Common use of Proceedings and Judgments Clause in Contracts

Proceedings and Judgments. 3.19.1 Except as set forth on Schedule 3.19: (i) no Proceeding relating to the Business is currently pending or, to the knowledge of each Company and the Shareholder, threatened, nor has any Proceeding occurred, to which a Company was a party, or by which a Company or any Assets of NDTC (relating to the Business) or CBH or the Business are or was materially affected; (ii) no Judgment relating to the Business is currently outstanding, nor has any Judgment been outstanding at any time against either Company since the formation date of each Company, or by which either Company or any Assets (related to the Business) or the Business are or were materially affected; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory or other claim or charge of any nature has been asserted or, to the knowledge of each Company and the Shareholder, threatened by or against each Company (relating to the Business as to NDTC), which would constitute a Material Adverse Effect, at any time since January 1, 2000, and, to the knowledge of each Company and the Shareholder, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, directly or indirectly, give rise to or serve as a basis for the commencement of any Proceeding related to the Business described in this Section 3.19.1, which would constitute a Material Adverse Effect. 3.19.2 As to each matter described on Schedule 3.19, accurate and complete copies of all pertinent and material pleadings, judgments, orders, correspondence and other legal documents have been delivered to Buyer. 3.19.3 To the knowledge of each Company and the Shareholder, no officer or employee of either Company is subject to any Judgment relating to the Business that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Business. 3.19.4 There is no proposed Judgment relating to the Business that, if issued or otherwise put into effect, (i) could reasonably be expected to have a Material Adverse Effect on the business, condition, assets, technology, liabilities, operations, employees, financial performance, revenues, net income, political environment, economic environment or prospects of or with respect to the Business as to be conducted by CBH (or on any aspect or portion thereof) or on the ability of CBH or NDTC to comply with or perform any covenant or obligation under this Agreement, or (ii) would have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.

Proceedings and Judgments. 3.19.1 Except as set forth on Schedule 3.19: (i) no Proceeding relating to the Business is currently pending or, to the knowledge of each Company and Seller or the ShareholderCompany, threatened, nor has any Proceeding occurredoccurred at any time since the Formation Date, to which a the Company was a party, or by which a the Company or any Assets or Business of NDTC (relating to the Business) or CBH or the Business Company are or was materially were affected; (ii) no Judgment relating to the Business is currently outstanding, nor has any Judgment been outstanding at any time against either the Company since the formation date of each CompanyFormation Date, or by which either any of the Company or any Assets (related to or Business of the Business) or the Business Company are or were materially affected; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory or other claim or charge of any nature has been asserted or, to the knowledge of each Company Seller and the ShareholderCompany, threatened by or against each any of the Company (relating to the Business as to NDTC), which would constitute a Material Adverse Effect, at any time since January 1, 2000the Formation Date, and, to the knowledge of each Company and Seller or the ShareholderCompany, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, directly or indirectly, give rise to or serve as a basis for the commencement of any Proceeding related to the Business described in this Section 3.19.1, which would constitute a Material Adverse Effect. 3.19.2 As to each matter described on Schedule 3.19, accurate and complete copies of all pertinent and material pleadings, judgments, orders, correspondence and other legal documents have been delivered to Buyer. 3.19.3 To the knowledge of each Company and Seller or the ShareholderCompany, no officer or employee of either the Company is subject to any Judgment relating to the Business that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to any of the Businessbusinesses of the Company. 3.19.4 There is no proposed Judgment relating to the Business that, if issued or otherwise put into effect, (i) could reasonably be expected to have a Material Adverse Effect on the business, condition, assets, technology, liabilities, operations, employees, financial performance, revenues, net income, political environment, economic environment or prospects of or with respect to the Business as to be conducted by CBH Company (or on any aspect or portion thereof) or on the ability of CBH or NDTC the Company to comply with or perform any covenant or obligation under this Agreement, or (ii) would have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement or making it more difficult for Buyer to realize any anticipated benefit of any of the transactions contemplated by this Agreement.

