Litigation and Investigations. Promptly after (i) the occurrence thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration;
Litigation and Investigations. There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as specifically disclosed in the SEC Reports, could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof (in his capacity as such), is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as specifically disclosed in the SEC Reports. There has not been, and to the knowledge of the Company, there is not pending any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such). The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. There are no outstanding comments by the Staff of the Commission on any filing by the Company or any Subsidiary under the Exchange Act or the Securities Act.
Litigation and Investigations. Promptly, and no later than ten (10) Business Days after any Executive Officer of Borrower has notice or knowledge thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or the threat of any such action, suit, proceeding, investigation or arbitration;
Litigation and Investigations. There is no Action which (i) challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as specifically disclosed in the SEC Reports, could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof (in his capacity as such), is the subject of any pending Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as specifically disclosed in the SEC Reports. To the knowledge of the Company, there is not pending any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such). The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. There are no outstanding comments by the staff of the Commission on any filing by the Company or any Subsidiary under the Exchange Act or the Securities Act.
Litigation and Investigations. (a) There are no actions, suits, proceedings, claims, investigations or examinations, pending or threatened (or any basis therefor known to Tower) against or affecting the contemplated transactions; (b) there are no unsatisfied judgments, orders, writs, decrees, injunctions or the like issued by any court, governmental authority or administrative body, domestic or foreign, against or affecting the contemplated transactions; and (c) to the best of Tower’s knowledge there are no existing violations by Tower of any federal, state, foreign or local law, regulation or order which has or could have a materially adverse effect upon the transactions contemplated by this transaction.
Litigation and Investigations. There is no suit, action, litigation, arbitration proceeding, governmental, administrative hearing, or other proceedings (including disciplinary proceedings) including appeals and applications for review, pending or, to the Knowledge of the Company, threatened against or relating to the Company (or its employed or engaged physicians and CRNAs) or the Business or affecting the Company’s properties or Business or the assets of the Company. There is not presently outstanding against the Company (or any of its employed or engaged physicians and CRNAs) any adverse judgment, decrees, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, arbitrator or other Authority. There is not currently, and there has not been, any pending or, to the Knowledge of the Company, threatened investigation with respect to the Company or any of its affiliates (or any of its employed or engaged physicians or CRNAs).
Litigation and Investigations. There is no suit, action, litigation, arbitration proceeding, governmental, administrative hearing, or other proceedings (including disciplinary proceedings) including appeals and applications for review, pending or, to the Knowledge of the Seller, threatened against or relating to the Seller or the Business or affecting the Seller’s properties or Business or the assets of the Seller. There is not presently outstanding against the Seller any adverse judgment, decrees, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, arbitrator or other Authority. There is not currently, and there has not been, any pending or, to the Knowledge of the Seller, threatened investigation with respect to the Seller or any of its affiliates.
Litigation and Investigations. (a) No Target Company is involved, as a party in any civil, criminal or administrative litigation, arbitration or administrative proceedings or any other dispute resolution process and to Seller's Knowledge, no such proceedings have been threatened in writing by or against a Target Company, where the proceedings (if successful) are likely to result in a Cost, benefit or value to the Business of ten million (10,000,000) EUR or more ("Material Litigation"). To Seller's Knowledge, there is no matter, event or circumstance which can reasonably be expected to give rise to any Material Litigation.
Litigation and Investigations. 12.1 No Group Company is party to any material litigation, administrative or arbitration proceeding (whether as plaintiff, defendant or otherwise) and, so far as the Manager is aware, no such material litigation, administrative, regulatory, arbitration or mediation proceeding is pending or threatened and there are no circumstances reasonably likely to give rise to any such proceeding. For the purposes of this Section 12, material means a proceeding where the amount being claimed exceeds €1,000,000 or where an unfavourable outcome could reasonably be expected to have a Material Adverse Effect.
Litigation and Investigations. Except as disclosed on Section 3.6(a) of the Coventry Disclosure Schedule, there is no: (i) action, suit, claim, proceeding, or investigation pending or, to Coventry's knowledge, threatened against or affecting Coventry or the Coventry Subsidiaries, or any of its employees, by any private party or any federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; or, to Coventry's knowledge, pending, threatened against, or affecting persons or entities who perform professional services under agreement with Coventry or the Coventry Subsidiaries before any professional self-governance, oversight, or regulatory body; (ii) arbitration proceeding relating to Coventry or the Coventry Subsidiaries pending under collective bargaining agreements or otherwise; or (iii) governmental or professional inquiry pending or threatened against or directly or indirectly affecting Coventry or the Coventry Subsidiaries (including without limitation any inquiry as to the qualification of Coventry or the Coventry Subsidiaries to hold or receive any license or permit), and there is no basis for any of the foregoing as to Coventry or the Coventry Subsidiaries, its officers or directors or, to Coventry's knowledge, as to entities or persons who perform professional services for Coventry or the Coventry Subsidiaries. Coventry has not received any opinion, memorandum, or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which may be material to the business of Coventry or the Coventry Subsidiaries as now conducted. Coventry and the Coventry Subsidiaries are not in default with respect to any order, writ, injunction, or decree known to or served upon it of any court or of any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. Except as disclosed on Section 3.6(b) of the Coventry Disclosure Schedule, there is no action or suit by Coventry and the Coventry Subsidiaries pending or threatened against others. Upon Coventry's receipt of written approval for the transactions contemplated herein from the applicable state and federal regulatory bodies, Coventry will have complied in all material respects with all laws, rules, regulations, and orders applicable to its businesses, operations, properties, assets, products, and services, and that of the Coventry Subsidiaries, and Coven...
