DEFENSE WILL BE AFFORDED WITH A RESERVATION OF
RIGHTS; AND
(III)
WITH RESPECT TO THOSE ITEMS SET FORTH ON
SCHEDULE 4.07(B) OF THE DISCLOSURE SCHEDULE WITH RESPECT TO WHICH NO NOTICE HAS
BEEN GIVEN TO THE INSURANCE CARRIER, NO SELLER HAS REASON TO BELIEVE THAT
COVERAGE WOULD BE DENIED IF A CLAIM WAS MADE.
(C)
SECTION 4.07(C) OF THE DISCLOSURE SCHEDULE
SETS FORTH EACH INCIDENT NOT LISTED IN SECTION 4.07(A) OF THE DISCLOSURE
SCHEDULE THAT TO THE KNOWLEDGE OF SELLERS HAS OCCURRED THAT AS OF THE DATE
HEREOF COULD REASONABLY BE EXPECTED TO FORM THE BASIS FOR AN ACTION WHICH COULD
REASONABLY BE EXPECTED TO RESULT IN DAMAGES IN EXCESS OF $100,000.
EXCEPT AS
SET FORTH IN SECTION 4.07(C) OF THE DISCLOSURE SCHEDULE, ALL SUCH INCIDENTS HAVE
BEEN REPORTED TO THE APPROPRIATE INSURANCE CARRIER.
Section 4.08
Compliance with Laws.
(A)
THE COMPANY HAS CONDUCTED AND, DURING ANY
PERIOD BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, WILL CONTINUE TO
CONDUCT THE BUSINESS IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ALL LAWS AND
GOVERNMENTAL ORDERS APPLICABLE TO THE COMPANY AND THE COMPANY IS NOT IN
VIOLATION IN ANY MATERIAL RESPECT OF ANY SUCH LAW OR
21
GOVERNMENTAL ORDER; PROVIDED, HOWEVER, THAT THE FOREGOING REPRESENTATIONS AND
WARRANTIES SHALL NOT BE DEEMED TO BE MADE WITH RESPECT TO HEALTH CARE LAWS.
(B)
THE COMPANY HAS ALL AUTHORIZATIONS,
APPROVALS, CONSENTS, LICENSES, REGISTRATIONS, OR PERMITS ISSUED BY A
GOVERNMENTAL AUTHORITY OR PURSUANT TO ANY LEGAL REQUIREMENT, OTHER THAN
ENVIRONMENTAL PERMITS (EACH, A "PERMIT") REQUIRED BY ANY GOVERNMENTAL AUTHORITY
FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY CONDUCTED, AND ITS EMPLOYEES AND
AGENTS (INCLUDING EACH RADIOLOGIST EMPLOYED OR UNDER CONTRACT TO PERFORM
PROFESSIONAL SERVICES ON BEHALF OF THE COMPANY) HAVE ALL LICENSES NECESSARY TO
CONDUCT THE BUSINESS AS CURRENTLY CONDUCTED BY THE COMPANY, ALL OF WHICH ARE IN
FULL FORCE AND EFFECT AND WILL REMAIN IN EFFECT FOLLOWING THE CLOSING; PROVIDED,
HOWEVER, THAT NO REPRESENTATION OR WARRANTY IS MADE REGARDING PERMITS REQUIRED
PURSUANT TO HEALTH CARE LAWS OR THE COMPANY'S QUALIFICATION TO CONDUCT BUSINESS
AS A FOREIGN ENTITY IN ANY JURISDICTION.
TO THE KNOWLEDGE OF THE SELLERS, THE
COMPANY AND ITS EMPLOYEES ARE NOT IN VIOLATION OF ANY SUCH PERMIT.
(C)
SECTION 4.08(C) OF THE DISCLOSURE SCHEDULE
SETS FORTH FOR EACH RADIOLOGIST CURRENTLY EMPLOYED BY OR UNDER CONTRACT TO
PERFORM PROFESSIONAL SERVICES ON BEHALF OF THE COMPANY AND EACH STATE IN WHICH
EACH SUCH RADIOLOGIST IS LICENSED TO PRACTICE MEDICINE.
Section 4.09
Environmental Matters.
(a) The
Company is in material compliance with all applicable Environmental Laws and has
obtained and is in material compliance with all Environmental Permits, (b) the
Company has not received any written claims pursuant to any Environmental Law
pending and, to the Knowledge of the Sellers, no such claims have been
threatened against the Company, (c) copies of any and all environmental
assessments or audit reports or other similar studies or analyses that relate to
the Assets, have been provided to the Purchaser, (d) the Company is not
currently