Compliance with Laws and Court Orders; Permits. (a) Parent and each of its Subsidiaries is and since January 1, 2002 has been in compliance with, and to the knowledge of Parent is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Without limiting the foregoing, Parent and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances, and has submitted notices to, all Governmental Entities necessary for Parent or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Parent Permits”), and all such Parent Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. (b) Neither Parent nor any of its Subsidiaries is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any board resolution at the request of, any Governmental Entity, that restricts, or could reasonably be expected to restrict, the conduct by Parent or any of its Subsidiaries of their respective businesses, or that requires, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiaries, except for such restrictions or requirements that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Merger Agreement (Inveresk Research Group Inc), Merger Agreement (Charles River Laboratories International Inc)
Compliance with Laws and Court Orders; Permits. (a) Parent Except as set forth on Section 3.12(a) of the Company Disclosure Letter, the Company and each of its Subsidiaries is and, to the Knowledge of the Company, each of its Affiliated Practices, is, and since January 1, 2002 has been 2020 have been, in compliance with, and to the knowledge of Parent is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, except for failures such noncompliance that would not reasonably be expected, individually or in the aggregate, to comply be material to the Company and its Subsidiaries, taken as a whole. Except as set forth on Section 3.12(a) of the Company Disclosure Letter, since January 1, 2020, to the Knowledge of the Company, no Company Group member nor any Affiliated Practice has been under investigation by any Governmental Authority with respect to any violation of Law, except for any such investigation that would not reasonably be expected, individually or violations that in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries and, to the Knowledge of the Company, each of its Affiliated Practices, has in effect all Permits which are necessary for such Person to conduct its business as presently conducted, except for such Permits the absence of which have not had and would not have a Company Material Adverse Effect. The Company is not an “investment company” under the Investment Company Act of 1940.
(b) Since January 1, 2020, the Company Group and, to the Knowledge of the Company, each of its Affiliated Practices, has complied with all applicable Healthcare Laws except for such noncompliance that would not have a Company Material Adverse Effect. Since January 1, 2020 to the date of this Agreement, neither the Company Group nor to the Knowledge of the Company, any Affiliated Practice, has received any written notice from any Governmental Authority of any material violation or alleged material violation of any applicable Healthcare Law. Except as set forth in Section 3.12(b) of the Company Disclosure Letter, since January 1, 2020 to the date of this Agreement, to the Knowledge of the Company, no Company Group member nor any Affiliated Practice has been subject to any adverse inspection, finding, penalty assessment or other Legal Proceeding or investigation or non-routine audit by any Governmental Authority that would reasonably be expected to have a material and adverse effect, individually or in the aggregate, on the Company and its Subsidiaries, taken as a whole, if not resolved in the ordinary course.
(c) Since January 1, 2020 to the date of this Agreement, no member of the Company Group is, and to the Knowledge of the Company, nor are any of the Affiliated Practices, with respect to any Governmental Authority, a party to any corporate integrity agreement, judgment, order, deferred prosecution agreement, monitoring agreement, consent decree or settlement agreement that (i) requires the payment of an amount of money exceeding $5,000,000 by the Company Group or any Affiliated Practice to any Governmental Authority, (ii) requires any recoupment of money exceeding $5,000,000 from the Company or any of its Subsidiaries or, to the Knowledge of the Company, any Affiliated Practice, by any Governmental Authority or (iii) prohibits or materially limits any activity currently conducted by such Person under any applicable Healthcare Law. Except as set forth in Section 3.12(c) of the Company Disclosure Letter, and except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, no member of the Company Group or Affiliated Practice is a defendant or named party in any current or pending qui tam or False Claims Act Legal Proceeding.
