Insurance policy language prohibiting assignment without the insurer’s consent, and state law from the location where a Superfund cleanup claim arose, were enough to defeat a claim for coverage by a buyer of all of a a palm oil company’s assets in Water Applications & Sys. Corp. v. Bituminous Cas. Corp., 2013 IL App (1st) 120983, 986 N.E.2d 124, 369 Ill.Dec. 175, http://www.state.il.us/court/Opinions/AppellateCourt/2013/1stDistrict/1120983.pdf (Ill. App. 1 Dist. , 2013), even though the asset purchase agreement purported to transfer “all” policies.
The lesson: Every insurance contract over the course of possible hazardous waste liabilities periods (which is essentially as long as a business owns, occupies, or arranges for disposal of waste on a parcel of real estate) has to be examined and cleared for transfer to the new owner, and checked to see if it provides proper cover for hazardous waste cleanup from the “occurrence” period to which the policy relates, if an asset purchase arrangement is used instead of a stock sale. General language in the warranties provisions of the asset purchase agreement is not enough to bind the insurance carrier or carriers, though it may provide relief against the seller.