Absence of Litigation; Claims. Except as disclosed on the Company Schedule, there are no material claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, or with respect to which any director, officer, employee or agent is or may be entitled to claim indemnification from the Company or any Subsidiary, before any Governmental Entity or arbitrator, which, if decided adversely to the Company or such Subsidiary, could prevent the Company from performing its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby, nor is there any judgement, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries which could reasonably be expected to have such effect.
Absence of Litigation; Claims. There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries, or any properties or rights of Parent or any of its subsidiaries, before any Governmental Entity or arbitrator, which, if decided adversely to Parent or such subsidiary, would have a Parent Material Adverse Effect or prevent Parent from performing its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Parent or any of its subsidiaries which could reasonably be expected to have such effect.
Absence of Litigation; Claims. Except as set forth in ----------------------------- Section 3.21 of the HFP Schedule or as would not have, individually and in the aggregate, a HFP Material Adverse Effect, there are no claims, actions, suits, proceedings or investigations pending or, to the Knowledge of HFP, threatened against HFP, any of its Subsidiaries or, to HFP's Knowledge, Health Charge Corporation, or any properties or rights of HFP, its Subsidiaries or, to HFP's Knowledge, Health Charge Corporation, or with respect to which any director, officer, employee or agent of HFP or any of its Subsidiaries is or may be entitled to claim indemnification from HFP, any of its Subsidiaries or, to HFP's Knowledge, Health Charge Corporation, before any Governmental Entity or arbitrator which could materially impair the ability of HFP to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated hereby, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against HFP or any of its Subsidiaries having or which, insofar as reasonably can be foreseen, in the future would have such effect, nor, to the Knowledge of HFP, are there any state of facts which could give rise to such a claim.
Absence of Litigation; Claims. There are no claims, ----------------------------- actions, suits, proceedings or investigations pending or, to the Knowledge of Xxxxxx, threatened against Xxxxxx or any of its Subsidiaries, or any properties or rights of Xxxxxx or any of its Subsidiaries, before any Governmental Entity or arbitrator which would impair the ability of Xxxxxx to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Xxxxxx or any of its Subsidiaries having or which, insofar as reasonably can be foreseen, in the future would have such effect. The term "Knowledge" with respect to Xxxxxx means the actual Knowledge of any executive officer of Xxxxxx.
Absence of Litigation; Claims. Except as set forth in the IDRC Schedule, there are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of IDRC, threatened against IDRC or any of the IDRC Subsidiaries, or any properties or rights of IDRC or any of the IDRC Subsidiaries, or, to IDRC's knowledge, with respect to which any director, officer, employee or agent is or may be entitled to claim indemnification from IDRC or any IDRC Subsidiary pursuant to IDRC's Certificate of Incorporation or Bylaws or pursuant to any similar organizational documents of any IDRC Subsidiary or under any indemnification agreements to which IDRC or any IDRC Subsidiary is a party before any Governmental Entity, nor is there any judgement, decree, injunction, rule or order of any Governmental Entity outstanding against IDRC or any of the IDRC Subsidiaries.
Absence of Litigation; Claims. Except as set forth in the TELESPECTRUM SCHEDULE, there are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of TeleSpectrum, threatened against TeleSpectrum or any of the TeleSpectrum Subsidiaries, or any properties or rights of TeleSpectrum or any of the TeleSpectrum Subsidiaries, or with respect to which any director, officer, employee or agent is or may be entitled to claim indemnification from TeleSpectrum or any TeleSpectrum Subsidiary pursuant to TeleSpectrum's certificate of incorporation or Bylaws or pursuant to any similar organizational documents of any TeleSpectrum Subsidiary or under any indemnification agreements to which TeleSpectrum or any TeleSpectrum Subsidiary is a party before any Governmental Entity, nor is there any judgement, decree, injunction, rule or order of any Governmental Entity outstanding against TeleSpectrum or any of the TeleSpectrum Subsidiaries.
Absence of Litigation; Claims. Except as set forth on the PARENT SCHEDULE, there are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, or any properties or rights of Parent or any of its Subsidiaries, before any Governmental Entity or arbitrator, which, if decided adversely to Parent or such Subsidiary, would have a Parent Material Adverse Effect or impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby, nor is there any judgement, decree, injunction, rule or order of any Governmental Entity or arbitrator expressly applicable by its terms to the Parent or any of its Subsidiaries having or which, insofar as reasonably can be foreseen, in the future would have a Parent Material Adverse Effect.
Absence of Litigation; Claims. Except as described on the Company Schedule, there are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, or with respect to which any director, officer, employee or agent is or may be entitled to claim indemnification from the Company or any Subsidiary, before any Governmental Entity or arbitrator, which, if decided adversely to the Company or such Subsidiary, would result in a loss in excess of $50,000 or impair the ability of the Company to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby, nor is there any judgement, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries having or which, insofar as reasonably can be foreseen, in the future would have such effect.
Absence of Litigation; Claims. (a) Except as set forth in the COMPANY SCHEDULE there are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, or with respect to which any director, officer, employee or agent is or may be entitled to claim indemnification from the Company or any Subsidiary, before any Governmental Entity or arbitrator, which, if decided adversely to the Company or such Subsidiary, would have a Company Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby, nor is there any judgement, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries having or which, insofar as reasonably can be foreseen, in the future would have such effect, nor, to the knowledge of the Company, are there any state of facts which could give rise to such a claim.
Absence of Litigation; Claims. There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Company, overtly threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, or with respect to which any director, officer, employee or agent is or may be entitled to claim indemnification from the Company or any Subsidiary, before any Governmental Authority or arbitrator, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Company or any of its Subsidiaries.