(d) Since January 1, 2020, the Company and its Subsidiaries and, to the Knowledge of the Company, the Affiliated Practices, have complied in all material respects with all Payor and Governmental Authority requirements and guidance applicable to the submission of diagnosis codes and other data used for risk adjustment purposes under the Medicare Advantage and Part D programs. Since January 1, 2020, the Company Group and, to the Knowledge of the Company, the Affiliated Practices, have not been the subject of any (i) material actions by CMS or any other Governmental Authority under the Medicare Risk Adjustment Data Validation Program or any other related audit or review, any (ii) targeted probe review, claims review, recoupment, refund set-off, challenge suit or other material penalty action or proceeding, or (iii) voluntary disclosure or repayment to a Governmental Authority or Payor expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect.
(e) Except as set forth on ParentSection 3.12(e) of the Company Disclosure Letter, and except as would not have a Company Material Adverse Effect, each physician, nurse practitioner, physician’s assistant, or other allied health professional (“Care Professional”) currently employed or engaged by or on behalf of the Company Group or, to the Knowledge of the Company, any Affiliated Practice to provide healthcare services who requires a Governmental Authorization to provide any such services is duly licensed, certified or credentialed, as applicable, pursuant to applicable Healthcare Laws.
(f) The Company has and maintains procedures to screen all directors, officers, Care Professionals, employees, independent contractors and agents against the U.S. Department of Health & Human Services Office of Inspector General’s (“OIG”) List of Excluded Individuals/Entities database, applicable state exclusion and debarment lists, and the General Services Administration’s System for Award Management database no less frequently than once per month. Without limiting None of the foregoing, Parent and each Company nor any of its Subsidiaries is in possession Subsidiaries, nor any of all authorizationstheir respective directors or officers, licensesnor, permits, certificates, approvals and clearances, and has submitted notices to, all Governmental Entities necessary for Parent or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as Knowledge of the date hereof Company, any Affiliated Practices or any managing employees of the Company Group or Care Professional: (the “Parent Permits”)i) is currently debarred, and all such Parent Permits are valid, and in full force and effect, except where the failure to haveexcluded, or suspended from contracting with the suspension federal or cancellation ofstate government or from participating in any Federal Healthcare Program, (ii) is currently subject to or, to the Knowledge of the Company, has been threatened in writing with, an investigation or failure to be valid or in full force and effect of, Parent Permits proceeding that would not, individually or in the aggregate, reasonably be expected to result in such debarment, exclusion or suspension, or (iii) has, since January 1, 2020, been assessed or, to the Knowledge of the Company, threatened in writing with assessment of civil monetary penalties pursuant to 42 C.F.R. Part 1003, except as would not have a Company Material Adverse Effect on Parentin the case of (i)-(iii) pertaining to any Care Professional, director, officer or managing employee and in the case of (iii) as it relates to the Company, any Subsidiary, or Affiliated Practice.
(bg) Neither Parent To the Knowledge of the Company, each of the Affiliated Practices, as applicable: (i) is eligible and certified for participation and reimbursement under the Federal Healthcare Programs and (ii) is in good standing with all Payors with which such Affiliated Practice is contracted. None of the Company nor any of its Subsidiaries is a party nor, to the Knowledge of the Company, any Affiliated Practice, has, since January 1, 2020, received written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is notice that they are subject to any order or directive byrestriction, limitation, revocation, or is termination of its provider status with any Payor, except as such restriction, limitation, revocation or termination that would not have a recipient Company Material Adverse Effect.
(h) Since January 1, 2020 and except as would not have a Company Material Adverse Effect, the Company Group and, to the Knowledge of any supervisory letter from or has adopted any board resolution at the request ofCompany, any Governmental EntityAffiliated Practice, that restrictshas not received any written notice from any Payor alleging violation of a billing or coding requirement, overpayment, false claim or could reasonably be expected fraud relating to restrictany product or service provided or billed by any member of the Company Group or any Affiliated Practice. Since January 1, 2020 and except as would not have a Company Material Adverse Effect, each member of the conduct by Parent Company Group and, to the Knowledge of the Company, each Affiliated Practice, has timely paid or made provision to pay any identified overpayment received from any Payor.
