Legal and Regulatory Matters. Except as set forth on Schedule 3.18, (i) there is no claim, suit, action, arbitration, governmental investigation or other proceeding, nor any order, decree or judgment pending or in effect, or, to the Knowledge of the Company and the Shareholders, threatened by, against or relating to the Company or any of its properties, or the transactions contemplated hereby, (ii) there are no judgments, decrees or orders enjoining the Company in respect of, or the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any aspect of the business of the Company, (iii) to the Knowledge of the Company and the Shareholders, the Company has complied and is complying with all laws, ordinances, treaties and governmental rules, orders and regulations applicable to it or its properties, assets, personnel or business, non-compliance with which could have a Material Adverse Effect, (iv) the Company has obtained all material Licenses necessary for the ownership of its properties and the conduct of its business as currently conducted, and all such Licenses are currently in full force and effect and (v) the Company has provided QuadraMed and Acquisition Co. with access to all Government Communications and has delivered to QuadraMed and Acquisition Co. a true and complete copy of all Government Communications received by the Company since November 30, 1998, and all Government Communications as to which any unresolved issue remains.
Appears in 2 contracts
Samples: Employment Agreement (Quadramed Corp), Acquisition Agreement and Plan of Merger (Quadramed Corp)
Legal and Regulatory Matters. Except as set forth on in Schedule 3.18, : (i) there is no claim, suit, action, arbitration, governmental investigation or other proceeding, nor any order, decree or judgment pending or in effect, or, to the Knowledge of the Company and the ShareholdersCompany, threatened by, against or relating to the Company or any of its properties, or the transactions contemplated hereby, (ii) there are no judgments, decrees or orders enjoining the Company in respect of, or the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any aspect of the business of the Company, (iii) to the Knowledge of the Company and the Shareholders, the Company has complied and is complying with all laws, ordinances, treaties and governmental rules, orders and regulations applicable to it or its properties, assets, personnel or business, non-compliance with which could would have a Material Adverse Effect, (iv) the Company has obtained all material Licenses necessary for the ownership of its properties and the conduct of its business as currently conducted, and all such Licenses are currently in full force and effect and (v) the Company has provided QuadraMed and Acquisition Co. with access to all Government Communications received by the Company since January 1, 1996, and has delivered to QuadraMed and Acquisition Co. a true and complete copy of all Government Communications received by the Company since November 30, 1998, and all Government Communications as to which any unresolved issue remains.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (Whisenhunt Investments Inc)
Legal and Regulatory Matters. Except as set forth on Schedule 3.18, 3.18 (i) there is no claim, suit, action, arbitration, governmental investigation or other proceeding, nor any order, decree or judgment pending or in effect, or, to the Knowledge knowledge of the Company and each of the ShareholdersPrincipal Stockholders, threatened by, against or relating to the Company or any of its properties, or the transactions contemplated hereby, (ii) there are no judgments, decrees or orders enjoining the Company in respect of, or the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any aspect of the business of the Company, (iii) to the Knowledge of the Company and the Shareholders, the Company has complied and is complying with all laws, ordinances, treaties and governmental rules, orders and regulations applicable to it or its properties, assets, personnel or business, except where non-compliance with which could would not have a Material Adverse Effect, (iv) the Company has obtained all material Licenses necessary for the ownership of its properties and the conduct of its business as currently conducted, and all such Licenses are currently in full force and effect and (v) the Company has provided QuadraMed and Acquisition Co. with access to all Government Communications and has delivered to QuadraMed and Acquisition Co. a true and complete copy of all Government Communications received by the Company since November 30December 31, 19981997, and all Government Communications as to which any unresolved issue remains.
Appears in 1 contract
Samples: Quadramed Corp
Legal and Regulatory Matters. Except as set forth on Schedule 3.18, 4.18: (i) there is no claim, suit, action, arbitration, governmental investigation or other proceeding, nor any order, decree or judgment pending or in effect, or, to the Knowledge each of the Company and the ShareholdersStockholder's Knowledge, threatened by, against or relating to the Company or any of its properties, or the transactions contemplated hereby, ; (ii) there are no judgments, decrees or orders enjoining the Company in respect of, or the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any aspect of the business of the Company, ; (iii) to the Knowledge of the Company and the Shareholders, the Company has complied and is complying with all laws, ordinances, treaties and governmental rules, orders and regulations applicable to it or its properties, assets, personnel or business, non-compliance with which could have a Material Adverse Effect, ; (iv) the Company has obtained all material Licenses necessary for the ownership of its properties and the conduct of its business as currently conducted, and all such Licenses are currently in full force and effect effect; and (v) the Company has provided QuadraMed and Acquisition Co. and QuadraMed with access to all Government Communications and has delivered to QuadraMed and Acquisition Co. and QuadraMed a true and complete copy of all Government Communications received by the Company since November September 30, 1998, 1996 and all Government Communications as to which any unresolved issue remains.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Quadramed Corp)
Legal and Regulatory Matters. Except as set forth on Schedule 3.18, 5.18: (i) there is no claim, suit, action, arbitration, governmental investigation or other proceeding, nor any order, decree or judgment pending or in effect, or, to the Knowledge best of each of the Company and the ShareholdersManagement Stockholder's knowledge, threatened by, against or relating to the Company or any of its properties, or the transactions contemplated hereby, ; (ii) there are no judgments, decrees or orders enjoining the Company in respect of, or the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any aspect of the business of the Company, ; (iii) to the Knowledge of the Company and the Shareholders, the Company has complied and is complying with all laws, ordinances, treaties and governmental rules, orders and regulations applicable to it or its properties, assets, personnel or business, non-compliance with which could have a Material Adverse Effect, ; (iv) the Company has obtained all material Licenses necessary for the ownership of its properties and the conduct of its business as currently conducted, and all such Licenses are currently in full force and effect effect; and (v) the Company has provided QuadraMed and Acquisition Co. and QuadraMed with access to all Government Communications and has delivered to QuadraMed and Acquisition Co. and QuadraMed a true and complete copy of all Government Communications received by the Company since November 30December 31, 1998, 1996 and all Government Communications as to which any unresolved issue remains.
Appears in 1 contract
Samples: Escrow Agreement (Quadramed Corp)