SMA » Topics » 4.1.25. Insurance.

This excerpt taken from the SMA 8-K filed Dec 17, 2007.
4.1.25. Insurance. Schedule 4.1.25 contains a complete and correct Schedule of Insurance maintained by Seller in connection with the Assets or the Division.

 

This excerpt taken from the SMA 8-K filed Nov 8, 2007.

3.22.       Insurance.

 

(a)           The Companies have delivered to Purchaser:

 

(i)            true and complete copies of all policies of insurance to which the Companies are a party or under which the Companies or any officer or director of the Companies have been covered at any time within the three (3) years preceding the date of this Agreement; and

 

(ii)           true and complete copies of all pending applications for policies of insurance;

 

(b)           Schedule 3.22(b) contains a true and complete list and/or description of:

 

(i)            any self-insurance arrangement by or affecting the Companies including any reserves established thereunder;

 

(ii)           all insurance policies (including, but not limited to, liability, property and casualty, workers compensation, directors and officers liability, surety bonds, key man or corporate owned life insurance, vehicular and other insurance policies and contracts) covering the Companies or otherwise held by or on behalf of it, or any aspect of its assets or business, indicating the type of coverage, name of insured, the insurer, the amount of coverage, the deductibles, the premium, the expiration date, and other material terms thereof and the aggregate amounts paid thereunder; and

 

(iii)          all obligations of the Companies to third parties with respect to insurance (including such obligations under leases and service agreements) and identifies the policy under which such coverage is provided.

 

(c)           Except as set forth on Schedule 3.22(c), to Sellers’ Knowledge, there are no pending claims under any of the foregoing insurance policies or Contracts described on Schedule 3.22(b). To Sellers’ Knowledge there is no reason why any of such insurance policies or Contracts will be terminated, suspended, modified or amended, or not renewed (other than life

 

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insurance policies insuring the lives of Sellers that will be terminated or transferred to Sellers on or before the Closing Date) on substantially identical terms (including, without limitation, premium costs), or will require alteration of any equipment or any improvements to any Leased Real Estate, or the purchase of additional equipment, or the modification of any of the methods of doing business. Neither the Companies nor, to Sellers’ Knowledge, any third party to such insurance policy or Contract is in default with respect thereto, nor to Sellers’ Knowledge does any condition exist that with notice or lapse of time or both would constitute such a default by any party thereunder. The Companies have not failed to give any notice or present any claim under any such insurance policy or Contract in due or timely fashion or as required thereby in a manner which will jeopardize full recovery thereunder. All such insurance policies or Contracts provide coverage in amounts and upon terms that are reasonable and adequate for Persons having similar businesses, operation, assets and properties. Complete and accurate copies of all such policies, Contracts and related documentation have previously been delivered to Purchaser.

 

(d)           Sellers and the Companies, as applicable, have individually or jointly maintained, and will continue to maintain until the Closing Date, the insurance set forth in Schedule 3.22(b) that covers the tangible real and personal property and assets of the Companies, whether owned or leased, against loss or damage by fire or other casualty. The Companies also carry product liability insurance. All such insurance is in full force on the date of this Agreement and is carried with insurers licensed in the states affected by such policies.

 

(e)           The Companies are presently insured and will continue to be insured through Closing for general liability and worker’s compensation risks through a third party insurance company, which insurance covers claims made against the Companies.

 

(f)            The Companies have promptly and adequately notified the insurance carriers of any and all claims known with respect to the operations, products or services of the Companies for which the Companies are insured and no insurance carrier has denied coverage or reserved its rights with respect to such claims. The Companies have not been refused any insurance coverage by any insurance carrier to which they, individually or collectively, have applied for insurance during the past three (3) years.

 

This excerpt taken from the SMA 8-K filed Apr 5, 2007.

3.22.                     Insurance.

(a)                                  Company has delivered to Purchaser:

(i)                                     true and complete copies of all policies of insurance to which Company is a party or under which Company or any officer or director of Company has been covered at any time within the three (3) years preceding the date of this Agreement; and

(ii)                                  true and complete copies of all pending applications for policies of insurance;

(b)                                 Schedule 3.22(b) contains a true and complete list and/or description of:

(i)                                     any self-insurance arrangement by or affecting Company including any reserves established thereunder;

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(ii)                                  all insurance policies (including, but not limited to, liability, property and casualty, workers compensation, directors and officers liability, surety bonds, key man or corporate owned life insurance, vehicular and other insurance policies and contracts) covering Company or otherwise held by or on behalf of it, or any aspect of its assets or business, indicating the type of coverage, name of insured, the insurer, the amount of coverage, the deductibles, the premium, the expiration date, and other material terms thereof and the aggregate amounts paid thereunder.

(iii)                               any Contract, other than a policy of insurance, for the transfer or sharing of any risk by Company; and

(iv)                              all obligations of Company to third parties with respect to insurance (including such obligations under leases and service agreements) and identifies the policy under which such coverage is provided; and

(c)                                  Except as set forth on Schedule 3.22(c), to Seller’s Knowledge, there are no pending claims under any of the foregoing.  To Seller’s Knowledge there is no reason why any of such insurance policies or Contracts will be terminated, suspended, modified or amended, or not renewed on substantially identical terms (including, without limitation, premium costs), or will require alteration of any equipment or any improvements to real property occupied by or leased to or by Company, or the purchase of additional equipment, or the modification of any of the methods of doing business.  Neither the Company nor, to Seller’s Knowledge, any third party to such insurance policy or Contract is in default with respect thereto, nor does any condition exist that with notice or lapse of time or both could constitute such a default by any party thereunder. Company has not failed to give any notice or present any claim under any such insurance policy or Contract in due or timely fashion or as required thereby in a manner which may jeopardize full recovery thereunder.  All such insurance policies or Contracts provide coverage in amounts and upon terms that are reasonable and adequate for Persons having similar businesses, operation, assets and properties.  Complete and accurate copies of all such policies, Contracts and related documentation have previously been delivered to Purchaser.

(d)                                 Seller and Company,  as applicable, have individually or jointly maintained, and will continue to maintain until the Closing Date, the insurance set forth in Schedule 3.22(b), which insurance covers the tangible real and personal property and assets of Company, whether owned or leased, against loss or damage by fire or other casualty.  Company also carries product liability insurance.  All such insurance is in full force on the date of this Agreement and is carried with insurers licensed in the states affected by such policies.

(e)                                  Company is presently insured for general liability and worker’s compensation risks through a third party insurance company, which insurance covers claims made against Company.

(f)                                    Company has promptly and adequately notified the insurance carriers of any and all claims known with respect to the operations, products or services of Company for which Company is insured and no insurance carrier has denied coverage or reserved its rights with respect to such claims.  Company and  has  not been refused any insurance coverage by any

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insurance carrier to which they, individually or collectively, have applied for insurance during the past three (3) years.

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