Insurance Schedule 4. 17 sets forth an accurate and complete summary of (a) each insurance policy providing for liability exposure (including policies providing property, casualty, liability and workers’ compensation coverage and bond and surety arrangements) to which the Company and its Subsidiaries is currently a party, a named insured or otherwise the beneficiary of coverage (“Insurance Policies”) and (b) all insurance loss runs or workers’ compensation claims received for the past five policy years. All such Insurance Policies are in full force and effect. Since January 1, 2004, no Company insurance policy has been cancelled for non-payment and as of the Closing Date the Company has no uncured notices of cancellation of coverage.
Insurance Schedule 4. 18 .........Customers and Suppliers Schedule 4.19 .........Compliance with Laws Schedule 4.20 .........Licenses and Permits Schedule 4.21 .........Payment Programs Schedule 4.24 .........
Insurance Schedule 4. 25 hereto sets forth: (i) a true and complete list of each insurance policy which covers the Company or the Business, facilities, assets, directors, officers or employees; and (ii) a list of all pending claims and the claims history for the Company in the past five years (including with respect to insurance obtained but not currently maintained). To the Company’s Knowledge, there are no pending claims under any such policy as to which coverage has been questioned, denied or disputed by the insurer or in respect of which the insurer has reserved its rights. To the Company’s Knowledge, all such policies are in full force and effect, are enforceable in accordance with their terms and will continue in full force and effect through and immediately after the Closing, and are concerning such casualties as would be reasonable and customary for companies like the Company. All premiums due under such policies have been paid in full. The Company has not received a notice of cancellation of any such policy or of any material changes that are required in the conduct of the insured’s business as a condition to the continuation of coverage under, or renewal of, any such policy. To the Company’s Knowledge, there is no existing default or event which, with or without the giving of notice or the lapse of time or both, would constitute a default under any such policy or entitle any insurer to terminate or cancel any such policy.
Insurance Schedule 4. 14 sets forth, as of the Agreement Date, all policies of insurance (together with the name of the insurer under each such policy and the type of policy) maintained by the Company or any of its Subsidiaries and covering the Company, such Subsidiary and/or their respective businesses, and such policies are in full force and effect, and neither the Company nor any of its Subsidiaries has received written notice or, to the Company’s Knowledge, other communication regarding the cancellation or termination of any such insurance policies or any material premium increase with respect thereto. There are no material claims pending under any such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies. All premiums due and payable under all such policies have been timely paid, and the Company and its Subsidiaries are in material compliance with the terms of such policies. The Company has made available to Parent correct and complete copies of all such insurance policies.
Insurance Schedule 4. 17(a) contains a list of all material policies of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance and fidelity bonds (the “Insurance Policies”) held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. Such Insurance Policies are of the type and in amounts customarily carried by Persons and businesses similar to those of the Company and its Subsidiaries. True, correct and complete copies of such Insurance Policies have been made available to Buyer prior to the date hereof. With respect to each such Insurance Policy listed on Schedule 4.17(a), except as would not be material to the Company and its Subsidiaries, taken as a whole: (i) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, is in full force and effect, (ii) neither the Company nor any of its Subsidiaries is in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Company’s knowledge, no event has occurred which, with notice or the lapse of time, will constitute such a breach or default, or permit termination or modification, under the policy, (iii) to the knowledge of the Company, as of the date hereof, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation and (iv) as of the date hereof, no notice of suspension, cancellation or termination has been received other than in connection with ordinary renewals. All material claims under the Insurance Policies have been filed in a timely fashion and neither the Company nor any of its Subsidiaries have made a claim under any such policy during the three-year period prior to the date of this Agreement with respect to which an insurer or underwriter has questioned, denied or disputed coverage. Except as disclosed in Schedule 4.17, the Company and its Subsidiaries shall after the Closing continue to have coverage under such Insurance Policies with respect to events occurring prior to the Closing.
Insurance Schedule 4. 16 lists all current policies of insurance covering the Target Companies and their businesses and such policies are in full force and effect. Copies of each policy listed on Schedule 4.16, as well as loss run history under and premium for each such policy, has been made available to Buyer prior to the date hereof.
