Litigation and Claims. There are no claims, lawsuits, actions, arbitrations, administrative or other proceedings, governmental investigations or inquiries pending or, to the knowledge of the Company, threatened against, or affecting the Company, any Company Subsidiary, any Stockholder, the Physician Employees or any other licensed professional or other individual affiliated with the Company affecting or that would reasonably be likely to affect the Company Common Stock or the operations, business condition, (financial or otherwise), or results of operations of the Company which (i) if successful, may, individually or in the aggregate, have a Material Adverse Effect on the Company or (ii) could adversely affect the ability of the Company or any Company Subsidiary to effect the transactions contemplated hereby, and to the knowledge of the Company there is no basis for any such action or any state of facts or occurrence of any event which would reasonably be likely to give rise to the foregoing. There are no unsatisfied judgments against the Company or any Company Subsidiary or any licensed professional or other individual affiliated with the Company or any Company Subsidiary relating to services provided on behalf of the Company or any Company Subsidiary or any consent decrees to which any of the foregoing is subject. Each of the matters, if any, set forth in this Section 3.12 is fully covered by policies of insurance of the Company or any Company Subsidiary as in effect on the date hereof.
Appears in 13 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Merger Agreement (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Litigation and Claims. There are no claims, lawsuits, actions, arbitrations, administrative or other proceedings, governmental investigations or inquiries pending or, to the knowledge of the Company, threatened against, or affecting the Company, any Company Subsidiary, any Stockholder, the Physician Employees or any other licensed professional or other individual affiliated with the Company affecting or that would reasonably be likely to affect the Company Common Stock or the operations, business condition, (financial or otherwise), or results of operations of the Company which which
10 16 (i) if successful, may, individually or in the aggregate, have a Material Adverse Effect on the Company or (ii) could adversely affect the ability of the Company or any Company Subsidiary to effect the transactions contemplated hereby, and to the knowledge of the Company there is no basis for any such action or any state of facts or occurrence of any event which would reasonably be likely to give rise to the foregoing. There are no unsatisfied judgments against the Company or any Company Subsidiary or any licensed professional or other individual affiliated with the Company or any Company Subsidiary relating to services provided on behalf of the Company or any Company Subsidiary or any consent decrees to which any of the foregoing is subject. Each of the matters, if any, set forth in this Section 3.12 is fully covered by policies of insurance of the Company or any Company Subsidiary as in effect on the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
