Legal Proceedings, Audits, Investigations Sample Clauses

Legal Proceedings, Audits, Investigations a. Company has not committed any act, or failed or omitted to take any action, which act or omission would give rise to any legal action or other proceeding before any court or administrative agency. b. All records required to be maintained by any regulatory authority including, without limitation, the State of Florida Department of Business and Professional Regulation (“DBPR”) and the United States Drug Enforcement Administration (“DEA”) are accurate and have been properly maintained and preserved in accordance with all applicable laws and requirements of such authorities. c. Company has not received any notice or indication from any vendor disqualifying Company from purchasing medications from such vendor. d. Company has a current and valid Prescription Drug Wholesale Distributor license issued by the State of Florida under license number 20189 (“License”) and a Certificate of Registration issued by the DEA (“Registration”). Other than the License and Registration, no other approvals by any governmental entity with authority over pharmaceuticals are required for Company to operate its business. The Company is not the subject of any investigation by any regulatory authority or any law enforcement agency, including any investigation that is not of public record or pending a probable cause determination that may have an effect on the License or the Registration or may lead to a termination of, or any restriction on, the Company’s privilege to buy or sell pharmaceuticals, seek payment from any payer, public or private, or subject Company or its representatives to a civil or criminal investigation, suit or enforcement action. Except as set forth on Schedule 2.5, there is no claim, arbitration, litigation, proceeding or investigation in progress, pending or threatened against, or affecting in any way Company or Seller, or the ability of Company or Seller to operate Company’s business as it is presently being conducted, or affect the ability of Company or Seller to transfer the Purchased Membership to Buyer and admit Buyer to membership. Except as set forth on Schedule 2.5, there is no dispute, pending or threatened, involving any of Company’s former or present vendors, suppliers, customers, employees, contractors or any other party, and neither Company nor Seller are aware of any fact that would lead it to believe that any such dispute is likely to arise.
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Related to Legal Proceedings, Audits, Investigations

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Pending Proceedings and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

  • Legal Proceedings, Etc There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or a Subsidiary and with respect to which adequate reserves for payment have been established).

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities. 2. A department head shall be responsible for ensuring that all allegations of misconduct or other complaints against an employee on which any action is to be taken or a record is to be made shall be investigated. The investigator shall be allowed to interview the complainant prior to notifying the employee.

  • Legal Proceedings; Contracts Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or might materially affect the properties or assets thereof; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations which have not been so filed.

  • Legal Proceedings Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Grievance Investigations Where an employee has asked or is obliged to be represented by the Institute in relation to the presentation of a grievance and an employee acting on behalf of the Institute wishes to discuss the grievance with that employee, the employee and the representative of the employee will, where operational requirements permit, be given reasonable leave with pay for this purpose when the discussion takes place in the headquarters area of such employee and leave without pay when it takes place outside the headquarters area of such employee.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

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