Common use of Litigation and Investigations Clause in Contracts

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. (a) Other than as set forth on SCHEDULE 3.10(A) hereto, there There is no no: (i) claim, action, suit, litigationclaim, 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), relating to the Business which is pending or, to the best knowledge of Seller, threatened, threatened against Seller, the Company or affecting Seller or any of the Affiliated Parties before or his employees, by any courtprivate party or any federal, arbitrator state, municipal, or Governmental Bodyother governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, that, if adversely determined, would have a Company Material Adverse Effect, nor is ; 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 Company 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 Affiliated Parties subject 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, award, writ, injunction, decree, settlement agreement or judgment decree known to or served upon him of any court, arbitrator court 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 Sellerfederal, there is no claimstate, 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, subscribermunicipal, or other beneficiary 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 ("SELLER BENEFICIARY") of health benefits plans administered 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 underwritten by order, or proposed law, rule, regulation, or order known to 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")whether federal, state, local, or (iii) by professional, which would prohibit or on behalf of restrict Seller from, or otherwise materially adversely affect Seller in, conducting his respective business in any enrollee group jurisdiction in which he is now conducting business or other purchaser of Seller Benefit Plans in which relates he proposes 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 Effectconduct business.

Litigation and Investigations. (a) Other than Except as set forth on SCHEDULE 3.10(A) heretomay be disclosed in Schedule 4.04 or in the Intellectual Property Rights Agreement, there is no (i) claimlitigation, action, suitinvestigation, litigationadministrative or judicial complaint, proceedingnotice of violation, grievance, demand, controversy, audit, claim or proceeding (collectively referred to as "Proceedings") by or before any court, arbitration panel, governmental or quasi-governmental agency, tribunal, department, commission, board, bureau, agency or instrumentality of the United States, any foreign jurisdiction, any state, province or political subdivision thereof or other Person or body acting in an arbitration, regulatory or judicial capacity (iicollectively referred to as "Governmental Authorities") investigation or audit brought or made by any Governmental Body, whether at law or in equity third party (including actions or proceedings seeking injunctive relief)employees, former employees, their dependents and beneficiaries and any party representing any of them) pending or, to the knowledge of SellerSeller or its Subsidiaries, threatened, threatened against Seller, the Company Seller or any of Seller's Subsidiaries as a result of their ownership, use, maintenance or operation of any of the Affiliated Parties before Assets 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, contesting the Company rights of Seller or any of the Affiliated Parties subject its Subsidiaries in and 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 Assets, or relating to the limitation or revocation (ior the expiration) 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, subscriberEquipment Permits, or other beneficiary ("SELLER BENEFICIARY"against the Seller 401(k) of health benefits plans administered Plan or underwritten by Seller, the Company Seller Pension Plans or any fiduciaries thereof in their capacities as such for any reason whatsoever and neither Seller nor any of their respective Affiliates ("SELLER BENEFIT PLANS") which relates its Subsidiaries has received any notice from any Person or Governmental Authority threatening to mental health benefits administered by or on behalf institute same. The ownership, use, maintenance and operation of the Company ("COMPANY ADMINISTERED BENEFITS")Assets and the Seller 401(k) Plan and the Seller Pension Plans are not subject to any injunction, order, judgment, writ 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 Effectdecree.

Litigation and Investigations. (a) Other than Except as set forth on SCHEDULE 3.10(A) heretomay be disclosed in Schedule 4.04 or in the Intellectual Property Rights Agreement, there is no (i) claimlitigation, action, suitinvestigation, litigationadministrative or judicial complaint, proceedingnotice of violation, grievance, demand, controversy, audit, claim or proceeding (collectively referred to as "Proceedings") by or before any court, arbitration panel, governmental or quasi-governmental agency, tribunal, department, commission, board, bureau, agency or instrumentality of the United States, any foreign jurisdiction, any state, province or political subdivision thereof or other Person or body acting in an arbitration, regulatory or judicial capacity (iicollectively referred to as "Governmental Authorities") investigation or audit brought or made by any Governmental Body, whether at law or in equity third party (including actions or proceedings seeking injunctive relief)employees, former employees, their dependents and beneficiaries and any party representing any of them) pending or, to the knowledge of Seller's knowledge, threatened, threatened against Seller, the Company Seller or any of Seller's Subsidiaries as a result of their ownership, use, maintenance or operation of any of the Affiliated Parties before Assets 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, contesting the Company rights of Seller or any of the Affiliated Parties subject its Subsidiaries in and 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 Assets, or relating to the limitation or revocation (ior the expiration) 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, subscriberEquipment Permits, or other beneficiary ("SELLER BENEFICIARY"against the Seller 401(k) of health benefits plans administered Plan or underwritten by Seller, the Company Seller Pension Plans or any fiduciaries thereof in their capacities as such for any reason whatsoever and neither Seller nor any of their respective Affiliates ("SELLER BENEFIT PLANS") which relates its Subsidiaries has received any notice from any Person or Governmental Authority threatening to mental health benefits administered by or on behalf institute same. The ownership, use, maintenance and operation of the Company ("COMPANY ADMINISTERED BENEFITS")Assets and the Seller 401(k) Plan and the Seller Pension Plans are not subject to any injunction, order, judgment, writ 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 Effectdecree.