COMPENSATION AND
OTHER FORMS OF INSURANCE INSURING THE COMPANY AND ITS ASSETS, PROPERTIES AND
OPERATIONS, TOGETHER WITH ANY "SELF-INSURANCE" PROGRAMS (OTHER THAN INSURANCE
COVERING OR RELATED TO THE ASBESTOS-RELATED LITIGATION), AT THEIR REQUEST.
EXCEPT AS SET FORTH ON SCHEDULE 5.10, ALL SUCH POLICIES ARE IN FULL FORCE AND
EFFECT AND NO NOTICE OF CANCELLATION OR TERMINATION, OR ANY MATERIAL INCREASE IN
PREMIUMS, HAS BEEN RECEIVED BY THE STOCKHOLDER OR THE COMPANY.
ALL PREMIUMS AND
OTHER PAYMENTS DUE FROM THE COMPANY UNDER OR ON ACCOUNT OF ANY POLICY HAVE BEEN
PAID. EXCEPT AS SET FORTH ON SCHEDULE 5.10 OR IN CONNECTION WITH ANY
ASBESTOS-RELATED LITIGATION, THERE ARE NO MATERIAL OUTSTANDING AND PENDING
CLAIMS UNDER SUCH POLICIES RELATING TO THE COMPANY.
5.11
LITIGATION.
SET FORTH ON SCHEDULE 5.11 IS A LIST OF ALL MATERIAL
SUITS, CLAIMS, ACTIONS, PROCEEDINGS OR ARBITRATIONS PENDING OR TO THE
STOCKHOLDER'S KNOWLEDGE THREATENED IN WRITING AGAINST THE COMPANY OR, WITH
RESPECT TO THE BUSINESS, THE STOCKHOLDER, OTHER THAN FOR
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SUCH SUITS, CLAIMS, ACTIONS, PROCEEDINGS OR ARBITRATIONS IN RESPECT OF ANY
ASBESTOS-RELATED LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 5.11 OR ANY
ASBESTOS-RELATED LITIGATION, THERE IS NO SUIT, CLAIM, ACTION, PROCEEDING OR
ARBITRATION PENDING OR TO THE STOCKHOLDER'S KNOWLEDGE THREATENED AGAINST THE
COMPANY OR THE STOCKHOLDER WHICH IF RESOLVED AGAINST THE COMPANY OR THE
STOCKHOLDER WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
THE COMPANY OR WHICH SEEKS TO ENJOIN OR OBTAIN DAMAGES IN RESPECT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
THERE IS NO OUTSTANDING CITATION, ORDER,
JUDGMENT, WRIT, INJUNCTION, OR DECREE OF ANY COURT, GOVERNMENT, OR GOVERNMENTAL
OR ADMINISTRATIVE AGENCY AGAINST THE COMPANY OR THE STOCKHOLDER WHICH WOULD HAVE
A MATERIAL ADVERSE EFFECT ON THE COMPANY, EXCEPT AS DISCLOSED ON SCHEDULE 5.11.
5.12
NO BROKERS.
EXCEPT AS SET FORTH ON SCHEDULE 5.12, NEITHER THE
STOCKHOLDER, THE COMPANY NOR ANYONE ACTING ON THEIR BEHALF HAS EMPLOYED ANY
BROKER OR FINDER OR INCURRED ANY LIABILITY FOR ANY BROKERAGE FEES, COMMISSIONS
OR FINDER'S FEES IN CONNECTION WITH THE MERGER AND THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
5.13
TAX MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 5.13:
(A)
ALL MATERIAL TAX RETURNS REQUIRED TO BE FILED BY OR ON BEHALF OF
THE COMPANY THROUGH THE DATE OF THIS AGREEMENT HAVE BEEN FILED IN A TIMELY
MANNER (WITHIN ANY APPLICABLE EXTENSIONS OF TIME).
ALL SUCH TAX RETURNS FILED
BY THE COMPANY AND THE PORTION OF THE CONSOLIDATED FEDERAL INCOME TAX RETURNS
RELATING TO THE COMPANY WERE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS.
(B)
ALL MATERIAL TAXES (WHETHER OR NOT SHOWN ON ANY TAX RETURN) OWED
BY THE COMPANY HAVE BEEN TIMELY PAID, EXCEPT FOR TAXES THAT ARE BEING CONTESTED
IN GOOD FAITH AND FOR PAYMENT OF WHICH ADEQUATE RESERVES ARE REFLECTED ON THE
FINANCIAL STATEMENTS.
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(C)
WITH RESPECT TO ANY PERIOD FOR WHICH TAX RETURNS HAVE NOT YET BEEN
FILED, OR WITH RESPECT TO WHICH TAXES ARE NOT YET DUE, THE COMPANY HAS MADE
SUFFICIENT CURRENT ACCRUALS FOR SUCH TAXES IN ACCORDANCE WITH GAAP.
(D)