(i) Since January 1, 2020, no member of the Company Group or any of its Subsidiaries of their respective businessesdirectors or officers, or that requiresnor, or could reasonably be expected to requirethe Knowledge of the Company, adverse actions by Parent any Affiliated Practice or any managing employees of its Subsidiariesthe Company Group has offered or paid any remuneration, except directly or indirectly, overtly or covertly, in cash or in kind, to any Person to induce such Person (i) to refer an individual to a Person for such restrictions the furnishing or requirements arranging for the furnishing of any item or service in violation of any Healthcare Laws; or (ii) to purchase, lease, order, arrange for or recommend purchasing, leasing or ordering any good, facility, service or item in violation of any Healthcare Laws.
(j) Since January 1, 2020, each member of the Company Group, and to the Knowledge of the Company, the Affiliated Practices, have, to the extent required by Law, adopted and implemented a compliance program reasonably tailored to address compliance with all applicable Healthcare Laws having the elements of an effective corporate and compliance program identified in applicable guidance from the OIG and Department of Justice. There is no non-routine internal investigation being conducted by the compliance program that has identified an instance of non-compliance or violation of Law that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(k) Except as would not have a Company Material Adverse Effect on Parent(i) each member of the Company Group and each Affiliated Practice is, and at all times has been, in compliance with all applicable Laws and requirements established by any Governmental Authority relating to the Stimulus Funds, including the maintenance of accounting records associated with the Stimulus Funds in compliance with their respective terms and conditions and related guidance available as of the date of this Agreement, in each case listed by each tax identification number, as applicable, (ii) no member of the Company Group nor any Affiliated Practice is currently the subject of a non-routine audit or, to the Knowledge of the Company, investigation or other inquiry by a Governmental Authority with respect to attestation, receipt or use of any Stimulus Funds by the Company Group or any Affiliated Practice, and (iii) each Company Group member and each Affiliated Practice has timely submitted all documentation and reporting required to date with respect to receipt and retention of the Stimulus Funds and there are no outstanding payments due under the Medicare Accelerated and Advance Payment Program.
Appears in 2 contracts
Samples: Merger Agreement (Oak Street Health, Inc.), Merger Agreement (CVS HEALTH Corp)
Compliance with Laws and Court Orders; Permits. (a) Parent Each of the Company and its Subsidiaries is, and since June 30, 2013, each of the Company and its Subsidiaries has been, in compliance with applicable Law in all material respects. There is, and since June 30, 2013 there has been, no judgment, decree, injunction, rule or Governmental Order outstanding against the Company or any of its Subsidiaries is and since January 1, 2002 has been in compliance with, and to the knowledge of Parent is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havethat, individually or in the aggregate, is or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on Parentwhole, or that in any manner would reasonably be expected to prevent, enjoin, alter or materially delay the transactions contemplated hereby. Without limiting Since June 30, 2013, neither the foregoing, Parent and each Company nor any of its Subsidiaries has received any written (or, to the knowledge of the Company, oral) notice of any Action, investigation or review by any Governmental Entity, and, to the knowledge of the Company, no Action, investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, in possession each case that is, or would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company, its Subsidiaries, nor to the knowledge of the Company, any of their respective directors, officers, key employees or Persons performing management functions similar to officers or partners has received any claim, demand, notice, complaint or Governmental Order from any Governmental Entity since June 30, 2013, under, or relating to any material violation or possible material violation of any applicable Law or Permit. Each of the Company and its Subsidiaries holds all authorizationscurrent and effective licenses, licensesfranchises, permits, certificates, approvals and clearances, and has submitted notices to, all authorizations from Governmental Entities reasonably necessary for Parent or such Subsidiary to ownthe lawful conduct of their respective businesses (collectively, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Parent Permits”), and all such Parent Permits are valid, and in full force and effect, except where the failure to have, or hold the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits would notsame, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries is in compliance in all material respects with, and since June 30, 2013, the Company and each of its Subsidiaries have a Material Adverse Effect on Parentbeen in compliance in all material respects with, the terms and conditions of all Permits.
