AND BINDING
OBLIGATION OF THE APPLICABLE COMPANY OR SUBSIDIARY OF THE COMPANIES PARTY
THERETO; AND (B) IS IN FULL FORCE AND EFFECT, AND ENFORCEABLE AGAINST THE
APPLICABLE COMPANY OR SUBSIDIARY OF THE COMPANIES PARTY THERETO AND, TO THE
KNOWLEDGE OF SELLERS, EACH OTHER PARTY THERETO, EXCEPT AS LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS IN GENERAL AND SUBJECT TO GENERAL PRINCIPLES OF
EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING
AT LAW OR IN EQUITY); (II) NONE OF THE COMPANIES OR THEIR SUBSIDIARIES AND, TO
THE KNOWLEDGE OF SELLERS, NO OTHER PARTY THERETO, IS IN BREACH OR DEFAULT UNDER
ANY MATERIAL COMPANY CONTRACT, WITH OR WITHOUT NOTICE OR LAPSE OF TIME OR BOTH,
AND NONE OF THE COMPANIES OR THE SUBSIDIARIES OF THE COMPANIES HAS GIVEN OR
RECEIVED WRITTEN NOTICE OF ANY DISPUTE, BREACH OR DEFAULT THEREUNDER, EXCEPT, IN
EACH CASE, WHERE SUCH FAILURE TO BE IN FULL FORCE AND EFFECT AND ENFORCEABLE, OR
SUCH BREACH, DEFAULT OR DISPUTE, WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO GIVE RISE TO A MATERIAL LIABILITY OF THE BUSINESS OR
ANY LIABILITY OF ANY COMPANY OR ANY SUBSIDIARY OF ANY COMPANY THAT IS MATERIAL
IN THE CONTEXT OF THE COMPANIES AND THEIR SUBSIDIARIES TAKEN AS A WHOLE, OR
MATERIALLY INTERFERE WITH THE CONDUCT OF THE BUSINESS; AND (III) NO SELLER,
COMPANY OR SUBSIDIARY OF THE COMPANIES, HAS RECEIVED NOTICE (WHETHER WRITTEN OR
ORAL) OF THE PENDING OR OVERTLY THREATENED CANCELLATION, REVOCATION OR
TERMINATION, OR MATERIAL MODIFICATION OR AMENDMENT OF ANY MATERIAL COMPANY
CONTRACT.
NO COMPANY OR SUBSIDIARY OF THE COMPANIES HAS ASSIGNED, DELEGATED OR
OTHERWISE TRANSFERRED ANY OF ITS MATERIAL RIGHTS OR OBLIGATIONS WITH RESPECT TO
ANY SUCH MATERIAL COMPANY CONTRACT EXCEPT TO ANOTHER COMPANY OR SUBSIDIARY OF A
COMPANY.
SECTION 3.15
INSURANCE.
(A)
SECTION 3.15(A) OF THE SELLER DISCLOSURE SCHEDULE SETS FORTH A
LIST OF ALL INSURANCE POLICIES RELATING TO THE BUSINESS OR OTHERWISE TO THE
COMPANIES, THEIR SUBSIDIARIES AND/OR THEIR ASSETS AND/OR PROPERTIES THE
("INSURANCE POLICIES"), INDICATING WHICH OF SUCH POLICIES ARE HELD BY AND WHICH
ARE HELD SOLELY BY ANY OF THE COMPANIES OR THEIR SUBSIDIARIES (THE "PRIMARY
POLICIES").
ALL INSURANCE POLICIES WHICH ARE NOT PRIMARY POLICIES ARE REFERRED
TO HEREIN AS "GLOBAL POLICIES".
ALL SUCH INSURANCE POLICIES ARE IN FULL FORCE
AND EFFECT (OTHER THAN ANY POLICIES THAT CEASE TO BE IN FULL FORCE AND EFFECT AS
A RESULT OF EXPIRING IN ACCORDANCE WITH THEIR TERMS).
AS OF THE DATE HEREOF,
THERE IS NO CLAIM BY ANY OF THE COMPANIES OR THEIR SUBSIDIARIES PENDING UNDER
ANY INSURANCE POLICIES AS TO WHICH COVERAGE HAS BEEN DENIED OR DISPUTED IN
WRITING BY THE APPLICABLE INSURERS.
ALL PREMIUMS DUE AND PAYABLE UNDER ALL
INSURANCE POLICIES HAVE BEEN PAID AND THE SELLERS OR THEIR AFFILIATES, AS
APPLICABLE, ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE TERMS AND
CONDITIONS OF SUCH POLICIES.
NONE OF THE SELLERS, THE COMPANIES OR THE
SUBSIDIARIES OF THE COMPANIES HAS WITHIN THE PREVIOUS