WHICH THE COMPANY IS A PARTY OR BY
WHICH IT IS BOUND THAT HAS NOT EXPIRED BY ITS TERMS IS IN FULL FORCE AND EFFECT.
2.20
INSURANCE.
(A)
SECTION 2.20(A) OF THE COMPANY SCHEDULE SETS FORTH
EACH INSURANCE POLICY (INCLUDING FIRE, THEFT, CASUALTY, GENERAL LIABILITY,
WORKERS COMPENSATION, BUSINESS INTERRUPTION, ENVIRONMENTAL, PRODUCT LIABILITY
AND AUTOMOBILE INSURANCE POLICIES AND BOND AND SURETY ARRANGEMENTS) TO WHICH THE
COMPANY IS A PARTY (THE "INSURANCE POLICIES").
THE INSURANCE POLICIES ARE IN
FULL FORCE AND EFFECT, MAINTAINED WITH REPUTABLE COMPANIES AGAINST LOSS RELATING
TO THE BUSINESS, OPERATIONS AND PROPERTIES AND SUCH OTHER RISKS AS REASONABLY
DETERMINED BY THE COMPANY'S BOARD OF DIRECTORS.
ALL PREMIUMS DUE AND PAYABLE
UNDER THE INSURANCE POLICIES HAVE BEEN PAID ON A TIMELY BASIS AND THE COMPANY IS
IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL OTHER TERMS THEREOF.
TRUE,
COMPLETE AND CORRECT COPIES OF THE INSURANCE POLICIES HAVE BEEN MADE AVAILABLE
TO PARENT.
(B)
THERE ARE NO CLAIMS PENDING AS TO WHICH COVERAGE HAS BEEN
QUESTIONED, DENIED OR DISPUTED.
ALL CLAIMS THEREUNDER HAVE BEEN FILED IN A DUE
AND TIMELY FASHION AND THE COMPANY HAS NOT BEEN REFUSED INSURANCE FOR WHICH IT
HAS APPLIED OR HAD ANY POLICY OF INSURANCE TERMINATED (OTHER THAN AT ITS
REQUEST), NOR HAS THE COMPANY RECEIVED NOTICE FROM ANY INSURANCE CARRIER THAT:
(I) SUCH INSURANCE WILL BE CANCELED OR THAT COVERAGE THEREUNDER WILL BE REDUCED
OR ELIMINATED; OR (II) PREMIUM COSTS WITH RESPECT TO SUCH INSURANCE WILL BE
INCREASED, OTHER THAN PREMIUM INCREASES IN THE ORDINARY COURSE OF BUSINESS
APPLICABLE ON THEIR TERMS TO ALL HOLDERS OF SIMILAR POLICIES.
25
2.21
GOVERNMENTAL ACTIONS/FILINGS.
EXCEPT AS SET FORTH IN SECTION 2.21
OF THE COMPANY SCHEDULE, TO THE COMPANY'S KNOWLEDGE, THE COMPANY HAS BEEN
GRANTED AND HOLDS, AND HAS MADE, ALL GOVERNMENTAL ACTIONS/FILINGS (INCLUDING,
WITHOUT LIMITATION, THE GOVERNMENTAL ACTIONS/FILINGS REQUIRED FOR THE
MANUFACTURE AND SALE OF ALL PRODUCTS MANUFACTURED AND SOLD BY IT) NECESSARY TO
THE CONDUCT BY THE COMPANY OF ITS BUSINESS (AS PRESENTLY CONDUCTED AND AS
PRESENTLY PROPOSED TO BE CONDUCTED BY IT) OR USED OR HELD FOR USE BY THE
COMPANY.
EACH SUCH GOVERNMENTAL ACTION/FILING IS IN FULL FORCE AND EFFECT, AND
THE COMPANY IS IN SUBSTANTIAL COMPLIANCE WITH ALL OF ITS OBLIGATIONS WITH
RESPECT THERETO.
TO THE COMPANY'S KNOWLEDGE, NO EVENT HAS OCCURRED AND IS
CONTINUING WHICH REQUIRES OR PERMITS, OR AFTER NOTICE OR LAPSE OF TIME OR BOTH
WOULD REQUIRE OR PERMIT, AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY ANCILLARY DOCUMENTS WILL NOT REQUIRE OR PERMIT (WITH OR
WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH), ANY MODIFICATION OR TERMINATION OF
ANY SUCH GOVERNMENTAL ACTIONS/FILINGS.
NO GOVERNMENTAL ACTION/FILING IS
NECESSARY TO BE OBTAINED, SECURED OR MADE BY THE COMPANY TO ENABLE IT TO
CONTINUE TO CONDUCT ITS BUSINESSES AND OPERATIONS AND USE ITS PROPERTIES AFTER
THE CLOSING IN A MANNER WHICH IS CONSISTENT WITH CURRENT PRACTICE.
FOR PURPOSES
OF THIS AGREEMENT, THE TERM "GOVERNMENTAL ACTION/FILING" SHALL MEAN ANY
FRANCHISE, LICENSE, CERTIFICATE OF COMPLIANCE, AUTHORIZATION, CONSENT, ORDER,
PERMIT, APPROVAL,