(b) Neither Parent nor any of The Company and its Subsidiaries is a party have implemented and maintained, and since June 30, 2013 the Company and its Subsidiaries have implemented and maintained, in effect policies, controls, books, records and procedures reasonably designed to ensure compliance, and to prevent and detect any written agreementviolations, consent agreement by the Company and its Subsidiaries and their respective directors (or memorandum equivalents), officers, employees and agents with or of understanding withAnti-Corruption Laws, or is a party Anti-Money Laundering Laws, and applicable Sanctions and Ex-Im Laws, and the Company and its Subsidiaries and their respective directors, officers and employees, and, to any commitment letter or similar undertaking tothe knowledge of the Company, or is subject to any order or directive byagents are, or is a recipient and since June 30, 2013 have been, in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, and applicable Sanctions and Ex-Im Laws. None of any supervisory letter from or has adopted any board resolution at the request of, any Governmental Entity, that restricts, or could reasonably be expected to restrict, the conduct by Parent Company or any of its Subsidiaries or any of their respective businessesdirectors, officers, employees, or that requiresagents is a Sanctioned Person. Since June 30, or could reasonably be expected to require2013, adverse actions by Parent none of the Company or any of its SubsidiariesSubsidiaries has received from any Governmental Entity or other Person any written (or, except for such restrictions to the knowledge of the Company, oral) notice, inquiry, or requirements that would notinternal or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing, individually in each case, related to Anti-Corruption Laws, Anti-Money Laundering Laws, or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parentapplicable Sanctions and Ex-Im Laws.
Appears in 2 contracts
Samples: Transaction Agreement (Fortive Corp), Transaction Agreement
Compliance with Laws and Court Orders; Permits. (a) Parent Except as set forth on Section 4.12 of the Company Disclosure Letter, the Company and each of its Subsidiaries is and, to the knowledge of the Company, each of its Affiliated Practices, is, and since January 1, 2002 has been 2020 have been, in compliance with, and to the knowledge of Parent is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, except for failures to comply that would not reasonably be expected, individually or violations in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2020, to the knowledge of the Company, none of the Company or any its Subsidiaries or Affiliated Practices have been under investigation by any Governmental Authority with respect to violation of Law, except for any investigation that would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries and, to the knowledge of the Company, each of its Affiliated Practices, has in effect all Permits which are material to such Person taken as a whole, and necessary for such Person to conduct its business as presently conducted, except for such Permits the absence of which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parentthe Company. Without limiting The Company is not an “investment company” under the foregoing, Parent and each Investment Company Act of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances, and has submitted notices to, all Governmental Entities necessary for Parent or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Parent Permits”), and all such Parent Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent1940.
(b) Neither Parent Since January 1, 2020, the Company and its Subsidiaries and, to the knowledge of the Company, each of its Affiliated Practices, have complied in all material respects with all applicable Healthcare Laws. Without limitation of the foregoing:
(i) None of the Company nor any Subsidiary of its Subsidiaries the Company nor, to the knowledge of the Company, any Affiliated Practices, is or has been since January 1, 2020, with respect to any Governmental Authority, a party to any written corporate integrity agreement, judgment, order, deferred prosecution agreement, monitoring agreement, consent decree or settlement agreement that
(i) requires the payment of money by the Company or memorandum any Subsidiary of understanding withthe Company or any Affiliated Practice to any Governmental Authority (other than as relates to a Discontinued Business), (ii) requires any recoupment of money from the Company or any Subsidiary of the Company or, to the knowledge of the Company, any Affiliated Practice, by any Governmental Authority (other than as relates to a Discontinued Business) or (iii) prohibits or materially limits any activity currently conducted by such Person under any Healthcare Law. To the knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any Affiliated Practice is a defendant or named party to in any commitment letter current or similar undertaking topending qui tam or False Claims Act litigation.
