4.17 NO ACTIONS, INVESTIGATIONS, SUITS
OR CLAIMS WITH RESPECT TO THE ASSETS THEREOF (OTHER THAN ROUTINE CLAIMS FOR
BENEFITS) ARE PENDING OR THREATENED, AND THE COMPANY HAS NO KNOWLEDGE OF ANY
FACTS WHICH WOULD GIVE RISE TO OR COULD REASONABLY BE EXPECTED TO GIVE RISE TO
ANY SUCH ACTIONS, SUITS OR CLAIMS.
(F)
WITH RESPECT TO EACH OF THE PLANS, THE COMPANY HAS FURNISHED OR MADE
AVAILABLE TO BUYER TRUE AND COMPLETE COPIES OF (I) THE PLAN DOCUMENTS, SUMMARY
PLAN DESCRIPTIONS AND SUMMARIES OF MATERIAL MODIFICATIONS AND OTHER MATERIAL
EMPLOYEE COMMUNICATIONS, (II) THE MOST RECENT DETERMINATION LETTER RECEIVED FROM
THE INTERNAL REVENUE SERVICE, (III) THE FORM 5500 ANNUAL REPORT (INCLUDING ALL
SCHEDULES AND OTHER ATTACHMENTS FOR THE MOST RECENT THREE YEARS), (IV) ALL
RELATED TRUST AGREEMENTS, INSURANCE CONTRACTS OR OTHER FUNDING AGREEMENTS WHICH
IMPLEMENT SUCH PLANS AND (V) ALL CONTRACTS RELATING TO EACH SUCH PLAN, INCLUDING
SERVICE PROVIDER AGREEMENTS, INSURANCE CONTRACTS, INVESTMENT MANAGEMENT
AGREEMENTS AND RECORDKEEPING AGREEMENTS.
4.18
INSURANCE.
THE COMPANY HAS THE LIABILITY INSURANCE LISTED ON
SCHEDULE 4.18.
SCHEDULE 4.18 LISTS AND BRIEFLY DESCRIBES EACH INSURANCE POLICY
(INCLUDING THE TYPE OF COVERAGE, INSURER, PREMIUM PAID, POLICY NUMBER, NAMED
INSURED AND EXPIRATION DATE OF EACH POLICY) MAINTAINED BY OR ON BEHALF OF THE
COMPANY WITH RESPECT TO THE BUSINESS AND THE
29
PURCHASED ASSETS, TOGETHER WITH A CLAIMS HISTORY FOR THE PAST THREE (3) YEARS.
ALL OF SUCH INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT, AND THE COMPANY IS
NOT IN DEFAULT WITH RESPECT TO ITS OBLIGATIONS UNDER ANY SUCH INSURANCE
POLICIES.
THE COMPANY HAS NEVER BEEN DENIED INSURANCE COVERAGE WITH RESPECT TO
ANY ASPECT OF THE BUSINESS OR ANY OF THE PURCHASED ASSETS.
EXCEPT AS SET FORTH
ON SCHEDULE 4.18, THE COMPANY DOES NOT HAVE ANY SELF-INSURANCE OR CO-INSURANCE
PROGRAMS WITH RESPECT TO THE BUSINESS AND THE PURCHASED ASSETS.
SCHEDULE 4.18
CONTAINS A SUMMARY OF THE COMPANY'S LOSS EXPERIENCE UNDER EACH POLICY SINCE
JANUARY 1, 2004.
THE COMPANY HAS DELIVERED TO BUYER ACCURATE AND COMPLETE
COPIES OF ALL POLICIES OF INSURANCE (AND CORRESPONDENCE RELATING TO COVERAGE
THEREUNDER) THAT RELATE TO THE BUSINESS OR THE PURCHASED ASSETS TO WHICH THE
COMPANY IS A PARTY OR UNDER WHICH THE COMPANY IS OR HAS BEEN COVERED AT ANY TIME
DURING THE THREE (3)-YEAR PERIOD ENDING ON THE CLOSING DATE.
4.19
AFFILIATE TRANSACTIONS.
EXCEPT FOR THE COMPANY SHAREHOLDERS' RIGHTS AS
SHAREHOLDERS OF THE COMPANY, THE TRANSACTION DOCUMENTS, OR AS OTHERWISE
DISCLOSED ON SCHEDULE 4.19, NO OFFICER, DIRECTOR, EMPLOYEE, STOCKHOLDER, OR
AFFILIATE OF THE COMPANY OR ANY INDIVIDUAL RELATED BY BLOOD, MARRIAGE OR
ADOPTION TO ANY SUCH INDIVIDUAL OR ANY ENTITY IN WHICH ANY SUCH PERSON OWNS ANY
BENEFICIAL INTEREST (COLLECTIVELY, THE "INSIDERS"), IS A PARTY TO ANY AGREEMENT,
CONTRACT, COMMITMENT, PROMISSORY NOTE, LOAN OR ANY OTHER ACTUAL OR PROPOSED
TRANSACTION WITH THE COMPANY OR THE BUSINESS, OR HAS ANY MATERIAL INTEREST IN
ANY OF THE PURCHASED ASSETS OR OTHER PROPERTY USED BY THE COMPANY WHICH IS
MATERIAL TO THE OPERATION OF THE BUSINESS.
4.20
COMPLIANCE WITH LAWS.
THE COMPANY AND ITS