Legal and Regulatory Matters. Except as set forth 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, 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) 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 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 as to which any unresolved issue remains.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whisenhunt Investments Inc), Agreement and Plan of Merger (Quadramed Corp)
Legal and Regulatory Matters. Except as set forth in on Schedule 3.185.18: (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 CompanyManagement 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) 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 would 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 Acquisition Co. and QuadraMed a true and complete copy of all Government Communications received by the Company since January 1December 31, 1996, 1996 and has delivered to QuadraMed and Acquisition Co. a true and complete copy of all Government Communications as to which any unresolved issue remains.
Appears in 1 contract
Samples: Escrow Agreement (Quadramed Corp)
Legal and Regulatory Matters. Except as set forth in 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 CompanyCompany and each of the Principal 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) 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 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 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 December 31, 1997, 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 in on Schedule 3.184.18: (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 CompanyStockholder'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) 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 would 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 Acquisition Co. and QuadraMed a true and complete copy of all Government Communications received by the Company since January 1September 30, 1996, 1996 and has delivered to QuadraMed and Acquisition Co. a true and complete copy of all Government Communications as to which any unresolved issue remains.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Quadramed Corp)