ON OR AFTER
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THE EFFECTIVE DATE OR THE DATE ON WHICH THIS AGREEMENT IS EXECUTED BY THE
PARTIES HERETO, ARE NOT AND HAVE NOT BEEN MADE ON ACCOUNT OF AN ANTECEDENT DEBT
OWED BY THE COMPANY TO NATIONAL UNION, AND ARE INTENDED BY THE PARTIES HERETO TO
BE A CONTEMPORANEOUS EXCHANGE FOR NEW VALUE GIVEN TO THE COMPANY BY NATIONAL
UNION.
(X)
THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY WERE NEGOTIATED AT ARM'S LENGTH BY THE COMPANY.
(XI)
OTHER THAN LABOR READY'S STATUS AS A
POLICYHOLDER OF THE COMPANY AS A MUTUAL INSURER, NEITHER NATIONAL UNION NOR
LABOR READY HAS ANY OWNERSHIP OR OTHER AFFILIATION WITH THE COMPANY.
(XII)
THE COMPANY IS RECEIVING NEW AND REASONABLY
EQUIVALENT VALUE IN EXCHANGE FOR ANY RIGHTS OR ASSETS BEING TRANSFERRED TO LABOR
READY OR NATIONAL UNION PURSUANT TO THIS AGREEMENT.
(XIII)
THE COMPANY HAS NOT TRANSFERRED OR ASSIGNED TO
ANY THIRD PARTY ANY OF ITS RIGHTS OR INTERESTS IN OR TO THE POLICIES, THE
RELATED AGREEMENTS, OR ANY COLLATERAL HELD IN RESPECT OF EITHER.
(XIV)
EACH SUCH WARRANTY AND REPRESENTATION IS MATERIAL
TO THIS AGREEMENT AND RELIED UPON BY NATIONAL UNION AND THE INSURED,
RESPECTIVELY, IN ENTERING INTO THIS AGREEMENT.
7.2
NATIONAL UNION REPRESENTS AND WARRANTS TO
THE COMPANY AND LABOR READY THAT:
(I)
NATIONAL UNION IS AN INSURANCE COMPANY
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
PENNSYLVANIA.
IT IS DULY AUTHORIZED OR OTHERWISE QUALIFIED AND IN GOOD STANDING
TO CARRY ON THE BUSINESS OF INSURANCE IN THE STATE WHERE THE POLICIES WERE
ISSUED AND IN ANY OTHER STATE WHERE A RISK COVERED BY A POLICY IS LOCATED AND
MEETS THE REQUIREMENTS FOR CARRYING ON SUCH BUSINESS.
(II)
NATIONAL UNION HAS ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT, AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
THE EXECUTION AND DELIVERY BY NATIONAL UNION OF THIS AGREEMENT, AND
THE PERFORMANCE BY NATIONAL UNION OF ITS OBLIGATIONS UNDER THIS AGREEMENT, HAVE
BEEN DULY AUTHORIZED.
THIS AGREEMENT, WHEN DULY EXECUTED AND DELIVERED BY
NATIONAL UNION, AND SUBJECT TO THE DUE EXECUTION AND DELIVERY HEREOF BY THE
COMPANY AND LABOR READY, WILL BE A VALID AND BINDING OBLIGATION OF NATIONAL
UNION, ENFORCEABLE AGAINST NATIONAL UNION, ITS PERMITTED SUCCESSORS AND ASSIGNS,
IN ACCORDANCE WITH ITS TERMS.
(III)
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 OR BYLAWS OF NATIONAL UNION, OR
(B) VIOLATE ANY ORDER,
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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 NATIONAL UNION AS OF THE DATE HEREOF.
(IV)
NATIONAL UNION HAS NO OBLIGATION TO PAY ANY
FEE, COMMISSION, EXPENSE OR OTHER AMOUNT TO ANY INTERMEDIARY OR BROKER IN
CONNECTION WITH THIS AGREEMENT.
(V)
EACH SUCH WARRANTY AND REPRESENTATION IS