WORKERS COMPENSATION, DIRECTORS AND OFFICERS LIABILITY,
SURETY BONDS, KEY MAN OR CORPORATE OWNED LIFE INSURANCE, VEHICULAR AND OTHER
INSURANCE POLICIES AND CONTRACTS) COVERING THE COMPANY, SUBSIDIARY OR AFFILIATE
OR OTHERWISE HELD BY OR ON BEHALF OF IT, OR ANY ASPECT OF ITS ASSETS OR
BUSINESS, INDICATING THE TYPE OF COVERAGE, NAME OF INSURED, THE INSURER, THE
AMOUNT OF COVERAGE, THE DEDUCTIBLES, THE PREMIUM, THE EXPIRATION DATE, AND OTHER
MATERIAL TERMS THEREOF AND THE AGGREGATE AMOUNTS PAID THEREUNDER.
(III)
ANY CONTRACT, OTHER THAN A POLICY OF INSURANCE, FOR THE TRANSFER
OR SHARING OF ANY RISK BY THE COMPANY; AND
(IV)
ALL OBLIGATIONS OF THE COMPANY TO THIRD PARTIES WITH RESPECT TO
INSURANCE (INCLUDING SUCH OBLIGATIONS UNDER LEASES AND SERVICE AGREEMENTS) AND
IDENTIFIES THE POLICY UNDER WHICH SUCH COVERAGE IS PROVIDED; AND
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.22(C), TO SELLER'S KNOWLEDGE,
THERE ARE NO PENDING CLAIMS UNDER ANY OF THE FOREGOING. TO SELLER'S KNOWLEDGE
THERE IS NO REASON WHY ANY OF SUCH INSURANCE POLICIES OR CONTRACTS WILL BE
TERMINATED, SUSPENDED, MODIFIED OR AMENDED, OR NOT RENEWED ON SUBSTANTIALLY
IDENTICAL TERMS (INCLUDING, WITHOUT LIMITATION, PREMIUM COSTS), OR WILL REQUIRE
ALTERATION OF ANY EQUIPMENT OR ANY IMPROVEMENTS TO REAL PROPERTY OCCUPIED BY OR
LEASED TO OR BY THE COMPANY OR SUBSIDIARY, OR THE PURCHASE OF ADDITIONAL
EQUIPMENT, OR THE MODIFICATION OF ANY OF THE METHODS OF DOING BUSINESS. NEITHER
THE COMPANY, SUBSIDIARY NOR AFFILIATE, OR TO THE SELLER'S KNOWLEDGE, ANY THIRD
PARTY TO SUCH INSURANCE POLICY OR CONTRACT IS IN DEFAULT WITH RESPECT THERETO,
NOR DOES ANY CONDITION EXIST THAT WITH NOTICE OR LAPSE OF TIME OR BOTH COULD
CONSTITUTE SUCH A DEFAULT BY ANY PARTY THEREUNDER. NEITHER THE COMPANY,
SUBSIDIARY NOR AFFILIATE HAVE FAILED TO GIVE ANY NOTICE OR PRESENT ANY CLAIM
UNDER ANY SUCH INSURANCE POLICY OR CONTRACT IN DUE OR TIMELY FASHION OR AS
REQUIRED THEREBY IN A MANNER WHICH MAY JEOPARDIZE FULL RECOVERY THEREUNDER. ALL
SUCH INSURANCE POLICIES OR CONTRACTS PROVIDE COVERAGE IN AMOUNTS AND UPON TERMS
THAT ARE REASONABLE AND ADEQUATE FOR PERSONS HAVING SIMILAR BUSINESSES,
OPERATION, ASSETS AND PROPERTIES. COMPLETE AND ACCURATE COPIES OF ALL SUCH
POLICIES, CONTRACTS AND RELATED DOCUMENTATION HAVE PREVIOUSLY BEEN DELIVERED TO
PURCHASER.
(D)
THE SELLER, THE COMPANY, SUBSIDIARY AND AFFILIATE, AS APPLICABLE,
HAVE INDIVIDUALLY OR JOINTLY MAINTAINED, AND WILL CONTINUE TO MAINTAIN UNTIL THE
CLOSING DATE, THE INSURANCE SET FORTH IN SCHEDULE 3.22(B), WHICH INSURANCE
COVERS THE TANGIBLE REAL
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AND PERSONAL PROPERTY AND ASSETS OF THE COMPANY, SUBSIDIARY, AND THE AFFILIATE,
WHETHER OWNED OR LEASED, AGAINST LOSS OR DAMAGE BY FIRE OR OTHER CASUALTY. THE
COMPANY AND SUBSIDIARY ALSO CARRY PRODUCT LIABILITY INSURANCE. ALL SUCH
INSURANCE IS IN FULL FORCE ON THE DATE OF THIS AGREEMENT AND IS CARRIED WITH
INSURERS LICENSED IN THE STATES AFFECTED BY SUCH POLICIES.
(E)
THE COMPANY AND SUBSIDIARY ARE PRESENTLY INSURED FOR GENERAL
LIABILITY AND WORKER'S COMPENSATION RISKS THROUGH A THIRD PARTY INSURANCE
COMPANY, WHICH INSURANCE COVERS CLAIMS MADE AGAINST THE COMPANY OR SUBSIDIARY.
(F)
THE COMPANY AND SUBSIDIARY HAVE PROMPTLY AND ADEQUATELY