TRANSACTION FOR PURPOSES OF §1.6011-4(B) OF THE TREASURY
REGULATIONS OR HAS DISCLOSED ANY TRANSACTIONS TO THE IRS UNDER ANY PENALTY
AMNESTY PROGRAM.
(V)
GOLDEN PARACHUTE AGREEMENTS.
EXCEPT WITH RESPECT TO THE PHANTOM
STOCK AGREEMENTS, NO ACQUIRED ENTITY IS A PARTY TO ANY AGREEMENT, CONTRACT OR
PLAN THAT, AS A RESULT OF THE CLOSING, COULD RESULT, SEPARATELY OR IN THE
AGGREGATE, IN THE PAYMENT OF (I) ANY "EXCESS PARACHUTE PAYMENT" WITHIN THE
MEANING OF CODE SECTION 280G (OR ANY CORRESPONDING PROVISION OF FEDERAL, STATE,
LOCAL OR FOREIGN TAX LAW) OR (II) ANY AMOUNT THAT WILL NOT BE FULLY DEDUCTIBLE
AS A RESULT OF CODE SECTION 162(M) (OR ANY CORRESPONDING PROVISION OF STATE,
LOCAL OR FOREIGN TAX LAW).
(VI)
ARRANGEMENT CONSTITUTING A PARTNERSHIP.
NO ACQUIRED ENTITY IS
SUBJECT TO ANY JOINT VENTURE, PARTNERSHIP OR OTHER ARRANGEMENT OR CONTRACT THAT
IS TREATED AS A PARTNERSHIP FOR FEDERAL OR APPLICABLE STATE INCOME TAX PURPOSES
OR FOR ANY OTHER TAX PURPOSES.
(VII)
TAX ATTRIBUTES.
SCHEDULE 4.17(F)(VII) SETS FORTH THE ESTIMATED
AMOUNT OF ANY NET OPERATING LOSS, NET CAPITAL LOSS, UNUSED INVESTMENT, FOREIGN
TAX OR OTHER CREDIT, OR EXCESS CHARITABLE CONTRIBUTION ALLOCABLE TO ANY ACQUIRED
ENTITY AS OF DECEMBER 31, 2005.
(VIII)
SUBSTANTIAL UNDERSTATEMENT PENALTY.
THE CORPORATION HAS DISCLOSED
ON ITS INCOME TAX RETURNS ALL POSITIONS TAKEN THEREIN THAT COULD GIVE RISE TO A
SUBSTANTIAL UNDERSTATEMENT OF FEDERAL INCOME TAX WITHIN THE MEANING OF CODE
SECTION 6662.
SECTION 4.18
INSURANCE.
(A)
THE CORPORATION HAS MADE AVAILABLE TO THE BUYER:
32
(I)
ACCURATE AND COMPLETE COPIES OF ALL POLICIES OF INSURANCE (AND
CORRESPONDENCE RELATING TO COVERAGE THEREUNDER) TO WHICH ANY ACQUIRED ENTITY IS
A PARTY OR UNDER WHICH ANY ACQUIRED ENTITY IS OR HAS BEEN COVERED AT ANY TIME
SINCE DECEMBER 31, 2005, A LIST OF WHICH IS INCLUDED IN SCHEDULE 4.18(A);
(II)
ACCURATE AND COMPLETE COPIES OF ALL PENDING APPLICATIONS BY THE
ACQUIRED ENTITIES FOR POLICIES OF INSURANCE; AND
(III)
ANY WRITTEN STATEMENT BY THE AUDITOR OF THE CORPORATION'S
FINANCIAL STATEMENTS OR ANY CONSULTANT OR RISK MANAGEMENT ADVISOR WITH REGARD TO
THE INADEQUACY OF THE ACQUIRED ENTITIES' COVERAGE OR OF THE RESERVES FOR CLAIMS
RECEIVED BY THE ACQUIRED ENTITIES SINCE JUNE 30, 2005.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 4.18(B), THE ACQUIRED ENTITIES:
(I)
DO NOT HAVE ANY SELF-INSURANCE ARRANGEMENT BY OR THAT EXPRESSLY
INVOLVES THE ACQUIRED ENTITIES, INCLUDING ANY RESERVES ESTABLISHED THEREUNDER;
AND
(II)
HAVE COMPLIED WITH ALL OBLIGATIONS OF THE ACQUIRED ENTITIES TO
PROVIDE INSURANCE COVERAGE TO THIRD PARTIES (FOR EXAMPLE, UNDER LEASES OR
SERVICE AGREEMENTS).
(C)
EXCEPT AS SET FORTH IN SCHEDULE 4.18(C), TO THE SELLERS'
KNOWLEDGE:
(I)
ALL POLICIES OF INSURANCE THAT PROVIDE COVERAGE TO ANY ACQUIRED
ENTITY AND WHICH HAVE BEEN ESTABLISHED BY THE ACQUIRED ENTITIES:
(A)
ARE VALID, OUTSTANDING AND ENFORCEABLE, SUBJECT TO LIMITATIONS ON
ENFORCEABILITY AS ARE APPLICABLE UNDER APPLICABLE LEGAL REQUIREMENTS; AND
(B)
ARE ISSUED BY AN INSURER THAT IS REPUTABLE;
(II)
WITH RESPECT TO ANY POLICY OF INSURANCE DESCRIBED IN SECTION
4.18(C), NO ACQUIRED ENTITY HAS RECEIVED (A) ANY REFUSAL OF COVERAGE OR ANY
NOTICE