the
Company and its Subsidiaries.
6.6
Insurance.
(A)
THE COMPANY SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO (I) MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURERS
INSURANCE WITH RESPECT TO ITS PROPERTIES AND BUSINESS AND AGAINST SUCH
LIABILITIES, WORKERS' COMPENSATION, CASUALTIES AND CONTINGENCIES AND OF SUCH
TYPES AND IN SUCH AMOUNTS AS ARE CUSTOMARY IN THE CASE OF CORPORATIONS ENGAGED
IN THE SAME OR SIMILAR BUSINESSES OR HAVING SIMILAR PROPERTIES SIMILARLY
SITUATED AND NAMING EACH PURCHASER AS AN ADDITIONAL INSURED AND A LOSS PAYEE,
(II) FURNISH TO THE PURCHASERS FROM TIME TO TIME UPON REQUEST COPIES OF THE
POLICIES UNDER WHICH SUCH INSURANCE IS ISSUED, ORIGINAL CERTIFICATES OF
INSURANCE AND SUCH OTHER INFORMATION RELATING TO SUCH INSURANCE AS THE
PURCHASERS MAY REASONABLY REQUEST, AND (III) PROVIDE SUCH OTHER INSURANCE AND
ENDORSEMENTS AS ARE REQUIRED BY THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.
(B)
THE COMPANY SHALL MAINTAIN IN EFFECT AN
ERRORS AND OMISSIONS INSURANCE POLICY FOR THE COMPANY AND ITS SUBSIDIARIES WITH
(I) COVERAGE EXTENDING TO ALL OFFICERS AND DIRECTORS OF THE COMPANY, (II) POLICY
LIMITS NOT LESS THAN THOSE MAINTAINED BY THE COMPANY AND SUBSIDIARIES ON THE
DATE HEREOF, AND (III) DEDUCTIBLES NOT GREATER THAN THOSE AS ARE REASONABLE FOR
COMPANIES ENGAGED IN THE SAME OR SIMILAR BUSINESSES AND SIMILARLY SITUATED.
6.7
Payment of Taxes and Other Potential Charges
and Priority Claims.
The Company shall, and shall cause each of its
Subsidiaries to, pay or discharge:
(I)
ON OR PRIOR TO THE DATE ON WHICH
MATERIAL PENALTIES ATTACH THERETO, ALL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL
CHARGES IMPOSED UPON IT OR ANY OF ITS PROPERTIES;
30
(II)
ON OR PRIOR TO THE DATE WHEN DUE, ALL
LAWFUL CLAIMS OF MATERIALMEN, MECHANICS, CARRIERS, WAREHOUSEMEN, LANDLORDS AND
OTHER LIKE PERSONS WHICH, IF UNPAID, MIGHT RESULT IN THE CREATION OF A MATERIAL
LIEN UPON ANY SUCH PROPERTY; AND
(III)
ON OR PRIOR TO THE DATE WHEN DUE, ALL OTHER
LAWFUL CLAIMS WHICH, IF UNPAID, MIGHT RESULT IN THE CREATION OF A LIEN UPON ANY
SUCH PROPERTY OR WHICH, IF UNPAID, MIGHT GIVE RISE TO A CLAIM ENTITLED TO
PRIORITY OVER GENERAL CREDITORS OF THE COMPANY IN A CASE UNDER TITLE 11
(BANKRUPTCY) OF THE UNITED STATES CODE, AS AMENDED;
provided that unless and until foreclosure, distraint, levy, sale or similar
proceedings shall have been commenced it need not pay or discharge any such tax,
assessment, charge or claim so long as (x) the validity thereof is contested in
good faith and by appropriate proceedings diligently conducted, and (y) such
reserves or other appropriate provisions as may be required by GAAP shall have
been made therefor.
6.8
Preservation of Corporate Status.
The
Company shall, and shall cause each of its Subsidiaries to, maintain its status
as a corporation or other entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or formation, and
to be duly qualified to do business as a foreign entity and in good standing in
all jurisdictions in which the ownership