M&A Boot Camp booklet 2023 - Flipbook - Page 122
2.17 Insurance. Part 2.17 of the Disclosure Schedule identifies each insurance policy maintained by, at the expense of or for the benefit of
the Company as of the date of this Agreement and identifies any material claims made thereunder as of the date of this Agreement. The Company
has delivered or Made Available to Parent accurate and complete copies of the insurance policies identified on Part 2.17 of the Disclosure
Schedule. Each of the insurance policies identified in Part 2.17 of the Disclosure Schedule is in full force and effect. Since January 1, 2006, the
Company has not received any written notice (or, to the Knowledge of the Company, other communication) regarding any actual or possible:
(i) cancellation or invalidation of any insurance policy; (ii) refusal of any coverage or rejection of any claim under any insurance policy; or
(iii) material adjustment in the amount of the premiums payable with respect to any insurance policy.
2.18 Related Party Transactions. Except as set forth in Part 2.18 of the Disclosure Schedule: (a) no Related Party has, and no Related Party
has had, any interest in any material asset used in or otherwise relating to the business of the Company; (b) no Related Party is, or has been,
indebted to the Company (other than for ordinary travel advances); (c) no Related Party has entered into, or has had any financial interest in, any
material Contract, transaction or business dealing or involving any the Company; (d) to the Knowledge of the Company, no Related Party is
competing with the Company; and (e) no Related Party has any claim or right against any the Company (other than rights under Company Options
and rights to receive compensation for services performed as an employee of the Company or other rights arising in the ordinary course of
employment). No member of the board of directors of the Company has a conflict of interest with respect to the Company, and each such member
has provided confirmation of the foregoing to the Company if required in accordance with applicable Legal Requirements.
2.19 Legal Proceedings; Orders.
(a) Legal Proceedings. There is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened to
commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose
liability the Company has or may have retained or assumed, either contractually or by operation of law; (ii) that challenges, or that may have
the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by
this Agreement; or (iii) that relates to the ownership of any capital stock of the Company, or any option or other right to the capital stock of
the Company, or right to receive consideration as a result of this Agreement. To the Knowledge of the Company, no event has occurred, and
no claim, dispute or other condition or circumstance exists, that will or would reasonably be expected to, give rise to or serve as a basis for
the commencement of any such Legal Proceeding. Except as set forth in Part 2.19(a) of the Disclosure Schedule, no Legal Proceeding
involving claims in excess of $50,000 has ever been commenced by, and no Legal Proceeding involving claims in excess of $50,000 has ever
been pending against, the Company.
(b) Orders. There is no order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the
Company, is subject. To the Knowledge of the Company, no officer or other employee of the Company is subject to any order, writ,
injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice
relating to the Company’s business.
32.