(ii) Since January 1, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any board resolution at the request of, any Governmental Entity, that restricts, or could reasonably be expected to restrict2020, the conduct by Parent or any of Company and its Subsidiaries and, to the knowledge of their respective businessesthe Company, or that requiresthe Affiliated Practices, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiaries, except for such restrictions or have complied in all material respects with all applicable requirements that would not, individually or in under the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.Medicare Advantage and Part D risk adjustment
Appears in 1 contract
Samples: Merger Agreement
Compliance with Laws and Court Orders; Permits. (a) Parent and each of its Subsidiaries is and Neither the Company nor any Company Subsidiary is, and, since January 1, 2002 2011, neither the Company nor any Company Subsidiary has been, in violation of Applicable Law or law by which any of their respective properties or businesses are bound or any regulation issued under any of the foregoing, except for any such violation that, individually or in the aggregate, has not had a Material Adverse Effect on the Company or any Company Subsidiary, taken as a whole. Since January 1, 2011, neither the Company nor any Company Subsidiary has been in compliance withnotified by any Governmental Authority of any material violation, and to the knowledge of Parent is not under or any material investigation with respect to and has not been threatened any such Applicable Law or provided any notice to be charged with any Governmental Authority regarding any material violation by the Company or given notice any Company Subsidiary of any violation ofApplicable Law.
(b) The Company and the Company Subsidiaries hold, any and have at all times since January 1, 2011, held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable LawGovernmental Authorities necessary for the lawful operation of the businesses of the Company and the Company Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Authorities necessary for the Company and the Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except for failures where the failure to comply have, file or violations that have pay has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on ParentEffect. Without limiting the foregoingExcept as has not had and would not reasonably be expected to have, Parent and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances, and has submitted notices to, all Governmental Entities necessary for Parent individually or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof aggregate, a Company Material Adverse Effect, (the “Parent Permits”), and i) all such Parent Company Permits are valid, valid and in full force and effect, except where are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the failure to haveknowledge of the Company, or the no suspension or cancellation of, or failure to be valid or of any such Company Permit is threatened; and (ii) the Company and each Company Subsidiary is in full force material compliance with the terms and effect of, Parent Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parentrequirements of all Company Permits.
(bc) Neither Parent nor Within the past five years, none of the Company or any of its Subsidiaries is a party to any written agreement, consent agreement or memorandum of understanding withCompany Subsidiary, or any Representative acting on behalf of the Company or any Company Subsidiary has, directly or indirectly, violated or is a party in violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the UK Bribery Act of 2010 or its predecessor laws (the “Bribery Act”), or any analogous anti-corruption Law (collectively, the “Anti-Corruption Laws”), nor engaged in any unlawful transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any commitment letter payments or similar undertaking material assistance to, or otherwise engage in or facilitated any transactions with or involving a Person that is subject to any order or directive bydesignated on, or is a recipient of any supervisory letter from or has adopted any board resolution at the request oftime of the transaction or dealing was designated on, or a Person that is or was owned or controlled by any Person that is designated on, or at the time of the transaction or dealing was designated on, any list of restricted Persons maintained by any United States Governmental EntityAuthority. No proceeding by or before any Governmental Authority involving the Company, that restrictsany Company Subsidiary or any Affiliate of the Company, or could reasonably be expected to restrict, the conduct by Parent or any of its Subsidiaries their Representatives acting for or on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of their respective businessesthe Company, threatened, nor have any disclosures been submitted to any Governmental Authority with respect to actual or that requirespotential violations of any Anti-Corruption Law by any such Person.
(d) Within the past five years, or could reasonably be expected to requirethe Company and each Company Subsidiary has complied in all material respects with all applicable U.S. import, adverse actions export, re-export, anti-boycott and economic sanctions Laws and controls and all other applicable import, export and re-export Laws, including the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations, executive orders, regulations and other Laws implemented by Parent the United States Department of the Treasury, Office of Foreign Assets Control and the Laws administered by United States Customs and Border Protection, and all other applicable import, export, re-export, anti-boycott and economic sanctions Laws and controls in other countries in which the Company or any Company Subsidiary has conducted or currently conduct business.
