No Agency Action or Enforcement Sample Clauses

No Agency Action or Enforcement. (a) Except as set forth on Schedule 4.22(a), neither the Business nor any Seller Entity is currently, with respect to any Governmental Authority: (i) to Seller's Knowledge the subject of any material audit, inquiry, or investigation; or (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by a Seller Entity or any Affiliate thereof to any Governmental Authority, or (B) requires or prohibits any activity by any Seller Entity or Affiliate thereof; and which, in the case of either (A) or (B) of this sentence, is either punitive in nature, or serves as a civil penalty, the foregoing to include, without limitation, the Business being required to be conducted under a mandatory corporate integrity agreement. (b) Except as set forth and described in Schedule 4.22(b), (i) the right of a Seller Entity or an Affiliate thereof or, to Seller's Knowledge, any licensed professional or other individual who provides material services to or on behalf of any Seller Entity or an Affiliate thereof to receive reimbursements or provide or order services pursuant to any Government Program or Private Program has not been terminated, excluded or otherwise materially adversely affected as a result of any investigation or action whether by any Governmental Authority or other third party; (ii) to Seller's Knowledge, neither a Seller Entity or any Affiliate thereof, nor any licensed professional or other individual who is a party to a Material Contract, has, during the past three years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity, or material violation of applicable law or policy, nor has any Seller Entity or an Affiliate thereof received any written notice of deficiency during the past three years in connection with their respective operations; (iii) there are not any outstanding written deficiencies or work orders of any Governmental Authority having jurisdiction over the Business or any Seller Entity or Affiliate thereof, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs; and (iv) no Seller Entity or any Affiliate thereof has received any written notice of any claim, requirement or demand of any licensing or ce...
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No Agency Action or Enforcement. (a) None of the Company, its Subsidiaries or any officer, manager, employee or agent of the Company or its Subsidiaries (or members, representatives or other Persons acting on the express, implied or apparent authority of such entities), is currently, or has been within the last six (6) years, with respect to any state or federal Governmental Authority or program (including Medicare, Medicaid, or any other state or Federal health care program): (i) to Seller’s Knowledge, the subject of any audit, inquiry, or investigation; (ii) disbarred or prohibited from participating in any such state or federal program; (iii) party to any corporate integrity agreement, consent decree, judgment, order, or settlement with a Governmental Authority that, in the case of (i), (ii) and (iii), (A) requires, or would reasonably be expected to require, the payment of any material amount of money by the Company or its Subsidiaries to any Governmental Authority, program, or fiscal intermediary, or (B) requires or prohibits any activity by the Company or its Subsidiaries. (b) All licenses, Permits, certificates, registrations, authorizations, approvals and accreditations (“Registrations”) applicable to the Company or its Subsidiaries or their (c) respective officers, managers, employees and agents, to the extent necessary for the conduct of the business of the Company or its Subsidiaries as currently conducted or as contemplated to be conducted: (i) have been obtained and are in effect; (ii) are valid and in good standing in each jurisdiction in which such Registrations are required; and (iii) have not been subject to revocation or forfeiture by any state, Federal or private entity.
Sample 1
No Agency Action or Enforcement. (a) Neither the Company nor the Subsidiary, and, to the Knowledge of the Company, no officer, director, employee or agent of the Company or Subsidiary (or shareholders, representatives or other persons acting on the express, implied or apparent authority of the Company or Subsidiary), is currently, or has been within the last six (6) years, with respect to any Governmental Entity, or program (including Medicare, Medicaid, or any other state or federal health care program): (i) the subject of any audit, inquiry, or investigation; (ii) disbarred or prohibited from participating in any such state or federal health care program; (iii) party to any corporate integrity agreement, consent decree, judgment, order, or settlement with a Governmental Entity that (A) requires, or could reasonably be expected to require, the payment of any material amount of money by the Company or Subsidiary to any Governmental Entity, program, or fiscal intermediary, or (B) requires or prohibits any activity by the Company or Subsidiary. (b) No physicians or medical professionals are currently employed by or providing consulting services to the Company or Subsidiary.
Sample 1
No Agency Action or Enforcement. Except as set forth in Section 2.25 of the Company Disclosure Schedule: (a) none of Company or any of its Subsidiaries is currently, with respect to any Government Entity, party to any consent decree, judgment, order, or settlement that (i) requires the payment of money by Company or any of its Subsidiaries to any Government Entity, or (ii) requires or prohibits any activity by Company or any of its Subsidiaries; and which, in the case of either (i) or (ii) of this sentence, is either punitive in nature, or serves as a civil penalty. (b) (i) neither Company's nor any of its Subsidiaries' right to receive reimbursements pursuant to any Government Program or Private Program has been terminated or otherwise materially adversely affected as a result of any investigation or action which is known to Company by any Government Entity or Third-Party Payor;
Sample 1
No Agency Action or Enforcement. Schedule 4.26 lists all financial relationships (whether or not memorialized in writing), including any joint venture, partnership, co-ownership or other arrangement involving any ownership or investment interest, that Company Group has had with any individual known by it to be either a physician or an immediate family member of a physician since January 1, 2004, in connection with the Business. For purposes of this paragraph 4.26, the term “financial relationship” has the meaning set forth in 42 U.S.C. § 1395nn and the regulations promulgated thereunder. Except as set forth in Schedule 4.26 for those operations related to and of the Business: (a) Company Group is not currently, with respect to any Governmental Authority: (i) the subject of, to Company’s Knowledge, any audit, inquiry, focused review or investigation; or (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by Company Group to any Governmental Authority or Third Party Payor, (B) requires any recoupment of money from Company Group by any Governmental Authority or Third Party Payor, or (C) requires or prohibits any activity by Company Group; (b) Company Group’s right to receive reimbursements pursuant to any Government Program or Private Program has not been terminated or otherwise materially adversely affected as a result of any investigation or action by any Governmental Authority or Third Party Payor. Company Group has not, on or after January 1, 2005, received notice of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, accrediting organization, licensing or certifying agency, other than any such inspection, investigation, survey, audit, monitoring or other form of review that was routinely conducted by any such Governmental Authority, accrediting organization, licensing or certifying agency and was not based upon, and did not result in a finding of, any alleged improper activity, nor has Company Group received any notice of deficiency during the past five years in connection with its operations. There are not any outstanding deficiencies from any Governmental Authority having jurisdiction over Company Group, or requiring conformity to any applicable agreement, conditions of participation, accreditation standard, statute, regulation or ordinance, including but not limited to, the Government Programs; (c) Company Group is not subject to (i) any formal proceeding to exclude or susp...
Sample 1