Proceedings and Judgments. 3.19.1 Except as set forth on Schedule 3.19: (i) no Proceeding relating to the Business is currently pending or, to the knowledge of each Company and Seller or the ShareholderAlphaCare Companies, threatened, nor has any Proceeding occurredoccurred at any time since the Formation Date, to which a Company was any of the AlphaCare Companies were a party, or by which a Company any of the AlphaCare Companies or any Assets or Business of NDTC (relating to any of the Business) or CBH or the Business AlphaCare Companies are or was materially were affected; (ii) no Judgment relating to the Business is currently outstanding, nor has any Judgment been outstanding at any time against either Company any of the AlphaCare Companies since the formation date of each CompanyFormation Date, or by which either Company any of the AlphaCare Companies or any Assets (related to or Business of the Business) or the Business AlphaCare Companies are or were materially affected; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory or other claim or charge of any nature has been asserted or, to the knowledge of each Company Seller and the ShareholderAlphaCare Companies, threatened by or against each Company (relating to any of the Business as to NDTC), which would constitute a Material Adverse Effect, AlphaCare Companies at any time since January 1, 2000the Formation Date, and, to the knowledge of each Company and Seller or the ShareholderAlphaCare Companies, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, directly or indirectly, give rise to or serve as a basis for the commencement of any Proceeding related to the Business described in this Section 3.19.1, which would constitute a Material Adverse Effect. 3.19.2 As to each matter described on Schedule 3.19, accurate and complete copies of all pertinent and material pleadings, judgments, orders, correspondence and other legal documents have been delivered to Buyer. 3.19.3 To the knowledge of each Company and Seller or the ShareholderAlphaCare Companies, no officer or employee of either Company any of the AlphaCare Companies is subject to any Judgment relating to the Business that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to any of the Businessbusinesses of any of the AlphaCare Companies. 3.19.4 There is no proposed Judgment relating to the Business that, if issued or otherwise put into effect, (i) could reasonably be expected to have a Material Adverse Effect on the business, condition, assets, technology, liabilities, operations, employees, financial performance, revenues, net income, political environment, economic environment or prospects of or with respect to any of the Business as to be conducted by CBH AlphaCare Companies (or on any aspect or portion thereof) or on the ability of CBH or NDTC any of the AlphaCare Companies to comply with or perform any covenant or obligation under this Agreement, or (ii) would have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement or making it more difficult for Buyer to realize any anticipated benefit of any of the transactions contemplated by this Agreement.

Proceedings and Judgments. 3.19.1 Except as set forth on Schedule 3.19: 4.13.1 (i) no No Proceeding relating to the Business is currently pending or, to the knowledge of each Company and the Shareholder, or threatened, nor has ; (ii) no Proceeding occurred at any Proceeding occurredtime since its incorporation, to which a the Company is or was a party, or by which a the Company or any Assets assets or business of NDTC (relating to the Business) or CBH or the Business are Company is or was materially affectedaffected other than collection and preference actions arising in the normal course of business; (iiiii) no Judgment relating to the Business is currently outstanding, nor has any Judgment been outstanding at any time against either Company since the formation date of each Company’s incorporation, against the Company, or by which either the Company or any Assets (related to assets or business of the Business) Company is or the Business are or were materially was affected; and (iiiiv) no breach of contractContract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory discharge or other claim or charge of any nature has been asserted or, to the knowledge of each Company and the Shareholder, threatened or Threatened by or against each the Company (relating to the Business as to NDTC), which would constitute a Material Adverse Effect, at any time since January 1its incorporation, 2000, and, to the knowledge of each Company and the Shareholder, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19, no No event has occurred, and no claim, dispute or other condition condition, circumstance or circumstance state of facts exists, that willis reasonably likely to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any Proceeding related to the Business described in this Section 3.19.1, which would constitute a Material Adverse EffectProceeding. 3.19.2 As to each matter described on Schedule 3.19, accurate and complete copies of all pertinent and material pleadings, judgments, orders, correspondence and other legal documents have been delivered to Buyer. 3.19.3 To the knowledge of each Company and the Shareholder, no officer or employee of either Company is subject to any Judgment relating to the Business that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Business. 3.19.4 4.13.2 There is no proposed Judgment relating to against the Business Company that, if issued or otherwise put into effect, (i) could would reasonably be expected likely to have a Material Adverse Effect material adverse effect on the business, condition, assets, technology, liabilities, operations, employees, financial performance, revenues, net income, political environment, economic environment or prospects of or with respect to the Business as to be conducted by CBH Company (or on any aspect or portion thereof) or on the ability of CBH the Company or NDTC the Shareholders to comply with or perform any covenant or obligation under this Agreement, or (ii) would may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.

