Legal Proceedings and Judgments. (a) Except as set forth in Section 5.10(a) of the NORCAL Disclosure Schedule, neither NORCAL nor any NORCAL Subsidiary is a party to any, and there are no pending or, to the Knowledge of NORCAL, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or applicable industry self regulatory organization (including, without limitation, the National Association of Insurance Commissioners) investigations of any nature (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Insurance Subsidiary for which adequate claims reserves have been established in accordance with SAP and generally accepted actuarial principles) against NORCAL, any NORCAL Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of NORCAL or any NORCAL Subsidiary, any directors or officers of NORCAL or any NORCAL Subsidiary, or the transactions contemplated by this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement, other than, in each case, as would not be material to NORCAL and the NORCAL Subsidiaries, taken as a whole. (b) Except as set forth in Section 5.10(b) of the NORCAL Disclosure Schedule, there is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Insurance Subsidiary for which 33 43126503 v1
(c) Except as set forth in Section 5.10(c) of the NORCAL Disclosure Schedule, to the Knowledge of NORCAL, since December 31, 2016 no breach of contract, breach of fiduciary duties under ERISA, bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or threatened against NORCAL or any NORCAL Subsidiary.
Legal Proceedings and Judgments. There are no material claims, actions, proceedings or investigations pending or, to Buyer’s Knowledge, threatened against or relating to Buyer before any court or other Governmental Authority acting in an adjudicative capacity that could have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby.
Legal Proceedings and Judgments. Except as set forth on Schedule 5.12, to the Knowledge of such Seller, (a) there are no claims, actions, proceedings or investigations pending or threatened against or relating to such Seller before any court or other Governmental Entity acting in an adjudicative capacity, which individually or in the aggregate, would have a Material Adverse Effect; and (b) there are no claims, actions, proceedings or investigations pending against or relating to such Seller before any court or other Governmental Entity acting in an adjudicative capacity, which have been commenced after the filing of the Chapter 11 Case. Except as set forth on Schedule 5.12, to the Knowledge of such Seller, such Seller is not subject to any outstanding judgment, rule, order, writ, injunction or decree of any court or other Governmental Entity which, individually or in the aggregate, would have a Material Adverse Effect.
Legal Proceedings and Judgments. Except as set forth on Schedule 5.14, except for orders to cooperate in the garnishment of the wages of certain employees of the Sellers and except with respect to actions commenced in the Chapter 11 Cases, (a) there are no claims, actions, proceedings or investigations pending or, to the Knowledge of the Sellers, threatened against or relating to any Seller before any court or other Governmental Authority acting in an adjudicative capacity; and (b) there are no claims, actions, proceedings or investigations pending against or, to the Knowledge of the Sellers, threatened against or relating to the Sellers before any court or other Governmental Authority acting in an adjudicative capacity, which have been commenced after the filing of the Chapter 11 Cases. Except as set forth on Schedule 5.14, the Sellers are not subject to any outstanding judgment, rule, order, writ, injunction or decree of any court or other Governmental Authority.
Legal Proceedings and Judgments. 25 5.14 PERMITS...............................................................................25 5.15 COMPLIANCE WITH LAWS..................................................................25 5.16 TAXES.................................................................................25 5.17 REGULATION AS A UTILITY...............................................................25
Legal Proceedings and Judgments. Except as set forth in Schedule 5.10, there are no material claims, actions, proceedings or investigations pending or, to the Knowledge of the Seller, threatened against or relating to the Seller before any court or other Governmental Entity acting in an adjudicative capacity. Except as set forth in Schedule 5.10, to the Knowledge of the Seller, the Seller is not subject to any outstanding judgment, rule, order, writ, injunction or decree of any court or other Governmental Entity.
Legal Proceedings and Judgments. There are no material claims, actions, proceedings or investigations pending or, to Purchaser’s actual knowledge, threatened against or relating to Purchaser before any court or other governmental authority acting in an adjudicative capacity that could have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.
Legal Proceedings and Judgments. (a) Except as set forth in Section 4.10(a) of the Medmarc Disclosure Schedule and excluding claims made with respect to insurance policies issued by Medmarc or any Medmarc Insurance Subsidiary for which adequate claims reserves have been established, neither Medmarc nor any Medmarc Subsidiary is a party to any, and there are no pending or, to the Knowledge of Medmarc, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or Self-Regulatory Organization investigations of any nature against Medmarc, any Medmarc Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of Medmarc or any Medmarc Subsidiary, any directors or officers of Medmarc or any Medmarc Subsidiary, in their respective capacities as directors and officers of Medmarc or any Medmarc Subsidiary, or challenging the validity or propriety of the transactions contemplated by this Agreement and neither Medmarc nor any of the Medmarc Subsidiaries is subject to an order, writ, injunction or decree.
(b) As to each matter, if any, described in Section 4.10(a) of the Medmarc Disclosure Schedule, accurate and complete copies of all relevant pleadings, judgments, orders and correspondence have been made available to PRA subject to any applicable confidentiality obligations of Medmarc or any Medmarc Subsidiary.
Legal Proceedings and Judgments. (a) Except as set forth in Section 4.10(a) of the PICA Disclosure Schedule and excluding claims made with respect to insurance policies or insurance contracts issued by PICA or any PICA Insurance Subsidiary for which a claims reserve has been established, there are no pending or, to the Knowledge of PICA, threatened, suits, actions, proceedings, claims or Governmental Authority investigations (whether at law or equity, before or by any Governmental Authority or before any arbitrator) against PICA, any PICA Subsidiary, any of their respective businesses or assets, any directors or officers of PICA or any PICA Subsidiary, in their respective capacities as directors and officers, or challenging the validity or propriety of the transactions contemplated by this Agreement or otherwise seeking to enjoin the transactions contemplated by this Agreement. Section 4.10(a) of the PICA Disclosure Schedule further identifies any such suits, actions, proceedings, investigations or claims with pleadings, judgments or orders that are subject to confidentiality restrictions of the type described in 4.10(b).
(b) Subject to any applicable confidentiality obligations of PICA or any PICA Subsidiary as to each matter, if any, described in Section 4.10(a) of the PICA Disclosure Schedule, accurate and complete copies of all relevant pleadings, judgments and orders have been made available to PRA.
Legal Proceedings and Judgments. (a) The Company is not a party to any, and there are no pending or threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or SRO investigations of any nature (including noncontractual claims, bad faith claims and claims against the Company, its business or assets, any assets of any other Person which are used in the business or operations of the Company, any Members, directors or officers of the Company, in their respective capacities as Members, directors or officers, or the transactions contemplated by this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement.
(b) There is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, bad faith claims and claims against the Company, or the assets of the Company.
(c) No breach of contract, breach of fiduciary duties under ERISA, bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or threatened against the Company.
(d) No legal, administrative, arbitral or other inquiries, proceedings, claims, actions or governmental or regulatory or SRO investigations alleging violations of Federal or state securities laws (including the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act) have been filed against the Company or any Member, director or officer of the Company in their capacities as a Member, director or officer, and not dismissed with prejudice.
