Litigation and Investigations Clause Samples

Litigation and Investigations. Promptly after (i) the occurrence thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration;

Litigation and Investigations. Promptly, and no later than ten (10) Business Days after any Executive Officer of Borrower has notice or knowledge thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or the threat of any such action, suit, proceeding, investigation or arbitration;

Litigation and Investigations. There is no suit, action, litigation, arbitration proceeding, governmental, administrative hearing, or other proceedings (including disciplinary proceedings) including appeals and applications for review, pending or, to the Knowledge of the Seller, threatened against or relating to the Seller or the Business or affecting the Seller’s properties or Business or the assets of the Seller. There is not presently outstanding against the Seller any adverse judgment, decrees, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, arbitrator or other Authority. There is not currently, and there has not been, any pending or, to the Knowledge of the Seller, threatened investigation with respect to the Seller or any of its affiliates.

Litigation and Investigations. (a) There are no actions, suits, proceedings, claims, investigations or examinations, pending or threatened (or any basis therefor known to CPH) against or affecting the contemplated transactions; (b) there are no unsatisfied judgments, orders, writs, decrees, injunctions or the like issued by any court, governmental authority or administrative body, domestic or foreign, against or affecting the contemplated transactions; and (c) to the best of CPH’s knowledge there are no existing violations by CPH of any federal, state, foreign or local law, regulation or order which has or could have a materially adverse effect upon the transactions contemplated by this Agreement.

Litigation and Investigations. There is no: (i) action, suit, claim, proceeding, or investigation relating to the Business which is pending or, to the best knowledge of Seller, threatened against or affecting Seller or any of his employees, by any private party or any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign; or to the best knowledge of Seller, pending, threatened against, or affecting persons or entities who perform professional services under agreement with Seller before any professional self-governance, oversight, or regulatory body with respect to such agreement, (ii) arbitration proceeding relating to Seller pending under collective bargaining agreements or otherwise; or (iii) governmental or professional inquiry pending or, to the best knowledge of Seller, threatened against or directly or indirectly affecting Seller (including without limitation any inquiry as to the qualification of Seller to hold or receive any license or permit), and, to the best knowledge of Seller, there is no basis for any of the foregoing as to Seller and his employees or, to the best knowledge of Seller, as to entities or persons who perform professional services for Seller with respect to any agreements of such persons with Seller. Seller has not received any opinion, memorandum, or legal advice from legal counsel to the effect that Seller is exposed, from a legal standpoint, to any liability which may reasonably be expected to be material to the Business, prospects, financial condition, operations, property, or affairs of Seller. Seller is not in default with respect to any order, writ, injunction, or decree known to or served upon him of any court or of any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no action or suit by Seller pending or threatened against others. Upon the receipt of written approval for the transactions contemplated hereby from the applicable state regulatory bodies (to the extent any such approval is required), Seller will be in compliance in all material respects with all laws, rules, regulations, and orders applicable to the Business, operations, properties, assets, products, and services, and Seller has all necessary permits, licenses, and other authorizations required to conduct the Business as conducted and as proposed to be conducted. There is no existing law, rule, regulation, or or...

Litigation and Investigations. There is no suit, action, litigation, arbitration proceeding, governmental, administrative hearing, or other proceedings (including disciplinary proceedings) including appeals and applications for review, pending or, to the Knowledge of the Company, threatened against or relating to the Company (or its employed or engaged physicians and CRNAs) or the Business or affecting the Company’s properties or Business or the assets of the Company. There is not presently outstanding against the Company (or any of its employed or engaged physicians and CRNAs) any adverse judgment, decrees, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, arbitrator or other Authority. There is not currently, and there has not been, any pending or, to the Knowledge of the Company, threatened investigation with respect to the Company or any of its affiliates (or any of its employed or engaged physicians or CRNAs).

Litigation and Investigations. (a) No Target Company is involved, as a party in any civil, criminal or administrative litigation, arbitration or administrative proceedings or any other dispute resolution process and to Seller's Knowledge, no such proceedings have been threatened in writing by or against a Target Company, where the proceedings (if successful) are likely to result in a Cost, benefit or value to the Business of ten million (10,000,000) EUR or more ("Material Litigation"). To Seller's Knowledge, there is no matter, event or circumstance which can reasonably be expected to give rise to any Material Litigation. (b) No Target Company has received written notice in the two (2) years prior to the date of this Agreement or is to, Seller's Knowledge, otherwise aware of any current or pending material investigation by a Governmental Entity concerning any Target Company or any person for whom it would be liable.

Litigation and Investigations. 18.1. Except as set forth on Schedule 18.1 hereto, there is no Proceeding, Claim or Order pending or, to the Best Knowledge of Seller, threatened against the Company (or pending or threatened against any of the officers or directors of the Company), or to which the Company is otherwise a party, or against the Seller or to which the Seller is a party with respect to the Business, operations or assets of the Company before any court, arbitral tribunal or before any Governmental Authority, nor is there, to the Best Knowledge of the Seller, any basis for any such Proceeding, Claim or Order. 18.2. The Company is not subject to any judgment, Order or decree of any court, arbitral tribunal, governmental department, commission, board or agency, nor has it received any written opinion or memorandum or legal advice from legal counsel retained by the Company or the Seller to the effect that they are exposed, from a legal standpoint, to any liability which may be material. 18.3. Schedule 18.3 hereto sets forth a list of all closed litigation matters to which the Company (or the Seller with respect to the business, operations or assets of the Company) was a party during the three (3) years preceding the date hereof, the date such litigation was commenced or concluded, and the nature of the resolution thereof (including amounts paid in settlement or judgment).

Litigation and Investigations. To the best knowledge of Seller, with respect to the Business (except for matters as to which Buyer has received any notice other than from Seller or its agents, for which matters Seller gives no representations) there is no: (i) action, suit, claim, proceeding, or investigation pending or threatened against or affecting Seller or any of Seller's employees, by any private party or any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, or pending, threatened against, or affecting persons or entities who perform professional services under agreement with Seller before any professional self-governance, oversight, or regulatory body; (ii) arbitration proceeding relating to Seller pending under collective bargaining agreements or otherwise; or (iii) governmental or professional inquiry pending or threatened against or directly or indirectly affecting Seller (including without limitation any inquiry as to the qualification of Seller to hold or receive any license or permit). Seller is not in material default with respect to any order, writ, injunction, or decree known to or served upon it of any court or of any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign.