Litigation Involving Seller. Except as set forth on SCHEDULE 4.12, there are no actions, suits, claims, governmental investigations or arbitration proceedings pending or, to the best knowledge of Seller, threatened against or affecting Seller or any of its assets or properties with respect to or relating to (i) the Acquired Business; (ii) the ownership or operation of the Purchased Assets or (iii) the transactions contemplated by this Agreement. There are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign judicial or administrative authority in any proceeding to which Seller is or was a party and which relates to (i) the Acquired Business; (ii) the ownership or operation of the Purchased Assets or (iii) the transactions contemplated by this Agreement.
Litigation Involving Seller. Except as set forth on Schedule 4.12, there are no actions, suits, claims, ------------- governmental investigations or arbitration proceedings pending or, to the best knowledge of Seller, Xxxxx and Xxxxxx, threatened against or affecting Seller or any of its assets or properties with respect to or relating to (i) the Acquired Business; (ii) the ownership or operation of the Purchased Assets or (iii) the transactions contemplated by this Agreement, and, to the best of the knowledge of Seller, Xxxxx, and Xxxxxx, there is no basis for any of the foregoing. There are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign judicial or administrative authority in any proceeding to which Seller is or was a party and which relates to (i) the Acquired Business; (ii) the ownership or operation of the Purchased Assets or (iii) the transactions contemplated by this Agreement.
Litigation Involving Seller. Except as disclosed in Exhibit 5.3, and except as qualified by Section 5.6 below, there is no action, suit, proceeding or investigation pending (including, without limitation, any action, suit, proceeding or investigation with respect to any federal, state or local laws, rules or regulations), or to Seller's knowledge, threatened against or detrimentally affecting Seller, or any of the Purchased Assets which could materially and adversely affect the Business or any of the Purchased Assets and no governmental entity has served upon Seller any notice claiming any violation of any statute, ordinance, or regulation or noting the need for any repair or remediation with respect to the Purchased Assets, requesting data or access, requiring testing or other investigation relating to environmental conditions or requiring any change in the Purchased Assets or in Seller's means or method of conducting the Business.
Litigation Involving Seller. There is no action, suit, proceeding or investigation pending (including, without limitation, any action, suit, proceeding or investigation with respect to any federal, state or local laws, rules or regulations), or to Seller's knowledge, threatened against or detrimentally affecting Seller and no governmental entity has served upon Seller any notice claiming any violation of any statute, ordinance, or regulation or noting the need for any repair or remediation, requesting data or access, requiring testing or other investigation relating to environmental conditions or otherwise.
Litigation Involving Seller. There are no actions, suits, claims, governmental investigations or arbitration proceedings pending or, to the knowledge of Amedisys, threatened against or affecting Seller or any of the Purchased Assets and, to the knowledge of Amedisys, there is no basis for any of the foregoing. There are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign judicial or administrative authority in any proceeding to which Seller is or was a party. Schedule 2 contains a complete and accurate description of the status of any matter covered thereby that references this Section 2.15, and Seller carries insurance that will cover the costs, expenses and damages of each of the matters described therein (which insurance coverage shall continue in effect as to such identified matters following the Closing). Seller acknowledges that Buyer is not assuming any liability or responsibility with respect to any matter described in Schedule 2 that references this Section 2.15. No employee or former employee of Seller has made any claim of sexual harassment, discrimination, wrongful termination or any violation of OSHA, and Seller has not received any notice that the EEOC or any state agency has issued a "right to xxx" letter with respect to any employee or former employee of Seller. Neither the U.S. Department Health and Human Service nor any state agency has conducted or has given Seller or Amedisys any notice that it intends to conduct any audit or other review of any Surgery Center's participation in the Medicare or the Medicaid program or any other governmental program and, to the knowledge of Amedisys, no such audit or review would result in any material liability by Seller for any reimbursement, penalty interest with respect to payments received by Seller thereunder. Amedisys does not know of any reason why the Surgery Centers will not or may not be able to continue their respective businesses, as presently conducted, following the Closing.
Litigation Involving Seller. Except as set forth in Section 4.16 of the Disclosure Schedule, there are no actions, suits, claims, governmental investigations, arbitrations or other legal, administrative or governmental proceedings pending or threatened against or affecting or relating to the Company and, to the Knowledge of Seller, there is no basis for any of the foregoing. There are no outstanding judgments, orders, decrees or stipulations issued by any federal, state, local or foreign judicial or administrative authority in any proceeding to which the Company is or was a party. Section 4.16 of the Disclosure Schedule contains a complete and accurate description of the status of any matter covered thereby, and the Company carries insurance that will adequately cover all costs, expenses and damages of each of the matters described therein.
