RELATED
TAXES) THAT ARE DUE AND PAYABLE, EXCEPT ONLY FOR TAXES SUBJECT TO A PERMITTED
PROTEST.
4.22
COMPLIANCE WITH LAW, ETC. NONE OF THE BORROWERS IS IN VIOLATION OF
ITS GOVERNING DOCUMENTS. NO BORROWER IS IN VIOLATION OF ANY LAW (INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS), RULE, REGULATION, JUDGMENT OR ORDER
OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ANY OF ITS PROPERTY OR ASSETS,
OR ANY TERM OF ANY AGREEMENT OR INSTRUMENT BINDING ON OR OTHERWISE AFFECTING IT
OR ANY OF ITS PROPERTIES, WHICH VIOLATION COULD REASONABLY BE EXPECTED TO RESULT
IN, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE CHANGE. NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
27
4.23
ADVERSE AGREEMENTS, ETC. NO BORROWER IS A PARTY TO ANY AGREEMENT OR
INSTRUMENT, OR SUBJECT TO ANY GOVERNING DOCUMENT RESTRICTION OR ANY JUDGMENT,
ORDER, REGULATION, RULING OR OTHER REQUIREMENT OF A COURT OR OTHER GOVERNMENTAL
AUTHORITY, WHICH HAS RESULTED IN, OR COULD REASONABLY BE EXPECTED TO RESULT IN,
A MATERIAL ADVERSE CHANGE.
4.24
PERMITS, ETC. EACH BORROWER HAS BEEN, AND IS, IN COMPLIANCE WITH,
ALL PERMITS, LICENSES, AUTHORIZATIONS, APPROVALS, ENTITLEMENTS AND
ACCREDITATIONS REQUIRED FOR SUCH PERSON LAWFULLY TO OWN, LEASE, MANAGE OR
OPERATE, OR TO ACQUIRE, EACH BUSINESS CURRENTLY OWNED, LEASED, MANAGED OR
OPERATED, OR TO BE ACQUIRED, BY SUCH PERSON, OTHER THAN THOSE PERMITS, LICENSES,
AUTHORIZATIONS, ENTITLEMENTS AND ACCELERATIONS, THE LACK OF WHICH, OR THE
FAILURE TO BE IN COMPLIANCE WITH WHICH, COULD NOT REASONABLY BE EXPECTED TO
RESULT IN, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE CHANGE.
AS OF THE CLOSING DATE, NO CONDITION EXISTS OR EVENT HAS OCCURRED WHICH, IN
ITSELF OR WITH THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN
THE SUSPENSION, REVOCATION, IMPAIRMENT, FORFEITURE OR NON-RENEWAL OF ANY SUCH
PERMIT, LICENSE, AUTHORIZATION, APPROVAL, ENTITLEMENT OR ACCREDITATION, AND, TO
THE KNOWLEDGE OF ANY BORROWER, THERE IS NO CLAIM THAT ANY THEREOF IS NOT IN FULL
FORCE AND EFFECT IN ALL MATERIAL RESPECTS.
4.25
INSURANCE. AS OF THE CLOSING DATE, EACH BORROWER AND EACH OF THEIR
RESPECTIVE SUBSIDIARIES KEEPS ITS PROPERTY ADEQUATELY INSURED AND MAINTAINS (I)
INSURANCE TO SUCH EXTENT AND AGAINST SUCH RISKS, INCLUDING FIRE, AS IS CUSTOMARY
WITH SIMILARLY SITUATED COMPANIES IN THE SAME OR SIMILAR BUSINESSES, (II)
WORKER'S COMPENSATION INSURANCE IN THE AMOUNT REQUIRED BY APPLICABLE LAW, (III)
PUBLIC LIABILITY INSURANCE, WHICH SHALL INCLUDE PRODUCT LIABILITY INSURANCE, IN
THE AMOUNT CUSTOMARY WITH SIMILARLY SITUATED COMPANIES IN THE SAME OR SIMILAR
BUSINESS AGAINST CLAIMS FOR PERSONAL INJURY OR DEATH ON PROPERTIES OWNED,
OCCUPIED OR CONTROLLED BY IT, AND (IV) SUCH OTHER INSURANCE AS MAY BE REQUIRED
BY LAW OR AS MAY BE REQUIRED BY AGENT, IN THE EXERCISE OF ITS REASONABLE
JUDGMENT (INCLUDING, WITHOUT LIMITATION, AGAINST LARCENY, EMBEZZLEMENT OR OTHER
CRIMINAL MISAPPROPRIATION AND MEDICAL MALPRACTICE AND PROFESSIONAL LIABILITY
INSURANCE). SUCH POLICIES ARE IN FULL FORCE AND EFFECT ON THE CLOSING DATE, AND
NO BORROWER NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES HAS RECEIVED NOTICE OF
CANCELLATION WITH RESPECT TO ANY SUCH POLICY.