Actions Pending; Compliance with Laws. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened by any public official or governmental authority, against the Company or any of its Subsidiaries or any of their respective properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality, which questions the validity or enforceability of, or seeks to enjoin or invalidate this Agreement, the Stockholders Agreement, the Registration Rights Agreement or the Series A Preferred Stock or any action taken or to be taken pursuant hereto or thereto, or, except as set forth in the SEC Reports or as otherwise disclosed to the Purchasers in writing, which is reasonably likely to be material to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is in default in any material respect with respect to any judgment, order, writ, injunction, decree or award.
Actions Pending; Compliance with Laws. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened by any public official or governmental authority, against the Company or any of its Subsidiaries or any of their respective properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality (collectively, "Litigation"), which questions the validity or enforceability of, or seeks to enjoin or invalidate this Agreement, the Registration Rights Agreement, the Warrant Agreement, the Certificate of Designation or the Convertible Securities or any action taken or to be taken pursuant hereto or thereto, or, except as set forth in the SEC Reports or the 1996 Financial Statements, which is reasonably likely to result in any Material Adverse Effect, and neither the Company nor any of its Subsidiaries is in default in any material respect with respect to any judgment, order, writ, injunction, decree or award. To the knowledge of the Company, the Company and each Subsidiary is in material compliance with, and at all times since December 31, 1992 has been in material compliance with, all applicable federal, state, local and foreign laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any governmental authority (collectively, "Applicable Laws") relating to the Company or any Subsidiary or their respective business or properties, including, without limitation, social security laws, workers' protection laws, laws regarding the provision of insurance, third party administration and primary health care services, good manufacturing practices of the Food and Drug Administration (the "FDA"), the Prescription Drug Marketing Act, the Federal Controlled Substances Act of 1970, the Food, Drug and Cosmetic Act, any federal or state Pharmacy Practice Acts, Controlled Substance Acts, Dangerous Drugs Acts and Food, Drug and Cosmetic Acts, the Occupational Safety and Health Act and the regulations promulgated thereunder ("OSHA"), the Foreign Corrupt Practices Act (the "FCPA") and all rules of professional conduct applicable to the Company or any Subsidiary by which any of its properties are bound or subject, except where the failure to be in compliance therewith could not reasonably be expected to have a Material Adverse Effect.
Actions Pending; Compliance with Laws. There is no action, suit, investigation or proceeding pending or, to the knowledge of such Purchaser, threatened by any public official or governmental authority, against such Purchaser or any of its Affiliates or any of their respective properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality, which questions the validity or enforceability of, or seeks to enjoin or invalidate this Agreement or the New Securities or any action taken or to be taken pursuant hereto or thereto.
Actions Pending; Compliance with Laws. Except as disclosed in theForm 10-K or as otherwise disclosed to senior representatives of the Purchaser, there is no action, suit, proceeding or investigation pending or, to the Company's Knowledge, currently threatened against the Company that questions the validity or enforceability of, or seeks to enjoin or invalidate this Agreement, the Investor's Rights Agreement or the Series A Preferred Stock or the right of the Company to enter into such agreements or to consummate the transactions contemplated hereby or thereby, or that might result, either individually or in the aggregate, in a material adverse effect on the Company. The Company is not in default in any material respect with respect to any judgment, order, writ, injunction, decree or award.
Actions Pending; Compliance with Laws. Except as disclosed on Schedule 4.1(e) hereto, there is no action, suit, investigation or proceeding pending or, to the knowledge of DAP, threatened against or affecting DAP or any of its properties or rights, by or before any court, arbitrator or administrative or governmental body, which could reasonably be expected to result in any Material Adverse Effect. Except as disclosed on Schedule 4.1(e) hereto, DAP has not received notice of and is not otherwise aware that it is in or alleged to be in violation of any Requirement of Law, except where failure to comply would not have a Material Adverse Effect.
Actions Pending; Compliance with Laws. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened by any public official or governmental authority, against the Company or any of its Subsidiaries or any of their respective properties or assets by or before any court, arbitrator or governmental body, department, commission, board, bureau, agency or instrumentality (collectively, "Litigation"), which questions the validity or enforceability of, or seeks to enjoin or invalidate this Agreement, the Registration Rights Agreement, the Warrant Agreement, the Certificate of Designation or the Convertible Securities or any action taken or to be taken pursuant hereto or thereto, which, if adversely determined, would result in any Material Adverse Effect, except for any Litigation set forth in the SEC Reports or the 1997 Financial Statements, and neither the Company nor any of its Subsidiaries is in default in any material respect with respect to any judgment, order, writ, injunction, decree or award. The Company and each Subsidiary is in compliance with all applicable federal, state, local and foreign laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any governmental authority (collectively, "Applicable Laws") relating to the Company or any Subsidiary or their respective business or properties, including, without limitation, social security laws, workers' protection laws, laws regarding the provision of insurance, health maintenance organization, corporate practice of medicine, third party administration and primary health care services, the Occupational Safety and Health Act and the regulations promulgated thereunder ("OSHA"), and all rules of professional conduct applicable to the Company or any Subsidiary by which any of its properties are bound or subject, except where the failure to be in compliance therewith would not have a Material Adverse Effect.
Actions Pending; Compliance with Laws. Except as disclosed on Schedule 6.5 hereto, there is no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its properties or rights, by or before any court, arbitrator or administrative or governmental body, which could reasonably be expected to result in any Materially Adverse Effect. Except as disclosed on Schedule 6.5 hereto, the Borrower has not received notice of and is not otherwise aware that it is in or alleged to be in violation of any Requirement of Law, except where failure to comply would not have a Material Adverse Effect.
