Common use of Litigation and Investigations Clause in Contracts

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 Principal Subsidiaries, and Principal and the Principal Subsidiaries has all necessary permits, licenses, and other authorizations required to conduct its businesses as conducted, the absence of which would not result in a Principal Material Adverse Effect, including but not limited to, a state license as a health maintenance organization. There is no existing law, rule, regulation, or order, or proposed law, rule, regulation, or order, whether federal, state, local, or professional, which would prohibit or restrict the Principal and the Principal Subsidiaries from, or otherwise materially adversely affect each of Principal and the Principal Subsidiaries in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation and Investigations. Except as disclosed on Section 4.6 of the Principal Disclosure Schedule, there There is no: (i) action, suit, claim, proceeding, audit, or investigation pending or, to Principal's knowledgethe knowledge of Lafayette MRI or Soterion, threatened against or affecting Principal or the Principal Subsidiaries, Lafayette MRI or any of its employeesLafayette MRI's employees or agents, by any private party or any federal, state, municipal, or other governmental department, commission, board, bureau, agency 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 Lafayette MRI before any professional self-governance, oversight, or regulatory body; (ii) arbitration proceeding relating to Principal or the Principal Subsidiaries Lafayette MRI pending under collective bargaining agreements or otherwise; or (iii) governmental or professional inquiry pending or, to the knowledge of Lafayette MRI or Soterion, threatened against or directly or indirectly affecting Principal or the Principal Subsidiaries Lafayette MRI (including without limitation any inquiry as to the qualification of Principal or the Principal Subsidiaries Lafayette MRI to hold or receive any license or permit), and there is no basis for any of the foregoing as to Principal Lafayette MRI, and its agents or the Principal Subsidiarieskey employees, its officers or directors or, to Principal's knowledgethe knowledge of Lafayette MRI or Soterion, as to entities or persons who perform professional services for the Principal or the Principal Subsidiariesit. Except as disclosed on Section 4.6 of the Principal Disclosure Schedule, Principal Neither Soterion nor Lafayette MRI has not received any opinion, memorandum, or legal advice from legal counsel to the effect that it Lafayette MRI is exposed, from a legal standpoint, to any liability which may reasonably be expected to be material to the business of Principal Lafayette MRI Business or the Principal Subsidiaries as now conductedprospects, financial condition, operations, or property of Lafayette MRI or the Lafayette MRI Business. Principal and the Principal Subsidiaries are Lafayette MRI is not in default with respect to any order, writ, injunction, or decree applicable to Lafayette MRI known to or served upon it of any court or of any federal, state, municipal, or other governmental depart mentdepartment, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no action or suit by Principal and the Principal Subsidiaries Lafayette MRI 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 Principal Subsidiaries, and Principal and the Principal Subsidiaries has all necessary permits, licenses, and other authorizations required to conduct its businesses as conducted, the absence of which would not result in a Principal Material Adverse Effect, including but not limited to, a state license as a health maintenance organization. There is no existing law, rule, regulation, or order, or proposed law, rule, regulation, or order, whether federal, state, local, or professional, which would prohibit or restrict the Principal and the Principal Subsidiaries from, or otherwise materially adversely affect each of Principal and the Principal Subsidiaries in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation and Investigations. Except as disclosed on Section 4.6 3.6(a) of the Principal Coventry Disclosure Schedule, there is no: (i) action, suit, claim, proceeding, or investigation pending or, to PrincipalCoventry's knowledge, threatened against or affecting Principal Coventry or the Principal Coventry 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 PrincipalCoventry's knowledge, pending, threatened against, or affecting persons or entities who perform professional services under agreement with the Principal Coventry or the Principal Coventry Subsidiaries before any professional self-governance, oversight, or regulatory body; (ii) arbitration proceeding relating to Principal Coventry or the Principal Coventry Subsidiaries pending under collective bargaining agreements or otherwise; or (iii) governmental or professional inquiry pending or threatened against or directly or indirectly affecting Principal Coventry or the Principal Coventry Subsidiaries (including without limitation any inquiry as to the qualification of Principal Coventry or the Principal Coventry Subsidiaries to hold or receive any license or permit), and there is no basis for any of the foregoing as to Principal Coventry or the Principal Coventry Subsidiaries, its officers or directors or, to PrincipalCoventry's knowledge, as to entities or persons who perform professional services for the Principal Coventry or the Principal Coventry Subsidiaries. Except as disclosed on Section 4.6 of the Principal Disclosure Schedule, Principal Coventry 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 Coventry or the Principal Coventry Subsidiaries as now conducted. Principal Coventry and the Principal Coventry 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 mentdepartment, commission, board, bureau, agency, or instrumentality, domestic or foreign. There Except as disclosed on Section 3.6(b) of the Coventry Disclosure Schedule, there is no action or suit by Principal Coventry and the Principal Coventry Subsidiaries pending or threatened against others. Upon PrincipalCoventry's receipt of written approval for the transactions contemplated herein from the applicable state and federal regulatory bodies, Principal Coventry 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 Principal Coventry Subsidiaries, and Principal Coventry and the Principal Coventry Subsidiaries has all necessary permits, licenses, and other authorizations required to conduct its businesses as conducted, the absence of which would not result in a Principal Coventry Material Adverse Effect, including but not limited to, a state license as a health maintenance organization. There is no existing law, rule, regulationregula tion, or order, or proposed law, rule, regulation, or order, whether federal, state, local, or professional, which would prohibit or restrict the Principal Coventry and the Principal Coventry Subsidiaries from, or otherwise materially adversely affect each of Principal Coventry and the Principal Coventry Subsidiaries in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.