Company or any of its Affiliates is a party or by which any of them may be it is bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list Schedule 5.24 lists and briefly describe the Companydescribes Seller's policies of insurance to which the Company Seller or any Company Subsidiary Affiliate is a party or under which the Company Seller or any Company SubsidiaryAffiliate, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company Seller or any Company Subsidiary of its Affiliates (the "Insurance Policies"). All Except as set forth in Schedule 5.24, all of the Insurance Policies are issued by insurers that are financially sound and reputable and are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company Seller or any Company Subsidiary Affiliate thereof ("Current Policies") taken together, together (i) provide adequate insurance coverage for the assets, properties and operations of the Company Seller and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company Seller and its Affiliates, ; (ii) are sufficient for compliance with legal and contractual requirements to which the Company Seller or any of its Affiliates is a party or by which any of them may be bound, ; and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) terms without interruption up to and including the Closing Datedate hereof. True, complete and correct copies of all Insurance Policies have been provided to APPAPPM. Neither the Company Except as set forth in Schedule 5.24, neither Seller nor any Company Subsidiary of its Affiliates nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of Seller and the CompanyPrincipal Stockholders, no such cancellation or increase of deductibles, retainages or premiums is threatened. There Except as set forth in Schedule 5.24, there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.have

Insurance Policies. The Disclosure Schedules list Elmira and briefly describe the Company's each of its Subsidiaries maintains in full force and effect insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business and bonds in such amounts and against such liabilities and hazards of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding types and enforceable policies, except amounts as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide it reasonably believes to be adequate insurance coverage for its business and operations and the assets, value of its properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for comparable to those maintained by other banking organizations of similar size and complexity. Section 3.2(t) of the Elmira Disclosure Letter sets forth a true and complete list of all such insurance policies. Neither Elmira nor any of its Subsidiaries is now liable for, nor has any such member received notice of, any material retroactive premium adjustment. Elmira and its Subsidiaries are in compliance in all material respects with legal their insurance policies and contractual requirements to which are not in Default under any of the Company terms thereof, each such policy is in full force and effect, none of Elmira or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof Subsidiaries has received any notice of a material premium increase or other written communication from involuntary cancellation with respect to any issuer of its insurance policies or bonds and, except for policies insuring against potential liabilities of officers, directors and employees of Elmira and its Subsidiaries, Elmira or one of its Subsidiaries is the sole beneficiary of any Current Policy cancelling such policy, materially increasing and all premiums and other payments due under any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policypolicy have been paid, and all required notices claims thereunder have been given and all known potential or actual claims under any Insurance Policy have been presented filed in due and timely fashion. Within the five last three (53) years preceding the Agreementyears, neither the Company nor none of Elmira or any Company Subsidiary of its Subsidiaries has filed a written application for been refused any professional liability basic insurance coverage which has been denied by an insurance agency sought or carrier. The Disclosure Schedules also set forth a list applied for (other than certain exclusions for coverage of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company certain events or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance circumstances as stated in such types policies), and amounts Elmira has no reason to believe that its existing insurance coverage cannot be renewed as are customary for such a physician practicing and when the same type of medicine shall expire, upon terms and conditions standard in the same geographic areamarket at the time renewal is sought as favorable as those presently in effect.

Insurance Policies. The Disclosure Schedules list CGHC is covered by valid and briefly describe the Company's currently effective insurance policies and all premiums payable under such policies have been paid to date. CGHC has not received any written notice of default or cancellation of any such policy. All material fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage and other material insurance to which the Company policies maintained by or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five on behalf of CGHC (5“Insurance Policies”) years preceding the date of this Agreement relating provide adequate coverage for all normal risks incident to the business of CGHC and their respective properties and assets. Since the Company Look-Back Date, no claim for coverage under any Insurance Policy has been denied or disputed by the underwriters of such Insurance Policy. CGHC does not have any Company Subsidiary self-insurance program or co-insurance programs. CGHC has made available to CareSource accurate and complete copies of each Insurance Policy. Except as would not reasonably be expected, individually or in the aggregate, to be material to CGHC, taken as a whole, or CGHC’s ability to consummate the transactions contemplated hereby, (a) all premiums due under such Insurance Policies have been timely paid as of the "date hereof and will be timely paid through the Closing Date, and CGHC has otherwise complied with the terms and conditions of such Insurance Policies"Policies and (b). All of (i) the Insurance Policies are in full force and effect and are legal, valid, outstanding binding and enforceable policieswith their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance CGHC is not in default under any such Insurance Policy. CGHC have received no written notice of any actual or threatened cancellation, non-renewal or termination of, or material premium increase with legal and contractual requirements respect to which any such Insurance Policies. To the Company Knowledge of CGHC, there is no event, occurrence, condition or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force act (including the payment of all premiums and compliance with their termstransactions contemplated hereby) without interruption up that would entitle any insurer to and including the Closing Date. Truecancel, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer terminate or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against non-renew any Insurance Policy, and all required notices have been given and all known potential or actual claims under any . Each Insurance Policy have been presented will continue in due full force and timely fashion. Within effect immediately following the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy Closing in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areaaccordance with its terms.