(e) Within the past five years, the Company and each Company Subsidiary has obtained all material consents, orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Authorities required for (i) the export, import and re-export of its Subsidiariesproducts, except for services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in and outside the United States and abroad (the “Export Approvals”), and each of the Company and the Company Subsidiaries is and, within the past five years, has been in compliance in all material respects with the terms of all Export Approvals. There are no pending or, to the knowledge of the Company, threatened, claims against the Company or any Company Subsidiary with respect to such restrictions or requirements that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ParentExport Approvals.
Appears in 1 contract
Samples: Merger Agreement (InvenSense Inc)
Compliance with Laws and Court Orders; Permits. (a) Parent Except as set forth on Section 4.12 of the Company Disclosure Letter, the Company and each of its Subsidiaries is and, to the knowledge of the Company, each of its Affiliated Practices, is, and since January 1, 2002 has been 2020 have been, in compliance with, and to the knowledge of Parent is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, except for failures to comply that would not reasonably be expected, individually or violations in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2020, to the knowledge of the Company, none of the Company or any its Subsidiaries or Affiliated Practices have been under investigation by any Governmental Authority with respect to violation of Law, except for any investigation that would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries and, to the knowledge of the Company, each of its Affiliated Practices, has in effect all Permits which are material to such Person taken as a whole, and necessary for such Person to conduct its business as presently conducted, except for such Permits the absence of which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parentthe Company. Without limiting The Company is not an “investment company” under the foregoing, Parent and each Investment Company Act of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances, and has submitted notices to, all Governmental Entities necessary for Parent or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Parent Permits”), and all such Parent Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent1940.
(b) Neither Parent Since January 1, 2020, the Company and its Subsidiaries and, to the knowledge of the Company, each of its Affiliated Practices, have complied in all material respects with all applicable Healthcare Laws. Without limitation of the foregoing:
(i) None of the Company nor any Subsidiary of its Subsidiaries the Company nor, to the knowledge of the Company, any Affiliated Practices, is or has been since January 1, 2020, with respect to any Governmental Authority, a party to any written corporate integrity agreement, judgment, order, deferred prosecution agreement, monitoring agreement, consent decree or settlement agreement that (i) requires the payment of money by the Company or memorandum any Subsidiary of understanding withthe Company or any Affiliated Practice to any Governmental Authority (other than as relates to a Discontinued Business), (ii) requires any recoupment of money from the Company or any Subsidiary of the Company or, to the knowledge of the Company, any Affiliated Practice, by any Governmental Authority (other than as relates to a Discontinued Business) or (iii) prohibits or materially limits any activity currently conducted by such Person under any Healthcare Law. To the knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any Affiliated Practice is a defendant or named party to in any commitment letter current or similar undertaking topending qui tam or False Claims Act litigation.
(ii) Since January 1, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any board resolution at the request of, any Governmental Entity, that restricts, or could reasonably be expected to restrict2020, the conduct by Parent or any of Company and its Subsidiaries and, to the knowledge of their respective businessesthe Company, or that requiresthe Affiliated Practices, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiaries, except for such restrictions or have complied in all material respects with all applicable requirements that would not, individually or in under the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.Medicare Advantage and Part D risk adjustment
Appears in 1 contract
Samples: Merger Agreement (CVS HEALTH Corp)
Compliance with Laws and Court Orders; Permits. (a) Parent and each of its Subsidiaries is and since Since January 1, 2002 has 2008, the Company and its Subsidiaries are and have been in compliance withwith all Laws applicable to them, and any of their properties or other assets or any of their businesses or operations, except where any such failure to the knowledge of Parent is not under investigation with respect to and be in compliance has not been threatened to be charged with or given notice of any violation of, any applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on Parentwhole. Without limiting To the foregoingKnowledge of the Company, Parent no investigation or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or threatened that, in each case, has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries have been and are in compliance with the terms of the certain Corporate Integrity Agreement between the Company and the Office of Inspector General of Health and Human Services, dated October 28, 2005.
