MATERIAL TO THIS AGREEMENT AND RELIED UPON BY THE COMPANY AND THE INSURED,
RESPECTIVELY, IN ENTERING INTO THIS AGREEMENT.
7.3
LABOR READY (ON BEHALF OF ITSELF AND THE
OTHER INSUREDS) REPRESENTS AND WARRANTS TO THE COMPANY AND NATIONAL UNION THAT:
(I)
LABOR READY HAS ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT, AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
THE EXECUTION AND DELIVERY BY LABOR READY OF THIS AGREEMENT, AND
PERFORMANCE BY LABOR READY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, HAVE BEEN
DULY AUTHORIZED.
THIS AGREEMENT, WHEN DULY EXECUTED AND DELIVERED BY LABOR
READY, SUBJECT TO THE DUE EXECUTION AND DELIVERY HEREOF BY THE COMPANY AND
NATIONAL UNION, WILL BE A VALID AND BINDING OBLIGATION OF THE INSURED,
ENFORCEABLE AGAINST THE INSURED, ITS PERMITTED SUCCESSORS AND ASSIGNS, IN
ACCORDANCE WITH ITS TERMS.
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY IN
ACCORDANCE WITH THE RESPECTIVE TERMS AND CONDITIONS HEREOF WILL NOT: (A) VIOLATE
ANY PROVISIONS OF THE ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL
DOCUMENTS OF LABOR READY, OR (B) VIOLATE ANY ORDER, JUDGMENT, INJUNCTION, AWARD
OR DECREE OF ANY COURT, ARBITRATOR, OR GOVERNMENTAL OR REGULATORY BODY AGAINST,
OR BINDING UPON, OR ANY AGREEMENT WITH, OR CONDITION IMPOSED BY, ANY
GOVERNMENTAL OR REGULATORY BODY, FOREIGN OR DOMESTIC, BINDING UPON THE INSURED
AS OF THE DATE HEREOF.
(III)
LABOR READY HAS THE RIGHT, POWER AND
AUTHORITY TO APPROVE THE ASSIGNMENT, ASSUMPTION AND NOVATION OF THE POLICIES ON
BEHALF OF ALL PERSONS INSURED OR LOSS PAYEES THEREUNDER.
(IV)
THE ONLY AGREEMENTS BETWEEN LABOR READY AND
THE COMPANY WHICH REFER OR RELATE TO THE POLICIES ARE THE RELATED AGREEMENTS.
(V)
TO THE BEST OF LABOR READY'S KNOWLEDGE AS OF
THE EFFECTIVE DATE, TPA IS THE ONLY THIRD PARTY ADMINISTRATOR THAT HAS BEEN
RETAINED TO ADJUST CLAIMS UNDER THE POLICIES, AND LABOR READY IS NOT AWARE OF
ANY OTHER THIRD PARTY ADMINISTRATOR BEING RETAINED BY ANY OTHER PARTY TO ADJUST
SUCH CLAIMS
11
(VI)
LABOR READY HAS NOT TRANSFERRED OR ASSIGNED
ANY OF ITS RIGHTS OR INTERESTS IN OR TO THE POLICIES OR THE RELATED AGREEMENTS,
AND NO PERSON HAS ANY RIGHT OR OTHER INTEREST THEREIN OR LIEN OR OTHER
ENCUMBRANCE THEREON.
(VII)
EACH SUCH WARRANTY AND REPRESENTATION IS
MATERIAL TO THIS AGREEMENT AND RELIED UPON BY THE COMPANY AND NATIONAL UNION IN
ENTERING INTO THIS AGREEMENT.
7.4
THIS ARTICLE VII SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
ARTICLE VIII
COVENANTS
8.1
AS SOON AS PRACTICABLE AFTER THE EXECUTION
AND DELIVERY OF THIS AGREEMENT, THE COMPANY SHALL FORWARD TO NATIONAL UNION, AT
NATIONAL UNION'S SOLE COST AND EXPENSE, A TRUE COPY OF ALL RECORDS RELATING TO
THE POLICIES.
8.2
WITHIN SIXTY (60) DAYS AFTER THE EFFECTIVE
DATE, THE COMPANY WILL PROVIDE TO NATIONAL UNION A FINAL ACCOUNTING, INCLUDING
ALL RELEVANT UNIT STATISTICAL INFORMATION, OF ALL TRANSACTIONS UNDER THE
POLICIES.
THE COMPANY WILL HAVE NO FURTHER OBLIGATIONS FOR ACCOUNTING FOR THE
POLICIES UNDER THIS AGREEMENT.
8.3
THE COMPANY WARRANTS AND COVENANTS THAT IT
HAS