Insurance Policies. The Disclosure Schedules list True and briefly describe the Company's complete copies of all policies of fire, casualty, liability, product liability, burglary, fidelity, worker's compensation, life, vehicular and other forms of insurance to which held by or on behalf of the Company or any the Subsidiaries have been made available to the Purchaser or its representatives. All premiums due and payable for such insurance have been duly paid, and such policies, or extensions, renewals or replacements (on comparable terms to the extent available) thereof, in such amounts will be outstanding and in full force and effect without interruption up to the Closing Date. Such policies insure against all risks and liabilities to an extent and in a manner customarily insured against by persons operating comparable properties, assets or businesses in the same geographic locations. The Company Subsidiary is has made available to the Purchaser a party brief description (specifying the insurer and the policy number or covering note number with respect to binders, describing each pending claim thereunder of more than $25,000, setting forth the aggregate amounts paid out under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding each such policy through the date hereof and the aggregate limit, if any, of this Agreement relating to the business insurer's liability thereunder) of all policies or binders of fire, liability, worker's compensation, vehicular and other insurance held by or on behalf of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or Subsidiaries. The Company has made available to the availability of equitable remedies and all premiums Purchaser with respect thereto which are due to each policy a list and payable are currently paid. All Insurance Policies currently maintained brief description of all claims in excess of $25,000 (exclusive of claims under medical and dental policies) made by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company Subsidiaries during the Company's past two fiscal years and its Affiliates the amount paid out under each policy with respect to such claims. None of the Company, any of the Subsidiaries or any of the Sellers has any knowledge of any facts or of the occurrence of any event that is reasonably likely to form the basis for all risks normally insured any material claim against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or the Subsidiaries which will not be fully covered by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APPsuch policies. Neither the Company nor any Company Subsidiary nor any officer or director thereof of the Subsidiaries has received any written notice or other written communication from any issuer of its insurance carriers that any Current Policy cancelling such policy, insurance premiums will be materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine increased in the same geographic areafuture.

Insurance Policies. The Disclosure Schedules list Holdings and briefly describe the Company's each of its Subsidiaries maintains in full force and effect insurance policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business and bonds in such amounts and against such liabilities and hazards of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding types and enforceable policies, except amounts as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide it reasonably believes to be adequate insurance coverage for its business and operations and the assets, value of its properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal comparable to those maintained by other banking organizations of similar size and contractual requirements to which complexity. Section 3.2(s) of the Company Disclosure Letter sets forth a true and complete list of all such insurance policies. Neither Holdings nor any of its Subsidiaries is now liable for, nor has any such member received notice of, any material retroactive premium adjustment. Holdings and its Subsidiaries are in compliance in all material respects with their insurance policies and are not in Default under any of the terms thereof, each such policy is in full force and effect, none of Holdings or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof Subsidiaries has received any notice of a material premium increase or other written communication from involuntary cancellation with respect to any issuer of its insurance policies or bonds and, except for policies insuring against potential liabilities of officers, directors and employees of Holdings and its Subsidiaries, Holdings or one of its Subsidiaries is the sole beneficiary of any Current Policy cancelling such policy, materially increasing and all premiums and other payments due under any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policypolicy have been paid, and all required notices claims thereunder have been given and all known potential or actual claims under any Insurance Policy have been presented filed in due and timely fashion. Within the five last three (53) years preceding the Agreementyears, neither the Company nor none of Holdings or any Company Subsidiary of its Subsidiaries has filed a written application for been refused any professional liability basic insurance coverage which has been denied by an insurance agency sought or carrier. The Disclosure Schedules also set forth a list applied for (other than certain exclusions for coverage of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company certain events or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance circumstances as stated in such types policies), and amounts neither Holdings nor the Bank has any reason to believe that its existing insurance coverage cannot be renewed as are customary for such a physician practicing and when the same type of medicine shall expire, upon terms and conditions standard in the same geographic areamarket at the time renewal is sought as favorable as those presently in effect.

