Litigation; Government Orders. (a) There is no Action pending or currently threatened in writing (i) against the Company affecting any of its properties or assets (or against the Company or any of its Affiliates and relating to the Company); (ii) against the Company or any officer, director or Key Employee of the Company arising out of their employment or Board of Directors relationship with the Company; or (iii) that questions the validity of this Agreement or the right of the Company to enter into it, or to consummate the transaction contemplated by this Agreement. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no Action by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, Action pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.
(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.
Litigation; Government Orders. Except as disclosed on Schedule 3.21 of this Agreement, during the past three (3) years there have been no Actions (a) pending or, to the Knowledge of Seller, threatened against or affecting any Group Company, the Business or the Assets of any Group Company, or pending or threatened by, any Group Company or (b) pending, or, to the Knowledge of Seller, threatened against or affecting, the directors, managers, members, officers or employees of any Group Company with respect to the Business or other activities of any Group Company, and there are no facts, events or circumstances that could reasonably be expected to give rise to any Action described in the foregoing clauses (a) or (b). No Group Company, the Business or any Assets of any Group Company (i) is the subject of any judgment, decree, injunction or other Government Order nor (ii) plans to initiate any Action. The Group Companies are fully insured with respect to each of the matters set forth on Schedule 3.21, subject to applicable deductibles and self-insured retentions. Schedule 3.21 sets forth a list of all audits, reviews, examinations and investigations by any Payor or Governmental Authority since January 1, 2018 that resulted in, or could reasonably be expected to result in, a material overpayment Liability, material corrective action, material penalty or material assessment, and includes a brief description of the results or conclusions reached by such Payor or Governmental Authority. Except as described on Schedule 3.21, all such audits, reviews, examinations and investigations have been closed and there are no further outstanding obligations or other Liabilities with respect thereto.
Litigation; Government Orders. (a) Except as disclosed on Schedule 5.07(a), (i) there are no Claims (A) pending, or, to Sellers’ Knowledge, threatened against or affecting, or pending or threatened by, any Seller, or (B) pending, or, to Sellers’ Knowledge, threatened against or affecting, any Seller’s directors, managers, officers or employees with respect the White Oak Business, Acquired Assets or other rights of any Seller, and to the Sellers’ Knowledge, there are no facts making the commencement of any Claim described in the foregoing clauses (A) or (B) reasonably likely, (ii) no Seller is the subject of, or since January 1, 2021, has been the subject of any judgment, decree, injunction or Government Order, and (iii) no Seller, since January 1, 2023, has paid any settlement in excess of $100,000 with respect to any Claims asserted against any Seller. To Sellers’ Knowledge, no Governmental Authorities are planning to initiate any Claim other than routine collection actions in the Ordinary Course of Business and there are no facts making the commencement of any Claim reasonably likely.
(b) Except as disclosed on Schedule 5.07(b), no Seller nor any Acquired Asset is or is used in material violation of (nor will the continued operation of the White Oak Business as currently conducted materially violate) any Laws (including any zoning, building, ordinance, code or approval or any building Permit) or any restriction of record or agreement affecting the Acquired Assets or any part thereof, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority.
(c) No Seller has received written notice of any Claim, requirement or demand of any licensing or certifying agency to rework or redesign any Facility so as to conform to or comply with any existing Law which has not been fully satisfied prior to the Execution Date or which will not be fully satisfied prior to the Closing Date.
Litigation; Government Orders. (a) There is no Action to which the Buyer is a party (either as plaintiff or defendant), or to which its assets are subject, pending, or to the Knowledge of the Buyer, threatened, which may affect the Buyer or its ownership of, or interest in, any material asset or the use or exercise by the Buyer of any material asset. There is no Action to which the Buyer is a party (either as plaintiff or defendant), or to which its assets are subject, pending, or to the Knowledge of the Buyer, threatened, which (i) in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement and the Contemplated Transactions, or (ii) may result in any change in the current equity ownership of the Buyer.
(b) No Government Order has been issued which is applicable to, or otherwise affects, the Buyer or its assets or the business of the Buyer.
Litigation; Government Orders. Except as set forth on Schedule 5.17, there is no Action to which any Seller or Purchased Subsidiary is a party (either as plaintiff or defendant or otherwise) or to which the Purchased Assets or the Business are subject that is pending, or threatened, which affects any Seller or Purchased Subsidiary or its ownership of, or interest in, any Purchased Asset or the use or exercise by any Seller or Purchased Subsidiary of any Purchased Asset or the Business. Except as disclosed on Schedule 5.17, no Government Order has been issued that is applicable to, or otherwise causes a Material Adverse Effect to, any Seller or Purchased Subsidiary or the Purchased Assets or the Business.
Litigation; Government Orders. There are no Actions (a) pending, or, to the Sellers’ Knowledge, threatened against or affecting, or pending or threatened by, the Company, or (b) pending, or, to the Sellers’ Knowledge, threatened against or affecting, the Company’s officers, directors or employees with respect their business activities, and to the Sellers’ Knowledge there are no facts making the commencement of any Action described in the foregoing clauses (a) or (b) reasonably likely. The Company is not (i) the subject of any judgment, decree, injunction or Government Order nor (ii) plans to initiate any Action. .
Litigation; Government Orders. There are no, and since the Lookback Date, there have not been any Actions pending before or, to the Company’s Knowledge, conducted by, or otherwise involving any Governmental Authority, except as would not be material to the Group Companies, taken as a whole. No Group Company is, or has been since the Lookback Date, (a) subject to any Government Order that is currently in effect or (b) a party to, or to the Knowledge of the Company, threatened to be made a party to, any Action that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material Actions that any Group Company intends to initiate as of the date hereof.
Litigation; Government Orders. Except as set forth on Section 4.11 of the Disclosure Schedules, during the past three (3) years there have been no Actions (a) pending or, to the Knowledge of the Company, threatened against or affecting, or pending or threatened by the Company, (b) to the Knowledge of the Company, pending or threatened against or affecting, any of the officers, managers, employees or contractors of the Company with respect to the Business or against any Healthcare Provider, or (c) pending, or threatened, seeking an injunction or other prohibition preventing the Company from engaging in any commercial act in any jurisdiction, and to the Knowledge of the Company there are no facts making the commencement of any Action described in the foregoing clauses (a), (b) or (c) reasonably likely. Neither the Company, nor the assets of the Company, (i) is the subject of any judgment, decree, injunction, or Government Order and (ii) has plans to initiate or participate in any Action.
Litigation; Government Orders. Except as set forth on Schedule 3.18, during the past five (5) years there have been no Actions (a) pending, or, to the Company’s Knowledge, threatened against or affecting, or pending or threatened by, the Company, or (b) pending, or, to the Company’s Knowledge, threatened against or affecting, the Seller Parties or the Company’s officers, directors or employees with respect their business activities. The Company is not the subject of any current, pending or threatened settlement, judgment, decree, injunction or Government Order and does not plan to initiate any Action.
Litigation; Government Orders. There is no Action to which any of the Buyers is a party (either as plaintiff or defendant) or to which any of their respective assets are subject pending or, to such Buyer’s Knowledge, threatened, which in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement or the Contemplated Transactions. No Government Order has been issued which is applicable to, or otherwise affects, any Buyer and in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement or the Contemplated Transactions.
