No Violation, Litigation or Regulatory Action Sample Clauses

No Violation, Litigation or Regulatory Action. (a) Except as set forth in Schedule 5.13, (i) the Company and WHI-IPA are, and at all times during the past three (3) years have been, in compliance in all material respects with all applicable Requirements of Law and Governmental Orders and neither the Company nor WHI-IPA has, during the past three (3) years, conducted any internal investigation in connection with which the Company or WHI-IPA retained outside legal counsel for the purpose of conducting or assisting with such investigation with respect to any actual, potential or alleged violation of any Requirement of Law by the Company or WHI-IPA; (ii) during the past three (3) years, neither the Company nor WHI-IPA has received or been subject to any written notice, charge, claim or assertion alleging any material violations of Requirements of Law or Governmental Permits, and to the Knowledge of Seller, no action alleging any material violation of any Requirement of Law or Governmental Permit by the Company or WHI-IPA is currently threatened against the Company or WHI-IPA; (iii) there is no Governmental Order or order of an arbitrator issued specifically with respect to the Company or WHI-IPA or their respective businesses or assets that is currently outstanding or binding upon the Company, WHI-IPA or any of their respective properties; (iv) there are no actions pending or, to the Knowledge of Seller, threatened against the Company or WHI-IPA or Seller (with respect to the Company or WHI-IPA); (v) during the past three (3) years, neither the Company nor WHI-IPA has settled, or agreed to settle, any actions brought by any Administrative Authority; (vi) there is no, and during the past three (3) years there has not been any, Governmental Order of any Administrative Authority (including the Department of Health and Human Services or other federal or state Administrative Authority with jurisdiction over the provision of health care items and services) or order of an arbitrator outstanding against the Company or WHI-IPA, or against any assets of the Company or WHI-IPA; and (vii) there is no action pending or, to the Knowledge of Seller, threatened against or relating to Seller, the Company or any of their respective Affiliates that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements or seeks to restrain or prevent the carrying out of the transactions contemplated by this Agreement or that would adversely affect or prevent the purchase and sale o...

No Violation, Litigation or Regulatory Action. 1. The Company has complied in all material respects with all requirements of any laws or court orders, which are applicable to the business and assets of the Project. 2. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against or affecting the Company in respect of the assets or the business of the Project nor, to the knowledge of the Company, is there any basis for any of the same, and there is no lawsuit, suit or proceeding pending in which the Company is the plaintiff or claimant which relates to the business or assets of the Project. 3. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened which questions the legality or propriety of the transactions contemplated by this Agreement. 4. There has been no investigation conducted or charges, complaints or actions brought by the State of Illinois or any governmental body within the State of Illinois (including the Federal government) with respect to the Company or its officers and directors. 5. The Company and its officers and directors have not been the subject of any criminal investigations or charges. 6. The Company would not have Placed in Service the Capital Improvements and created or retained the requisite number of New Employees and Retained Employees without the benefits of the Credit. Proof of this shall include, but is not limited to, correspondence, financial plans and prospectuses, internal memoranda and other written documentation demonstrating the Company would not have taken the actions without the award of the Credit.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 5.13: (a) the Company and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders, other than those instances of noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (b) as of the date hereof, (i) there are no actions, suits, proceedings or investigations pending or, to the Knowledge of Aon, threatened against the Company or any of the Subsidiaries which, individually or in the aggregate, are reasonably expected to have a Material Adverse Effect and (ii) without limiting the generality of the foregoing, neither the Company nor any Subsidiary has received any notice from any Administrative Authority since January 1, 2006 alleging any violation of any Requirements of Law or Court Orders which would reasonably be expected to have a Material Adverse Effect; (c) as of the date hereof, there is no action, suit, proceeding or investigation pending or, to the Knowledge of Aon, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; (d) the Company and the Subsidiaries have collected, maintained, processed, transmitted and used data, at all times, in all material respects in accordance with the applicable Requirements of Law, including those affecting or relating to privacy and data protection, and the privacy rights of individuals to which the data pertain; and (e) neither the Company nor any of the Subsidiaries is subject to any outstanding judgment, award, order, injunction or decree or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of, any Administrative Authority that restricts in any material respect the conduct of its business as currently conducted (each, a “Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing or, to the Knowledge of Aon, verbally since January 1, 2006 by any Administrative Authority that it is considering issuing or requesting any such Regulatory Agreement. None of the representations and warranties contained in Sections 5.13(a) or 5.13(b) shall be deemed to relate to Tax matters (which are governed by Section 5.7), ERISA and employee benefits ma...

No Violation, Litigation or Regulatory Action. There is no action, suit or proceeding pending against Buyer and Buyer has no knowledge of any threatened action, suit or proceeding against Buyer which questions the legality or propriety of the transactions contemplated by this Agreement.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule: (a) to the Knowledge of Seller, the Companies and the Prior Entities have complied with all applicable Requirements of Law and Court Orders in respect of the Business, other than (i) those instances of noncompliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectively; (b) there are no actions, suits, proceedings or investigations pending (with respect to which the Companies or the Prior Entities have been served or notified) or, to the Knowledge of Seller, threatened against the Companies or the Business, including lawsuits, claims, suits, proceedings or investigations by or on behalf of any current or former Business Employees or service provider of the Business which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; and (d) there are no outstanding consent orders, unsatisfied judgments or decrees in respect of the Business.

No Violation, Litigation or Regulatory Action. (i) there are no actions, lawsuits, claims, suits, inquiries, proceedings, litigations, arbitrations or investigations pending or, to the Knowledge of Buyer, threatened against Buyer or its subsidiaries or any of its properties, assets, operations or business which are reasonably expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; and (ii) there is no action, suit or proceeding pending or, to the Knowledge of Buyer, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.

No Violation, Litigation or Regulatory Action. (a) There are no lawsuits, claims, suits, proceedings or investigations pending (with respect to which Buyer has been served or otherwise notified) or, to the Knowledge of Buyer, threatened against Buyer or its subsidiaries which would, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (b) There is no action, suit or proceeding pending or, to the Knowledge of Buyer, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements. (c) There are no outstanding consent orders, unsatisfied judgments or decrees which would, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

No Violation, Litigation or Regulatory Action. Except as set --------------------------------------------- forth in Schedule 4.17: ------------- (i) the assets of the Company and their uses comply in all material respects with all applicable Requirements of Laws and Court Orders; (ii) the Company has complied in all material respects with all Requirements of Laws and Court Orders which are applicable to its assets or business; (iii) there are no material lawsuits, arbitrations, claims, suits, proceedings or investigations pending or, to the Knowledge of the Shareholders, threatened against or affecting the Company nor, to the Knowledge of the Shareholders, is there any basis for any of the same, and there are no material lawsuits, arbitrations, suits or proceedings pending in which the Company is the plaintiff or claimant; and (iv) there is no action, suit or proceeding pending or, to the Knowledge of the Shareholders, threatened which questions the legality or propriety of the transactions contemplated by this Agreement.

No Violation, Litigation or Regulatory Action. Except as set forth in Part 4(m) of the GHX Disclosure Schedule or with respect to matters which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, GHX is in compliance with all applicable Legal Requirements. Since January 1, 2004, GHX has not received any written notice from any Governmental Body or other Person regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any material Legal Requirement.