FROM ANY GOVERNMENTAL BODY (OTHER THAN AS
NECESSARY TO TRANSFER, OR TO ALLOW BUYER TO OPERATE UNDER, ENVIRONMENTAL PERMITS
30
REQUIRED UNDER ENVIRONMENTAL LAWS), OR (IV) TO RECORD OR DELIVER TO ANY PERSON
OR ENTITY (OTHER THAN BUYER) ANY DISCLOSURE DOCUMENT OR STATEMENT PERTAINING TO
ENVIRONMENTAL MATTERS.
SECTION 4.23
INSURANCE.
SCHEDULE 4.23 SETS FORTH A LIST OF ALL INSURANCE
POLICIES OF EACH OF THE SUBJECT COMPANIES OR RELATING TO ITS ASSETS OR THE
CONDUCT OF ITS BUSINESS (COLLECTIVELY, THE "INSURANCE POLICIES").
THE INSURANCE
POLICIES (I) ARE VALID, OUTSTANDING AND ENFORCEABLE, (II) ARE ISSUED BY INSURERS
THAT ARE FINANCIALLY SOUND AND REPUTABLE, (III) TAKEN TOGETHER, PROVIDE ADEQUATE
INSURANCE COVERAGE FOR THE ASSETS AND THE OPERATION OF THE BUSINESS OF THE
SUBJECT COMPANIES, (IV) ARE SUFFICIENT FOR COMPLIANCE WITH ALL LAWS AND
CONTRACTS TO WHICH THE SUBJECT COMPANIES ARE A PARTY OR BY WHICH THEY ARE BOUND,
AND (V) EXCEPT AS SET FORTH IN SCHEDULE 4.23, DO NOT PROVIDE FOR ANY
RETROSPECTIVE PREMIUM ADJUSTMENT OR OTHER EXPERIENCE-BASED LIABILITY ON THE PART
OF ANY OF THE SUBJECT COMPANIES.
EACH OF THE SUBJECT COMPANIES HAS PAID ALL
PREMIUMS DUE, AND HAS OTHERWISE PERFORMED ALL OF ITS OBLIGATIONS, UNDER EACH OF
THE INSURANCE POLICIES.
NONE OF THE SELLER PARTIES OR ANY OF THE SUBJECT
COMPANIES HAS RECEIVED (I) ANY REFUSAL OF COVERAGE OR ANY NOTICE THAT A DEFENSE
WILL BE AFFORDED WITH A RESERVATION OF RIGHTS UNDER ANY OF THE INSURANCE
POLICIES, OR (II) ANY NOTICE OF CANCELLATION OR ANY OTHER INDICATION THAT ANY
INSURANCE POLICY IS NO LONGER IN FULL FORCE OR EFFECT OR WILL NOT BE RENEWED OR
THAT THE ISSUER OF ANY INSURANCE POLICY IS NOT WILLING OR ABLE TO PERFORM ITS
OBLIGATIONS THEREUNDER.
SECTION 4.24
GOVERNMENT LICENSES AND PERMITS.
SCHEDULE 4.24 SETS FORTH A LIST
OF ALL LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS, QUALIFICATIONS, PLANS
(INCLUDING VESSEL RESPONSE PLANS) APPROVED BY OR SUBMITTED TO GOVERNMENTAL
BODIES AND ORDERS OF GOVERNMENTAL BODIES REQUIRED FOR THE OPERATION OR CONDUCT
OF THE BUSINESS OF ANY OF THE SUBJECT COMPANIES AS CURRENTLY CONDUCTED OR THE
OWNERSHIP OF ANY OF ITS ASSETS, ALL OF WHICH ARE IN FULL FORCE AND EFFECT.
SECTION 4.25
RESPONSIBLE CARRIERS PLAN.
EACH OF THE SUBJECT COMPANIES HAS
ADOPTED AN AMERICAN WATERWAYS OPERATORS RESPONSIBLE CARRIERS PLAN, WHICH IS
ATTACHED HERETO AS SCHEDULE 4.25, AND TO THE KNOWLEDGE OF SELLERS, IS IN
COMPLIANCE WITH ALL RESPONSIBLE CARRIER PLAN REQUIREMENTS.
SECTION 4.26
TAXES.
(A)
THE SELLER PARTIES AND THE SUBJECT COMPANIES HAVE CAUSED TO BE
TIMELY FILED WITH APPROPRIATE GOVERNMENTAL BODIES ALL TAX RETURNS REQUIRED TO BE
FILED BY OR WITH RESPECT TO THE SUBJECT COMPANIES, THE ASSETS AND OPERATIONS OF
THE SUBJECT COMPANIES AND THE CONDUCT OF THE BUSINESS OF THE SUBJECT COMPANIES
(TOGETHER, "SMITH ITEMS"), AND HAS PAID OR CAUSED TO BE PAID OR MADE PROVISIONS
FOR THE PAYMENT OF ALL TAXES DUE WITH RESPECT THERETO.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.26(B), NONE OF THE SUBJECT
COMPANIES HAS RECEIVED NOTICE OF, AND THE SELLER PARTIES DO NOT HAVE ANY
KNOWLEDGE OF,