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 Tower) 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 Tower’s knowledge there are no existing violations by Tower 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 transaction.

Litigation and Investigations. (a) Other than as set forth on SCHEDULE 3.10(A) hereto, there is no (i) claim, action, suit, litigation, proceeding, or arbitration, or (ii) investigation or audit by any Governmental Body, whether at law or in equity (including actions or proceedings seeking injunctive relief), pending or, to the knowledge of Seller, threatened, against Seller, the Company or any of the Affiliated Parties before or by any court, arbitrator or Governmental Body, domestic or foreign, that, if adversely determined, would have a Company Material Adverse Effect, nor is Seller, the Company or any of the Affiliated Parties subject to or in default with respect to any order, award, writ, injunction, decree, settlement agreement or judgment of any court, arbitrator or Governmental Body, having, or which would have, a Company Material Adverse Effect. Seller is not aware of any basis for any claim against the Company for employment discrimination that would have a Company Material Adverse Effect. (b) To the knowledge of Seller, there is no claim, action, suit, litigation, proceeding, arbitration, audit or investigation by any Governmental Body brought against Seller, the Company or any of the Affiliated Parties (i) by or on behalf of any mental health care provider ("NETWORK PROVIDER") who or which has entered into a provider agreement with the Company or otherwise participates in the Company's provider networks and which relates thereto, (ii) by or on behalf of an enrollee, subscriber, or other beneficiary ("SELLER BENEFICIARY") of health benefits plans administered or underwritten by Seller, the Company or any of their respective Affiliates ("SELLER BENEFIT PLANS") which relates to mental health benefits administered by or on behalf of the Company ("COMPANY ADMINISTERED BENEFITS"), or (iii) by or on behalf of any enrollee group or other purchaser of Seller Benefit Plans which relates to Company Administered Benefits, except in the case of each of clauses (i), (ii) and (iii) for any such claim, action, suit, litigation, proceeding, hearing, arbitration, investigation or audit that would not have a Company Material Adverse Effect.

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. Except as disclosed on Section 4.6 of the Principal Disclosure Schedule, there is no: (i) action, suit, claim, proceeding, or investigation pending or, to Principal's knowledge, threatened against or affecting Principal or the Principal Subsidiaries, or any of its 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 Principal's knowledge, pending, threatened against, or affecting persons or entities who perform professional services under agreement with the Principal or the Principal Subsidiaries before any professional self-governance, oversight, or regulatory body; (ii) arbitration proceeding relating to Principal or the Principal Subsidiaries pending under collective bargaining agreements or otherwise; or (iii) governmental or professional inquiry pending or threatened against or directly or indirectly affecting Principal or the Principal Subsidiaries (including without limitation any inquiry as to the qualification of Principal or the Principal Subsidiaries to hold or receive any license or permit), and there is no basis for any of the foregoing as to Principal or the Principal Subsidiaries, its officers or directors or, to Principal's knowledge, as to entities or persons who perform professional services for the Principal or the Principal Subsidiaries. Except as disclosed on Section 4.6 of the Principal Disclosure Schedule, Principal has not received any opinion, memorandum, or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which may be material to the business of Principal or the Principal Subsidiaries as now conducted. Principal and the Principal Subsidiaries are not in 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 depart ment, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no action or suit by Principal and the Principal Subsidiaries pending or threatened against others. Upon Principal's receipt of written approval for the transactions contemplated herein from the applicable state and federal regulatory bodies, Principal will have complied in all material respects with all laws, rules, regulations, and orders applicable to its businesses, operations, properties, assets, products, and services, and that of the P...

Litigation and Investigations. No Group Company is party to any material litigation, administrative or arbitration proceeding (whether as plaintiff, defendant or otherwise) and, so far as the Manager is aware, no such material litigation, administrative, regulatory, arbitration or mediation proceeding is pending or threatened and there are no circumstances reasonably likely to give rise to any such proceeding. For the purposes of this Section 12, material means a proceeding where the amount being claimed exceeds €1,000,000 or where an unfavourable outcome could reasonably be expected to have a Material Adverse Effect.

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.