(b) The Company and each of its Subsidiaries is in possession of (or their respective agents) hold all authorizationslicenses, licensesfranchises, permits, certificates, consents, orders, approvals and clearancesauthorizations from Governmental Authorities, and has submitted notices toor required by Governmental Authorities to be obtained, all Governmental Entities in each case, that are necessary for Parent or such Subsidiary the Company and its Subsidiaries to own, lease or operate their properties and operate its properties or other assets assets, and to carry on its respective business their businesses as described in the Parent SEC Documents filed prior to the date hereof currently conducted (collectively, “Permits”) and as it is being conducted as each of the date hereof (the “Parent Permits”), and all such Parent Permits are valid, and is in full force and effect, except where for such Permits that the failure to have, hold or the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Company and its Subsidiaries, taken as a Material Adverse Effect on Parent.
(b) Neither Parent whole. Since January 1, 2008, neither the Company nor any of its Subsidiaries is has received written notice to the effect that a party to any written agreementGovernmental Authority was considering the amendment, consent agreement termination, revocation or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient cancellation of any supervisory letter from or Permit that is material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is, and since January 1, 2008 has adopted any board resolution at been in compliance with the request ofterms of its Permits, any Governmental Entity, that restricts, or could except where non-compliance with such Permit would not reasonably be expected to restrict, the conduct by Parent or any of its Subsidiaries of their respective businesses, or that requires, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiaries, except for such restrictions or requirements that would notbe, individually or in the aggregate, reasonably be expected material to have the Company and its Subsidiaries, taken as a Material Adverse Effect on Parentwhole. Neither the Company nor any of its Subsidiaries has received any written communication since January 1, 2008 from any Governmental Authority or to the Knowledge of the Company, from any employee, licensee, licensor, vendor or supplier of the Company or any of its Subsidiaries that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any Permit that is material to the Company and its Subsidiaries taken as a whole, or relating to the revocation or modification of any Permit that is material to the Company and its Subsidiaries taken as a whole. The consummation of the Transactions, in and of itself, will not cause the revocation or cancellation of any Permit that is material to the Company and its Subsidiaries, taken as a whole.
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Compliance with Laws and Court Orders; Permits. (a) Parent With respect to the Product, Seller and each of its Subsidiaries is Affiliates are and have been since January 1, 2002 has been 2018 (i) in compliance with, with and to the knowledge of Parent is are not under investigation with respect to, (ii) to and has Seller’s knowledge, have not been threatened to be charged with, have not been subject to or (iii), to Seller’s knowledge, have not been threatened with an Action concerning, or given notice of any violation of, any applicable LawApplicable Law or Permit, except for failures to comply or with respect to violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on ParentEffect. Without limiting the foregoingThere is no judgment, Parent and each decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Seller or any of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances, and Affiliates that has submitted notices to, all Governmental Entities necessary for Parent had or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Parent Permits”), and all such Parent Permits are valid, and in full force and effect, except where the failure would reasonably be expected to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Parentor that in any manner seeks to prevent, enjoin, alter or materially delay the Transactions.
