OF SELLER'S PRODUCTS.
EXCEPT AS OTHERWISE SET FORTH
ON SCHEDULE 3.10, SELLER DOES NOT HAVE ANY KNOWLEDGE OF ANY PRESENT OR FUTURE
CLAIM AGAINST SELLER, WHETHER OR NOT FULLY COVERED BY INSURANCE, FOR LIABILITY
ON ACCOUNT OF NEGLIGENCE OR PRODUCT LIABILITY OR ON ACCOUNT OF ANY RETURN
POLICIES OR WARRANTIES OF THE BUSINESS WHICH WOULD HAVE, INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT ON SELLER, AND ADEQUATE RESERVES HAVE BEEN
SET ASIDE IN SELLER'S FINANCIAL STATEMENTS FOR CLAIMS RELATING TO WARRANTIES AND
PRODUCT RETURNS.
3.11
INSURANCE.
SELLER HAS DELIVERED TO BUYER TRUE AND CORRECT COPIES OF
ALL INSURANCE POLICIES, INCLUDING THOSE RELATING TO COVERAGE FOR FIRE, GENERAL
LIABILITY, WORKER'S COMPENSATION, ERRORS AND OMISSIONS, MALPRACTICE AND OTHER
FORMS OF INSURANCE MAINTAINED BY OR ON BEHALF OF SELLER IN CONNECTION WITH ITS
BUSINESS AS PROTECTION FOR THE PURCHASED ASSETS (THE "INSURANCE POLICIES").
ALL
OF SUCH POLICIES ARE NOW IN FULL FORCE AND EFFECT.
A BRIEF DESCRIPTION OF EACH
OF THE INSURANCE POLICIES IS SET FORTH ON SCHEDULE 3.11 ATTACHED HERETO.
SELLER
HAS NOT RECEIVED ANY NOTICE OF CANCELLATION OR MATERIAL AMENDMENT OF ANY SUCH
POLICIES.
NO COVERAGE THEREUNDER IS BEING DISPUTED; AND ALL MATERIAL CLAIMS
THEREUNDER HAVE BEEN FILED IN A TIMELY MANNER.
3.12
COMPLIANCE WITH LAW/PERMITS.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.12(A), INSOFAR AS THE BUSINESS
IS CONCERNED, SELLER IS IN COMPLIANCE WITH ALL, AND IS NOT IN VIOLATION OF ANY,
LAW, ORDINANCE, ORDER, DECREE, RULE OR REGULATION OF ANY GOVERNMENTAL OR
REGULATORY AGENCY OR AUTHORITY, THE VIOLATION OF, OR NONCOMPLIANCE WITH, WHICH
COULD HAVE A MATERIAL ADVERSE EFFECT ON SELLER.
EXCEPT AS SET FORTH ON
SCHEDULE 3.12(A), NO (I) CHARGES OF VIOLATIONS OF LAWS OR REGULATIONS RELATING
TO ITS BUSINESS HAVE BEEN MADE OR, TO SELLER'S KNOWLEDGE, THREATENED, (II)
PROCEEDINGS OR INVESTIGATIONS RELATING TO ITS BUSINESS ARE PENDING OR, TO
SELLER'S KNOWLEDGE, HAVE BEEN THREATENED, AND (III) CITATIONS OR NOTICES OF
DEFICIENCY HAVE BEEN ISSUED OR, TO SELLER'S KNOWLEDGE, HAVE BEEN THREATENED,
AGAINST SELLER RELATING TO OR ARISING OUT OF ITS BUSINESS BY ANY GOVERNMENTAL OR
REGULATORY AUTHORITIES, WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT ON SELLER; AND, TO
SELLER'S KNOWLEDGE, THERE ARE NO FACTS OR CIRCUMSTANCES UPON WHICH ANY SUCH
CHARGES, PROCEEDINGS, INVESTIGATIONS, OR CITATIONS OR DEFICIENCY NOTICES,
REASONABLY MAY BE INSTITUTED, ISSUED OR BROUGHT HEREAFTER.
(B)
SCHEDULE 3.12(B) CONTAINS A TRUE, CORRECT AND COMPLETE LIST OF ALL
GOVERNMENTAL OR REGULATORY LICENSES, PERMITS, AUTHORIZATIONS, FRANCHISES,
CERTIFICATES OR RIGHTS (CONTRACTUAL OR OTHER) TO OPERATE SELLER'S BUSINESS, THAT
ARE HELD BY SELLER (COLLECTIVELY, "LICENSES AND PERMITS").
TO THE KNOWLEDGE OF
SELLER, EACH OF SUCH LICENSES AND PERMITS ARE IN FULL FORCE AND EFFECT AS OF THE
DATE HEREOF.
THERE IS NO OTHER LICENSE, PERMIT, AUTHORIZATION, FRANCHISE,
CERTIFICATE OR RIGHT TO OPERATE THE ABSENCE OF WHICH HAS HAD A MATERIAL ADVERSE
EFFECT ON SELLER.
SELLER IS IN COMPLIANCE WITH THE CONDITIONS AND REQUIREMENTS
IMPOSED BY OR IN CONNECTION WITH SUCH LICENSES AND PERMITS.
SELLER HAS NOT