Related to No Agency Action or Enforcement

  • No Enforcement Actions Notwithstanding Section D of Article V, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • Validity; Enforcement; No Conflicts This Agreement and each Transaction Document to which the Investor is a party have been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder.

  • Remedies and Enforcement Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance of any provision of the Contract shall not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Xxxxxx County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Xxxxxxxx, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.1115) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Interpretation and Enforcement (a) The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. (b) Each of the Company and Consultant (and, to the extent permitted by law, on behalf of their respective equity holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Agreement and the transactions contemplated hereby. Each of the Company and Consultant hereby certify that no representative or agent of the other party has represented expressly or otherwise that such party would not seek to enforce the provisions of this waiver. Further, each of the Company and Consultant acknowledges that each party has been induced to enter this Agreement by, inter alia, the provisions of this Section. (c) If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. (d) This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party. (e) This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled thereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that with respect to the services to be rendered by Consultant, Consultant is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company or any other person by virtue of this Agreement and the retention of Consultant hereunder, all of which are hereby expressly waived. The Company also agrees that Consultant shall not have any liability (including without limitation, liability for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any act or omission of Consultant, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation, equity holders and creditors of the Company) claiming through the Company for or in connection with the engagement of Consultant, this Agreement and the transactions contemplated hereby, except for liabilities which arise as a result of the gross negligence or willful misconduct of Consultant. The Company acknowledges that Consultant was induced to enter into this Agreement by, INTER ALIA, the provisions of this Section.

  • Law Enforcement Requests Should law enforcement or other government entities (“Requesting Party(ies)”) contact Provider with a request for Student Data held by the Provider pursuant to the Services, the Provider shall notify the LEA in advance of a compelled disclosure to the Requesting Party, unless lawfully directed by the Requesting Party not to inform the LEA of the request.

  • Security, Enforcement and Limited Recourse (i) Party A agrees with Party B and the Security Trustee to be bound by the terms of the Eighth Issuer Deed of Charge and, in particular, confirms that: (A) no sum will be payable by or on behalf of Party B to it except in accordance with the provisions of the Eighth Issuer Deed of Charge; and (B) it will not take any steps for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Eighth Issuer Deed of Charge. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it will have recourse only to Eighth Issuer Available Funds, but always subject to the order of priority of payments set out in the Eighth Issuer Cash Management Agreement and the Eighth Issuer Deed of Charge.

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