AMOUNTS PAID OR PAYABLE TO GISH
UNDER CURRENT OR COMPLETED CONTRACTS WITH ANY PERSON AND, TO THE KNOWLEDGE OF
SELLER AND GISH, NO SUCH PERSON HAS MADE WRITTEN DEMAND FOR SUCH RENEGOTIATION.
(F)
THE CONTRACTS RELATING TO THE SALE, DESIGN, MANUFACTURE, OR
PROVISION OF PRODUCTS OR SERVICES BY GISH HAVE BEEN ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS AND HAVE BEEN ENTERED INTO WITHOUT THE COMMISSION OF ANY ACT
ALONE OR IN CONCERT WITH ANY OTHER PERSON, OR ANY CONSIDERATION HAVING BEEN PAID
OR PROMISED, THAT IS OR WOULD BE IN VIOLATION OF ANY LEGAL REQUIREMENT.
3.18.
INSURANCE.
(A)
GISH CARRIES VALID INSURANCE POLICIES WITH RESPECT TO ITS ASSETS,
PROPERTIES AND BUSINESS IN TYPE AND QUANTITY CONSIDERED ADEQUATE, SUFFICIENT AND
CUSTOMARY FOR PARTICIPANTS IN THE INDUSTRIES IN WHICH GISH OPERATES.
(B)
SELLER AND GISH HAVE DELIVERED TO BUYER:
(I)
TRUE AND COMPLETE COPIES OF ALL POLICIES OF INSURANCE TO WHICH
GISH IS A PARTY OR UNDER WHICH GISH, OR ANY DIRECTOR OR OFFICER OF GISH, IS OR
HAS BEEN COVERED AT ANY TIME WITHIN THE THREE (3) YEARS PRECEDING THE DATE OF
THIS AGREEMENT;
(II)
TRUE AND COMPLETE COPIES OF ALL PENDING APPLICATIONS FOR POLICIES
OF INSURANCE; AND
(III)
ANY STATEMENT BY THE AUDITOR OF GISH'S FINANCIAL STATEMENTS WITH
REGARD TO THE ADEQUACY OF SUCH ENTITY'S COVERAGE OR OF THE RESERVES FOR CLAIMS.
(C)
PART 3.18(C)OF THE DISCLOSURE SCHEDULE DESCRIBES:
(I)
ANY SELF-INSURANCE ARRANGEMENT BY OR AFFECTING GISH, INCLUDING
ANY RESERVES ESTABLISHED THEREUNDER;
(II)
ANY CONTRACT OR ARRANGEMENT, OTHER THAN A POLICY OF INSURANCE,
FOR THE TRANSFER OR SHARING OF ANY RISK BY GISH; AND
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(III)
ALL OBLIGATIONS OF GISH TO THIRD PARTIES WITH RESPECT TO
INSURANCE (INCLUDING SUCH OBLIGATIONS UNDER LEASES AND SERVICE AGREEMENTS) AND
THE POLICY UNDER WHICH SUCH COVERAGE IS PROVIDED.
(D)
NEITHER SELLER NOR GISH HAS RECEIVED (A) ANY REFUSAL OF COVERAGE
OR ANY NOTICE THAT A DEFENSE WILL BE AFFORDED WITH RESERVATION OF RIGHTS, OR (B)
ANY NOTICE OF CANCELLATION OR ANY OTHER INDICATION THAT ANY INSURANCE POLICY IS
NO LONGER IN FULL FORCE OR EFFECT OR WILL NOT BE RENEWED OR THAT THE ISSUER OF
ANY POLICY IS NOT WILLING OR ABLE TO PERFORM ITS OBLIGATIONS THEREUNDER.
(E)
GISH AND/OR SELLER HAVE PAID ALL PREMIUMS DUE, AND HAVE OTHERWISE
PERFORMED ITS OBLIGATIONS, UNDER EACH POLICY TO WHICH GISH IS A PARTY OR THAT
PROVIDES COVERAGE TO GISH OR ANY DIRECTOR OR OFFICER OF GISH.
(F)
GISH HAS GIVEN TIMELY NOTICE TO THE INSURER OF ALL CLAIMS THAT
MAY BE INSURED THEREBY.
3.19.
ENVIRONMENTAL MATTERS.
Except as set forth in Part 3.19 of the Disclosure Schedule:
(A)
GISH IS, AND AT ALL TIMES HAS BEEN, IN MATERIAL COMPLIANCE WITH,
AND HAS NOT BEEN AND IS NOT IN MATERIAL VIOLATION OF OR LIABLE UNDER, ANY
ENVIRONMENTAL LAW.
NEITHER SELLER NOR GISH HAS ANY BASIS TO EXPECT, NOR HAS ANY
OF THEM OR ANY OTHER PERSON FOR WHOSE CONDUCT THEY ARE OR MAY BE HELD TO BE
RESPONSIBLE RECEIVED, ANY ACTUAL OR THREATENED ORDER,