Common use of Litigation; Judgments Clause in Contracts

Litigation; Judgments. On the Closing Date, there shall be no actions, suits, proceedings, counterclaims or investigations pending or overtly threatened (i) challenging the consummation of any portion of the Transaction or which in the judgment of the Lead Arrangers or the Required Lenders could restrain, prevent or impose burdensome conditions on the Transaction, in the aggregate, or any other transaction contemplated hereunder, (ii) seeking to prohibit the ownership or operation by Holdings, the Borrower, or any of their respective Subsidiaries of all or any material portion of any of their respective businesses or assets or (iii) seeking to obtain, or which could result or has resulted in the entry of, any judgment, order or injunction that (A) would restrain, prohibit or impose adverse or burdensome conditions on the ability of the Lenders to make the Loans, (B) in the judgment of the Lead Arrangers and the Required Lenders could reasonably be expected to result in a Material Adverse Effect with respect to Holdings, the Borrower and their Subsidiaries taken as a whole (after giving effect to the Transaction) or (C) could purport to affect the legality, validity or enforceability of any Senior Finance Document or could have a material adverse effect on the ability of any Credit Party to fully and timely perform their payment and security obligations under the Senior Finance Documents or the rights and remedies of the Lenders. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated by the Transaction Documents and otherwise referred to herein or therein.

Litigation; Judgments. On the Closing Date(a) Except as set forth on Schedule 3.12(a) hereto, there shall be are no actions, suits, proceedings, counterclaims suits or investigations pending other proceedings at law or overtly threatened (i) challenging the consummation of in equity by or before any portion of the Transaction arbitrator or which in the judgment of the Lead Arrangers or the Required Lenders could restrain, prevent or impose burdensome conditions on the Transaction, in the aggregatearbitration panel, or any other transaction contemplated hereunderGovernmental Authority (including, (iibut not limited to, matters relating to environmental liability) seeking to prohibit or any investigation by any Governmental Authority of the ownership or operation by Holdings, the Borroweraffairs of, or to the best of each Credit Party's knowledge, threatened action, suit or other proceeding against or affecting, any of their respective Subsidiaries of all Credit Party or any material portion of any of their respective businesses properties or assets or (iii) seeking to obtain, or rights which could result or has resulted in the entry of, any judgment, order or injunction that either (A) would restrain, prohibit or impose adverse or burdensome conditions on the ability of the Lenders to make the Loans, (B) in the judgment of the Lead Arrangers and the Required Lenders could reasonably be expected to result have a Material Adverse Effect, or (B) relate to this Credit Agreement, any Fundamental Document or any of the transactions contemplated hereby or thereby or the Loans hereunder. No Credit Party is in default with respect to any order, writ, injunction, decree, rule or regulation of any Governmental Authority binding upon such Person, which default could reasonably be expected to have a Material Adverse Effect. (b) There are no unpaid final, nonappealable judgments or decrees in an aggregate amount of $10,000,000 or more entered by a court or courts of competent jurisdiction against any Credit Party (other than any judgment as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such claim in writing). (c) Except as set forth on Schedule 3.12(c) hereto or as otherwise disclosed pursuant to Section 5.4(b) with respect to matters arising after the date hereof, to the knowledge of the Borrower, there is no pending investigation of the Credit Parties by JCAHO, which investigation is not otherwise conducted in the ordinary course of business and no criminal, civil or administrative action, audit, or investigation by a fiscal intermediary or by the federal government or any state government exists or is threatened with respect to the Credit Parties which could reasonably be expected to adversely affect the Credit Parties' right to receive a material portion of Medicare and Medicaid reimbursement to which it would otherwise be entitled, right to participate in the Medicare and Medicaid programs, or otherwise have a Material Adverse Effect with respect to Holdings, the Borrower and their Subsidiaries taken as a whole (after giving effect to the Transaction) or (C) could purport to affect the legality, validity or enforceability of any Senior Finance Document or could have a material adverse effect on the ability receipt of any Credit Party to fully Medicare and timely perform their payment and security obligations under the Senior Finance Documents or the rights and remedies of the Lenders. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated Medicaid reimbursement by the Transaction Documents Credit Parties, and otherwise referred to herein or therein.except as set forth on Schedule 3.12

Litigation; Judgments. On the Closing Date, there shall be no actions, suits, proceedings, counterclaims or investigations pending or, to the knowledge of the Credit Parties, threatened by or overtly threatened before any court or governmental, administrative or regulatory agency or authority, domestic or foreign (i) challenging the consummation of any portion of the Transaction or which in the reasonable judgment of the Required Lenders or the Lead Arrangers or the Required Lenders could restrain, prevent or impose adverse or burdensome conditions on the Transaction, individually or in the aggregate, or any other transaction contemplated hereunder, (ii) seeking to prohibit the ownership or operation by Holdingsthe Parent Borrower, the Borrower, Target or any of their respective Subsidiaries of all or any material portion of any of their respective businesses or assets or (iii) seeking to obtain, or which could result or has resulted in the entry of, any judgment, order or injunction that (A) would restrain, prohibit or impose adverse or burdensome conditions on the ability of the Lenders to make the LoansLoans or accept Bankers' Acceptances, (B) in the reasonable judgment of the Required Lenders or the Lead Arrangers and the Required Lenders could reasonably be expected to result in a Material Adverse Effect with respect to Holdings, the Borrower Target and their its Subsidiaries taken as a whole (after giving effect to the Transaction) or ), (C) could purport to affect the legality, validity or enforceability of any Senior Finance Document or could have a material adverse effect on the ability of any Credit Party to fully and timely perform their payment and security obligations under the Senior Finance Documents or the rights and remedies of the Lenders or (D) could be materially adversely inconsistent with the stated assumptions underlying the projections provided to the Administrative Agents and the Lenders. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated by the Transaction Documents and otherwise referred to herein or therein.

Litigation; Judgments. On the Closing Date, there shall be no actions, suits, proceedings, counterclaims or investigations pending or overtly threatened (i) challenging the consummation of any portion of the Transaction or which in the judgment of the Lead Arrangers or the Required Lenders could restrain, prevent or impose burdensome conditions on the Transaction, in the aggregate, or any other transaction contemplated hereunder, (ii) seeking to prohibit the ownership or operation by Holdings, the Borrower, the Target or any of their respective Subsidiaries of all or any material portion of any of their respective businesses or assets or (iii) seeking to obtain, or which could result or has resulted in the entry of, any judgment, order or injunction that (A) would restrain, prohibit or impose adverse or burdensome conditions on the ability of the Lenders to make the Loans, (B) in the judgment of the Lead Arrangers and the Required Lenders could reasonably be expected to result in a Material Adverse Effect with respect to Holdings, the Borrower and their its Subsidiaries taken as a whole (after giving effect to the Transaction) or (C) could purport to affect the legality, validity or enforceability of any Senior Finance Document or could have a material adverse effect on the ability of any Credit Party to fully and timely perform their payment and security obligations under the Senior Finance Documents or the rights and remedies of the Lenders. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated by the Transaction Documents and otherwise referred to herein or therein.