Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices pursuant to Sections 1.3 and 6.5(a) and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any (A) nation, state, commonwealth, province, xxxxxxxxx, xxxxxx, xxxxxxxxxxxx, xxxxxxxx, xx other jurisdiction of any nature, or any political subdivision thereof, (B) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (C) governmental or quasi governmental authority of any nature, including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, or other entity and any court, arbitrator, or other tribunal (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company (as presently conducted) following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices pursuant to Sections 1.3 Section 1.3, Section 6.4 and 6.5(a) Section 6.5, and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any (Aa) nation, state, commonwealth, province, xxxxxxxxxterritory, xxxxxxcounty, xxxxxxxxxxxxmunicipality, xxxxxxxxdistrict, xx or other jurisdiction of any nature, or any political subdivision thereof, (Bb) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (Cc) governmental or quasi quasi-governmental authority of any nature, nature (including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, or other entity and any court, arbitrator, or other tribunal tribunal), including, but not limited to, the National Supplier Clearinghouse, the Durable Medical Equipment Regional Carriers, and any Medicare Program Safeguards contractor (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated by this Agreementhereby, or in connection with the continuing operation of the business of the Company (as presently conducted) and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices pursuant to Sections Section 1.3 and 6.5(a) 6.5, and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any (Aa) nation, state, commonwealth, province, xxxxxxxxxterritory, xxxxxxcounty, xxxxxxxxxxxxmunicipality, xxxxxxxxdistrict, xx or other jurisdiction of any nature, or any political subdivision thereof, (Bb) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (Cc) governmental or quasi quasi-governmental authority of any nature, nature (including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, or other entity and any court, arbitrator, or other tribunal tribunal) including but not limited to, any fiscal intermediary under contract with a state Medicaid Agency (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated by this Agreementhereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries (as presently conducted) following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filings and/or notices pursuant to Sections 1.3 Section 1.3, (B) the filing of the applications and 6.5(anotices with applicable federal and state regulatory authorities governing insurance (the "Insurance Authorities") and under the HSR Act approval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder (the “"Company Approvals”"), (C) the filing with the SEC of the Proxy Statement (as defined in Section 6.3), (D) the filing with the SEC of a Schedule 13E-3 (such Schedule 13-E, including any amendment or supplement thereto, "Schedule 13E-3") and (E) the filing of any notices with any local Governmental Entity (as defined below) the absence of which would not be reasonably likely to have, individually or in the aggregate, a material impact on the business of the Company or its Subsidiaries, taken as a whole, no notices, reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any (A) nation, state, commonwealth, province, xxxxxxxxx, xxxxxx, xxxxxxxxxxxx, xxxxxxxx, xx other jurisdiction of any nature, domestic or any political subdivision thereof, (B) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (C) foreign governmental or quasi governmental authority of any nature, including any governmental division, departmentregulatory authority, agency, commission, instrumentality, official, organization, contractor, regulatory body, court or other legislative, executive or judicial governmental entity and any courtor self-regulatory organization (each, arbitrator, or other tribunal (each a “"Governmental Entity”"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company (as presently conducted) following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by this Agreementhereby.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the notices and/or filings and/or notices pursuant to Sections 1.3 and 6.5(aSection 1.3; (ii) and the notices and/or filings under the HSR Act, the Securities Act of 1933, as amended (the “Company ApprovalsSecurities Act”) and the Exchange Act, and the rules and regulations promulgated thereunder; (iii) the consents and approvals to be obtained from the SEC; (iv) the notices, filings, consents and/or approvals to be obtained from all Self-Regulatory Organizations (if any) or the Options Price Reporting Authority (“OPRA”) (if any); and (v) foreign approvals, state securities and “blue sky” laws, no notices, reports filings, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any (A) nation, state, commonwealth, province, xxxxxxxxx, xxxxxx, xxxxxxxxxxxx, xxxxxxxx, xx other jurisdiction of any nature, domestic or any political subdivision thereof, (B) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (C) foreign governmental or quasi governmental authority of any nature, including any governmental division, departmentregulatory authority, agency, commission, instrumentality, official, organization, contractor, regulatory body, other than the Company or other entity and any court, arbitrator, or other tribunal its Subsidiaries (each a “Governmental Entity”), Self-Regulatory Organization or OPRA in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by hereby. For the purposes of this Agreement, or in connection with the continuing operation of the business of the Company (as presently conducted) following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by this Agreement.“