Proceedings and Judgments. 3.19.1 (a) Except as set forth on Schedule 3.194.20: (i) no Proceeding relating to the Business is currently pending or, to the knowledge Knowledge of each Company and the ShareholderCompany, threatened, nor has any Proceeding occurredoccurred or been pending at any time since the Formation Date (provided, however, with respect to Equal Employment Opportunity Commission Claims only during the prior two year period) of such Acquired Company, to which a any Acquired Company is or was a party, or by which a Company or any Assets of NDTC (relating to the Business) or CBH or the Business are or was materially affected; (ii) no Judgment relating to the Business is currently outstanding, nor has any Judgment been outstanding at any time against either Company since the formation date Formation Date of such Acquired Company against each Company, or by which either Company or any Assets (related to of the Business) or the Business are or were materially affectedAcquired Companies; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory unfair labor practice, OSHA complaint or other claim or charge of any nature has been asserted or, to the knowledge Knowledge of each Company and the ShareholderCompany, threatened by or against each any Acquired Company (relating to the Business as to NDTC), which would constitute a Material Adverse Effect, at any time since January 1the Formation Date of such Acquired Company, 2000, and, and to the knowledge Knowledge of each Company and the ShareholderCompany, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.194.20, to the Knowledge of Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any Proceeding related to the Business described in this Section 3.19.1, which would constitute a Material Adverse Effect4.20(a). 3.19.2 (b) As to each matter described on Schedule 3.194.20, accurate and complete copies of all pertinent and material pleadings, judgments, orders, correspondence and other legal documents have been delivered to BuyerGSI. 3.19.3 To (c) No officer or, to the knowledge Knowledge of each Company and the ShareholderCompany, no officer or employee of either any Acquired Company is subject to any Judgment relating to the Business that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Business. 3.19.4 There is no proposed Judgment relating to the Business that, if issued or otherwise put into effect, (i) could reasonably be expected to have a Material Adverse Effect on the business, condition, assets, technology, liabilities, operations, employees, financial performance, revenues, net income, political environment, economic environment or prospects of or with respect to the Business as to be conducted by CBH (or on any aspect or portion thereof) or on the ability of CBH or NDTC to comply with or perform any covenant or obligation under this Agreement, or (ii) would have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreementbusinesses of any Acquired Company.

Proceedings and Judgments. 3.19.1 Except as set forth on Schedule 3.19: (i) no Proceeding relating to the Business is currently pending or, to the knowledge of each Company and Seller or the ShareholderCompany, threatened, nor has any Proceeding occurredoccurred at any time since the Formation Date, to which a Company any of the WD Group was a party, or by which a Company any of the WD Group or any Assets or Business of NDTC (relating to any of the Business) or CBH or the Business WD Group are or was materially were affected; (ii) no Judgment relating to the Business is currently outstanding, nor has any Judgment been outstanding at any time against either Company any of the WD Group since the formation date of each CompanyFormation Date, or by which either Company any of the WD Group or any Assets (related to or Business of any of the Business) or the Business WD Group are or were materially affected; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory or other claim or charge of any nature has been asserted or, to the knowledge of each Company Seller and the ShareholderCompany, threatened by or against each Company (relating to any of the Business as to NDTC), which would constitute a Material Adverse Effect, WD Group at any time since January 1, 2000the Formation Date, and, to the knowledge of each Company and Seller or the ShareholderCompany, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, directly or indirectly, give rise to or serve as a basis for the commencement of any Proceeding related to the Business described in this Section 3.19.1, which would constitute a Material Adverse Effect. 3.19.2 As to each matter described on Schedule 3.19, accurate and complete copies of all pertinent and material pleadings, judgments, orders, correspondence and other legal documents have been delivered to Buyer. 3.19.3 To the knowledge of each Company and Seller or the ShareholderCompany, no officer or employee of either Company any of the WD Group is subject to any Judgment relating to the Business that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to any of the Businessbusinesses of any of the WD Group. 3.19.4 There is no proposed Judgment relating to the Business that, if issued or otherwise put into effect, (i) could reasonably be expected to have a Material Adverse Effect on the business, condition, assets, technology, liabilities, operations, employees, financial performance, revenues, net income, political environment, economic environment or prospects of or with respect to any of the Business as to be conducted by CBH WD Group (or on any aspect or portion thereof) or on the ability of CBH or NDTC the Company to comply with or perform any covenant or obligation under this Agreement, or (ii) would have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement or making it more difficult for Buyer to realize any anticipated benefit of any of the transactions contemplated by this Agreement.