THE POLICY BY INSURER, TYPE
OF INSURANCE, AND PERIOD OF COVERAGE; AND
(C)
THE AMOUNT AND A BRIEF DESCRIPTION OF THE
CLAIM; AND
(III)
A STATEMENT DESCRIBING THE LOSS EXPERIENCE
FOR ALL CLAIMS THAT WERE SELF-INSURED, INCLUDING THE NUMBER AND AGGREGATE COST
OF SUCH CLAIMS.
(D)
ALL POLICIES TO WHICH EACH OF PARENT AND THE
COMPANY IS A PARTY OR THAT PROVIDE COVERAGE TO MAJORITY OWNERS, PARENT, THE
COMPANY, OR ANY DIRECTOR OR OFFICER OF EACH OF PARENT AND THE COMPANY:
(I)
ARE VALID, OUTSTANDING, AND ENFORCEABLE;
(II)
ARE ISSUED BY AN INSURER THAT IS
FINANCIALLY SOUND AND REPUTABLE;
(III)
TAKEN TOGETHER, PROVIDE ADEQUATE INSURANCE
COVERAGE FOR THE ASSETS AND THE OPERATIONS OF EACH OF PARENT AND THE COMPANY FOR
ALL RISKS NORMALLY INSURED AGAINST BY A PERSON CARRYING ON THE SAME BUSINESS OR
BUSINESSES AS EACH OF PARENT AND THE COMPANY;
50
(IV)
ARE SUFFICIENT FOR COMPLIANCE WITH ALL LEGAL
REQUIREMENTS AND CONTRACTS TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS
BOUND;
(V)
WILL CONTINUE IN FULL FORCE AND EFFECT
FOLLOWING THE CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS; AND
(VI)
DO NOT PROVIDE FOR ANY RETROSPECTIVE PREMIUM
ADJUSTMENT OR OTHER EXPERIENCED-BASED LIABILITY ON THE PART OF PARENT OR THE
COMPANY.
(E)
SINCE JANUARY 1, 2006, NEITHER PARENT NOR
THE COMPANY 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.
(F)
EACH OF PARENT AND THE COMPANY HAS PAID
ALL PREMIUMS DUE, AND HAS OTHERWISE PERFORMED IN ALL MATERIAL RESPECTS ALL OF
ITS RESPECTIVE OBLIGATIONS, UNDER EACH POLICY TO WHICH IT IS A PARTY OR THAT
PROVIDES COVERAGE TO IT OR A DIRECTOR THEREOF.
(G)
EACH OF PARENT AND THE COMPANY HAS GIVEN
NOTICE TO THE INSURER OF ALL CLAIMS OF WHICH PARENT OR THE COMPANY HAS KNOWLEDGE
THAT MAY BE INSURED THEREBY.
3.19
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN
SECTION 3.19 OF THE DISCLOSURE SCHEDULE:
(A)
EACH OF PARENT AND THE COMPANY IS, AND AT
ALL TIMES HAS BEEN, IN FULL COMPLIANCE WITH, AND HAS NOT BEEN AND IS NOT IN
VIOLATION OF OR LIABLE UNDER, ANY ENVIRONMENTAL LAW.
NEITHER MAJORITY OWNERS
NOR THE COMPANY 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, NOTICE, OR OTHER COMMUNICATION FROM (I) ANY GOVERNMENTAL
BODY OR PRIVATE CITIZEN ACTING IN THE PUBLIC INTEREST, OR (II) THE CURRENT OR
PRIOR OWNER OR OPERATOR OF ANY FACILITIES, OF ANY ACTUAL OR POTENTIAL VIOLATION
OR FAILURE TO COMPLY WITH ANY ENVIRONMENTAL LAW, OR OF ANY ACTUAL OR THREATENED
OBLIGATION TO UNDERTAKE OR BEAR THE COST OF ANY ENVIRONMENTAL, HEALTH, AND
SAFETY