Insurance Policies. The Disclosure Schedules list Except as described on Schedule 2.17, all of the assets and briefly describe business of the Company's policies of Dialysis Companies and the Dialysis Business are insured in such amounts and against such losses, casualties or risks as are customary for similar properties and businesses, and such insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during maintained continuously from the last five earlier of (5i) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding its inception and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance the date of inception of any of its predecessors. Schedule 2.17 sets forth a complete and accurate list and description of all insurance policies in force with legal and contractual requirements respect to which the Company Dialysis Business or any of its Affiliates is properties or employees or naming the Dialysis Companies, or any employee thereof, as an insured or beneficiary or as a party loss payee or by for which any the Dialysis Companies have paid or are obligated to pay all or part of them may be boundthe premiums, including, without limitation, all liability, malpractice, fire, health and life insurance policies. All such policies are in full force and effect, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies due thereon have been provided to APPtimely paid. Neither the Company nor any Company Subsidiary nor any officer or director thereof has The Sellers have not received any notice or other written communication from any issuer of any Current Policy cancelling such policypending or threatened termination or premium increase (retroactive or otherwise) with respect thereto, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the CompanySellers, the Dialysis Companies are in compliance with all conditions contained therein. Except as set forth on Schedule 2.17, there are no pending claims against such cancellation insurance as to which insurers are defending under reservation of rights or increase have denied liability, and except as set forth on Schedule 2.17, there exists no claim under such insurance that has not been properly filed by the Dialysis Companies. To the knowledge of deductiblesthe Sellers, retainages or premiums is threatened. There there are no outstanding claims, settlements or premiums owed against unfulfilled requirements or recommendations of any Insurance Policy, and all required notices have been given and all known potential insurance company insuring the Dialysis Companies regarding any repairs to or actual claims under any Insurance Policy have been presented in due and timely fashion. Within work to be performed with respect to the five (5) years preceding assets of the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrierDialysis Companies. The Disclosure Schedules also set forth Dialysis Business has complied with any such requirements and recommendations as to which the Dialysis Business received notice. Schedule 2.16 contains a list listing of all claims under made and loss histories in respect of any Insurance Policy in excess of $10,000 per occurrence filed by insurance maintained with respect to the Company Dialysis Business or any Company Subsidiary of its properties or employees or the Dialysis Companies or any predecessor during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic areapast three (3) years.

Insurance Policies. The Disclosure Schedules list Schedule 5.24 attached hereto lists and briefly describe the Companydescribes Seller's policies of insurance to which the Company Seller or any Company Subsidiary Affiliate is a party or under which the Company Seller or any Company SubsidiaryAffiliate, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company Seller or any Company Subsidiary of its Affiliates (the "Insurance Policies"). All Except as set forth in Schedule 5.24, all of the Insurance Policies are issued by insurers that are financially sound and reputable, and are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company Seller or any Company Subsidiary Affiliate thereof ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company Seller and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company Seller and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company Seller or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their termsterms without interruption) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company Except as set forth in Schedule 5.24, neither Seller nor any Company Subsidiary of its Affiliates nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling canceling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of Seller and the CompanyStockholders, no such cancellation or increase of deductibles, retainages or premiums is threatened. There Except as set forth in Schedule 5.24, there are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the AgreementExcept as set forth in Schedule 5.24, since January 1, 1993, neither the Company Seller nor any Company Subsidiary Affiliate thereof has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules Schedule 5.24 also set sets forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company Seller or any Company Subsidiary Affiliate thereof during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.

Insurance Policies. The Disclosure Schedules list and briefly describe the Company's policies of insurance to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary, officer or director thereof is or has been covered at any time during the last five (5) years preceding the date of this Agreement relating to the business of the Company or any Company Subsidiary (the "Insurance Policies"). All of the Insurance Policies are valid, outstanding and enforceable policies, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies and all premiums with respect thereto which are due and payable are currently paid. All Insurance Policies currently maintained by the Company or any Company Subsidiary ("Current Policies") taken together, (i) provide adequate insurance coverage for the assets, properties and operations of the Company and its Affiliates for all risks normally insured against by a Person carrying on a substantially similar business or businesses as the Company and its Affiliates, (ii) are sufficient for compliance with legal and contractual requirements to which the Company or any of its Affiliates is a party or by which any of them may be bound, and (iii) shall be maintained in force (including the payment of all premiums and compliance with their terms) without interruption up to and including the Closing Date. True, complete and correct copies of all Insurance Policies have been provided to APP. Neither the Company nor any Company Subsidiary nor any officer or director thereof has received any notice or other written communication from any issuer of any Current Policy cancelling such policy, materially increasing any deductibles or retained amounts thereunder, or materially increasing the annual or other premiums payable thereunder and, to the knowledge of the Company, no such cancellation or increase of deductibles, retainages or premiums is threatened. There are no outstanding claims, settlements or premiums owed against any Insurance Policy, and all required notices have been given and all known potential or actual claims under any Insurance Policy have been presented in due and timely fashion. Within the five (5) years preceding the Agreement, neither the Company nor any Company Subsidiary has filed a written application for any professional liability insurance coverage which has been denied by an insurance agency or carrier. The Disclosure Schedules also set forth a list of all claims under any Insurance Policy in excess of $10,000 per occurrence filed by the Company or any Company Subsidiary during the immediately preceding three-year period. Each Physician Employee has, at all times while a Physician Employee, maintained or been covered by professional malpractice insurance in such types and amounts as are customary for such a physician practicing the same type of medicine in the same geographic area.Insurance