Schedule 3.23 sets forth a list of all material policies of insurance owned or held by or on behalf of the Acquired Companies and Related Consolidated Entities (the “ Insurance Policies ”), true and complete copies of which have been made available to Buyer prior to the date of this Agreement. With respect to each such Insurance Policy: (a) such Insurance Policy is legal, valid and binding in accordance with its terms and, except for policies that have expired under their terms in the Ordinary Course, is in full force and effect, in each case, as applicable to the applicable Acquired Company or Related Consolidated Entity, as the case may be; (b) the applicable Acquired Company or Related Consolidated Entity is not in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Knowledge of Seller, no event has occurred which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or material modification, under any such Insurance Policy; and (c) no written notice of cancellation or termination has been received by the applicable Acquired Company or Related Consolidated Entity and, to the Knowledge of Seller, there has been no threatened (in writing) termination of, or material premium increase with respect to, any of the Insurance Policies. There is no claim pending on behalf of any Acquired Company or Related Consolidated Entity under any of the Insurance Policies for which any Acquired Company or Related Consolidated Entity has received a final written denial of coverage. For the 12 months prior to Closing, each Acquired Company or Related Consolidated Entity has provided notice to its insurance carriers in the Ordinary Course of all claims for such Acquired Company or Related Consolidated Entity that it reasonably believes could give rise to an insurance claim.