Litigation; Government Orders. (a) There is no Action pending or currently threatened in writing (i) against the Company affecting any of its properties or assets (or against the Company or any of its Affiliates and relating to the Company); (ii) against the Company or any officer, director or Key Employee of the Company arising out of their employment or Board of Directors relationship with the Company; or (iii) that questions the validity of this Agreement or the right of the Company to enter into it, or to consummate the transaction contemplated by this Agreement. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no Action by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, Action pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.
Litigation; Government Orders. Except as disclosed on Schedule 3.21 of this Agreement, during the past three (3) years there have been no Actions (a) pending or, to the Knowledge of Seller, threatened against or affecting any Group Company, the Business or the Assets of any Group Company, or pending or threatened by, any Group Company or (b) pending, or, to the Knowledge of Seller, threatened against or affecting, the directors, managers, members, officers or employees of any Group Company with respect to the Business or other activities of any Group Company, and there are no facts, events or circumstances that could reasonably be expected to give rise to any Action described in the foregoing clauses (a) or (b). No Group Company, the Business or any Assets of any Group Company (i) is the subject of any judgment, decree, injunction or other Government Order nor (ii) plans to initiate any Action. The Group Companies are fully insured with respect to each of the matters set forth on Schedule 3.21, subject to applicable deductibles and self-insured retentions. Schedule 3.21 sets forth a list of all audits, reviews, examinations and investigations by any Payor or Governmental Authority since January 1, 2018 that resulted in, or could reasonably be expected to result in, a material overpayment Liability, material corrective action, material penalty or material assessment, and includes a brief description of the results or conclusions reached by such Payor or Governmental Authority. Except as described on Schedule 3.21, all such audits, reviews, examinations and investigations have been closed and there are no further outstanding obligations or other Liabilities with respect thereto.
Litigation; Government Orders. (a) There is no Action to which the Buyer is a party (either as plaintiff or defendant), or to which its assets are subject, pending, or to the Knowledge of the Buyer, threatened, which may affect the Buyer or its ownership of, or interest in, any material asset or the use or exercise by the Buyer of any material asset. There is no Action to which the Buyer is a party (either as plaintiff or defendant), or to which its assets are subject, pending, or to the Knowledge of the Buyer, threatened, which (i) in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement and the Contemplated Transactions, or (ii) may result in any change in the current equity ownership of the Buyer.
Litigation; Government Orders. Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Litigation; Government Orders. There are no, and since the Lookback Date, there have not been any Actions pending before or, to the Company’s Knowledge, conducted by, or otherwise involving any Governmental Authority, except as would not be material to the Group Companies, taken as a whole. No Group Company is, or has been since the Lookback Date, (a) subject to any Government Order that is currently in effect or (b) a party to, or to the Knowledge of the Company, threatened to be made a party to, any Action that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material Actions that any Group Company intends to initiate as of the date hereof.
Litigation; Government Orders. Except as set forth on Section 3.20 of the Seller Disclosure Schedule, there are no, and since the Lookback Date, there have not been any Actions pending or, to the Seller’s Knowledge, threatened in writing in law or in equity or before any Governmental Authority against any Group Company or, to the Knowledge of the Seller, any of their respective officers, directors, managers, members or employees that would reasonably be expected to, individually or in the aggregate, be adverse to the Group Companies in any material respect. No Group Company or, to the Knowledge of the Seller, any of their respective officers, directors, managers, members or employees is, or has been since the Lookback Date subject to any Government Order that is currently in effect that would reasonably be expected to, individually or in the aggregate, be adverse to the Group Companies in any material respect. There are no, and since the Lookback Date, there have not been any, Actions pending or, to the Seller’s Knowledge, threatened in writing in law or in equity or before any Governmental Authority against Seller or any of its officers, directors, managers, members or employees or otherwise affecting Seller or any of its officers, directors, managers, members or employees, and none of Seller or any of its officers, managers, members or employees is subject to any Government Order that would reasonably be expected to materially impair or delay the Seller from consummating the transactions contemplated by this Agreement or otherwise prevent the Seller from performing in all material respects its obligations hereunder. There are no unsatisfied judgments, penalties, Government Orders or awards against or affecting the Group Companies that would reasonably be expected to, individually or in the aggregate, be adverse to the Group Companies in any material respect.
Litigation; Government Orders. (a) Except as disclosed on Schedule 4.6, there is no Action pending or, to the Knowledge of the Buyer, threatened to which Buyer or any of its Affiliates is a party (either as plaintiff or defendant).
Litigation; Government Orders. There is no Action to which any of the Buyers is a party (either as plaintiff or defendant) or to which any of their respective assets are subject pending or, to such Buyer’s Knowledge, threatened, which in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement or the Contemplated Transactions. No Government Order has been issued which is applicable to, or otherwise affects, any Buyer and in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement or the Contemplated Transactions.
Litigation; Government Orders. (a) Except as disclosed on Schedule 3.19, there is no Action to which any of the BPS Companies is a party (either as plaintiff or defendant) or to which its assets are subject, pending, or to the Knowledge of the Company, threatened, which may affect any of the BPS Companies or their ownership of, or interest in, any material asset or the use or exercise by any of the BPS Companies of any material asset. There is no Action to which any of the BPS Companies is a party (either as plaintiff or defendant), or to which its assets are subject, pending, or to the Knowledge of the Company, threatened, which (i) in any manner challenges or seeks the rescission of, or seeks to prevent, enjoin, alter or materially delay the consummation of, or otherwise relates to, this Agreement and the Contemplated Transactions, or (ii) may result in any change in the current equity ownership of any of the BPS Companies.
Litigation; Government Orders. Except as set forth on Schedule 5.17, there is no Action to which any Seller or Purchased Subsidiary is a party (either as plaintiff or defendant or otherwise) or to which the Purchased Assets or the Business are subject that is pending, or threatened, which affects any Seller or Purchased Subsidiary or its ownership of, or interest in, any Purchased Asset or the use or exercise by any Seller or Purchased Subsidiary of any Purchased Asset or the Business. Except as disclosed on Schedule 5.17, no Government Order has been issued that is applicable to, or otherwise causes a Material Adverse Effect to, any Seller or Purchased Subsidiary or the Purchased Assets or the Business.
