Proceedings and Orders. Neither Purchaser, nor any director, officer, affiliate or 5% or greater shareowner of Purchaser, during the last ten years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or has been convicted of fraud or felony charges or restricted in conducting any business activity.
Proceedings and Orders. (a) Except as set forth on Schedule 3.17(a), there are, and during the Look-Back Period, no Proceedings pending or threatened against the Company or any of its directors, officers, employees, representatives, or agents in their capacities as such. Except as set forth on Schedule 3.17(a), there are, and within the Look-Back Period, have been, no Proceedings by the Company pending against any other Person and the Company is not considering any such Proceedings that would be material to the Company, individually or in the aggregate. None of the Proceedings set forth or required to be set forth on Schedule 3.17(a) would, if determined adversely to the Company, materially and adversely affect the Company or the Business. Except as set forth on Schedule 3.17(a), the operation of the Business is not, and within the Look-Back Period, has not been, subject to any Order. The Company is and has been in compliance with all Orders set forth on Schedule 3.17(a). The Company is not a party to or bound by any Contract to settle or compromise any Proceeding against it which has involved any obligation other than the payment of money or under which the Company has any continuing Liability.
(b) There are no Proceedings pending or threatened by or against the Company with respect to this Agreement or the Transactions or that, if determined adversely to the Company, would prevent or delay the consummation by the Company of the Transactions.
Proceedings and Orders. Except as set forth in Section 3.13 of the Disclosure Schedule, since the Lookback Date, there have been no Proceedings of any kind, and as of the date hereof, there are no Proceedings pending or, to the Company’s Knowledge, threatened against either Target Company. As of the date hereof, there are no Proceedings currently pending and the Company has no plans to initiate any Proceeding. Neither Target Company is a party to, or otherwise bound by, any Order.
Proceedings and Orders. (a) There is no Proceeding pending or, or to Seller’s Knowledge, threatened against or affecting Seller, any of Seller’s properties, assets (including the Purchased Assets), operations or businesses (including the Business), or Seller’s rights relating thereto. To Seller’s Knowledge, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Purchaser true, accurate and complete copies of all pleadings, correspondence and other documents relating to any such Proceeding. No insurance company has asserted in writing that any such Proceeding is not covered by the applicable policy related thereto.
(b) Neither Seller, its officers, directors, agents or employees, nor any of Seller’s properties, assets (including the Purchased Assets), operations or businesses (including the Business), nor Seller’s rights relating to any of the foregoing, is subject to any Order or any proposed Order.
Proceedings and Orders. Except as set forth in Schedule 4.05 of the Buyer Disclosure Schedules, the Buyer (i) is not subject to any outstanding Order, and (ii) is not party to any pending Proceeding or, to the Knowledge of the Buyer, Threatened Proceeding, that would, in any case, prohibit or materially impair the Buyer’s ability to perform its obligations under this Agreement or to complete the Transactions in accordance with the terms of this Agreement and the Ancillary Documents.
Proceedings and Orders. (a) As of the date hereof, there is no material Proceeding pending or, to the Knowledge of Contributor, threatened in writing against or affecting the Business or the Contributed Assets or Contributor’s rights relating thereto. To Contributor’s Knowledge, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Contributor has made available to Company true, accurate and complete copies of all material pleadings, material correspondence with Third Parties and other material, non-privileged documents relating to any such Proceeding that are either (i) in its possession or (ii) reasonably accessible to it and of which it is has Knowledge. No insurance company has asserted in writing that any such Proceeding is not covered by the applicable policy of Contributor related thereto.
(b) As of the date hereof, neither Contributor, the Employees (in their capacities as employees or representatives of Contributor) nor any of the Contributed Assets or the Business, nor Contributor’s rights relating to any of the foregoing, is subject to any material Order.
Proceedings and Orders. (a) There is no Proceeding pending or, to the knowledge of Purchaser, threatened in writing against Purchaser that has had a Purchaser Material Adverse Effect.
(b) Purchaser is not subject to any Order or any proposed Order that has had a Purchaser Material Adverse Effect.
Proceedings and Orders. No Proceeding shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
Proceedings and Orders. Except as set forth in Schedule 3.15 of the Company Disclosure Schedules or as would not reasonably be expected to have a Material Adverse Effect on the Company, the Company (i) is not subject to any outstanding Order, and (ii) is not a party to any pending Proceeding or, to the Knowledge of the Company, Threatened Proceeding.
Proceedings and Orders. To the best knowledge of the Physician Parties, there is no Proceeding pending or threatened against or affecting the Physician Parties, any of the Physician Parties’ properties, assets (including the Assets), operations or businesses (including the Practice), or the Physician Parties’ respective rights relating thereto. To the best knowledge of the Physician Parties, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. To the best of the Physician Parties’ knowledge, no insurance company has asserted in writing that any such Proceeding is not covered by the applicable policy related thereto. No Physician Party, its officers, directors, agents or employees, nor any of the Physician Parties’ properties, assets (including the Assets), operations or businesses (including the Practice), nor the Physician Parties’ rights relating to any of the foregoing, is subject to any Order or any proposed Order, except to the extent that any such proposed Order, if issued or otherwise put into effect, individually or in the aggregate, will not have a Material Adverse Effect on the Physician Parties.