(b) Neither Parent nor Seller and its Affiliates have (whether directly or pursuant to Contracts in which third parties have effectively granted to Seller or any of its Subsidiaries is a party to any written agreementAffiliates the rights of such third parties) in effect all certificates, consent agreement or memorandum of understanding withpermits, or is a party to any commitment letter or licenses, franchises, approvals, NDAs, investigational new drug applications (“INDs”), concessions, qualifications, registrations, certifications and similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter authorizations from or has adopted any board resolution at the request of, any Governmental EntityAuthority (including any Health Authority and any foreign equivalent thereof) (collectively, “Permits”) that restrictsare necessary for the Company to own, lease or could operate its properties and assets, including the manufacturing, packaging, storage and distribution, and to carry on its business as currently conducted, except where the failure to have such Permits has not had and would not reasonably be expected to restrict, the conduct by Parent or any of its Subsidiaries of their respective businesses, or that requires, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiaries, except for such restrictions or requirements that would nothave, individually or in the aggregate, a Company Material Adverse Effect. All Permits are in full force and effect and will continue to be upon the Closing Date. All fees and charges with respect to such Permits, as of the date hereof, have been paid in full and all filing, reporting, and maintenance obligations have been completely and timely satisfied. There have been no occurrences, events, notices, or Actions that are pending, under investigation, or, to Seller’s knowledge, threatened that has resulted in or would reasonably be expected to result in a materially adverse action against any Permit.
(c) The Company has not been restrained by a Health Authority or other Person in its ability to conduct or have a Material Adverse Effect on Parentconducted its business as currently conducted.
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Compliance with Laws and Court Orders; Permits. (a) Parent and each of its Subsidiaries is Each Compressco Entity is, and since January 1, 2002 2017, has been been, in compliance with, and to the knowledge of Parent is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Applicable Law, except as set forth on Schedule 3.15(a) of the Disclosure Schedules and for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a an MLP Material Adverse Effect on Effect. To the knowledge of Parent. Without limiting the foregoing, Parent and each of its Subsidiaries is in possession of all authorizationsthere are no material unsatisfied judgments, licenses, permits, certificates, approvals and clearances, and has submitted notices to, all Governmental Entities necessary for Parent penalties or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as awards against any of the date hereof Compressco Entities or their respective properties.
(b) None of the “Parent Permits”Compressco Entities have received written notice since January 1, 2017 of any material violation of any Applicable Law related to any Compressco Entity. To the knowledge of Parent, except as set forth on Schedule 3.15(b), and all such Parent Permits are valid, and in full force and effectnone of the Compressco Entities is under investigation by any Governmental Authority for potential non-compliance with any Applicable Law, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, Parent Permits as would not, individually or in the aggregate, reasonably be expected to have a MLP Material Adverse Effect on ParentEffect.
(bc) Neither Parent nor The Compressco Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders (the “Permits”) necessary to own, lease and operate their assets and properties and to lawfully carry on their businesses as they are now being conducted, except as would not, individually or in the aggregate, reasonably be expected to have a MLP Material Adverse Effect. To the knowledge of Parent, there are no conditions or circumstances under which any such Permit could be revoked or any pending application for any new Permit or renewal of its Subsidiaries is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any board resolution at the request of, any Governmental Entity, an existing Permit that restricts, or could reasonably be expected to restrict, the conduct by Parent be protested or any of its Subsidiaries of their respective businesses, or that requires, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiariesdenied, except for any such restrictions revocation, protest or requirements denial that would not, individually or in the aggregate, reasonably be expected to have a MLP Material Adverse Effect on Effect. The Compressco Entities are, and for the past three (3) years have been, in compliance with the terms and condition of such Permits, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a MLP Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, no event or condition has occurred or exists that would result in a violation of, breach or loss of a benefit under, or acceleration of an obligation of any Compressco Entity under, any Permit, except for violations, breaches, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a MLP Material Adverse Effect.
(d) Since January 1, 2015, none of the Compressco Entities, nor any officers or directors of the Compressco Entities, nor, to the knowledge of Parent, any employees or agents of the Compressco Entities, have paid, given or received or have offered or promised to pay, give or receive, any bribe or other payment of money or other thing of value, any discount, or any other inducement, (i) to or from any Person or Governmental Authority in the United States or elsewhere in violation of applicable Law, (ii) to any “Foreign Official” (as that term is defined in the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), political party (or official thereof) or candidate for political office for the purposes of influencing any act, decision or omission in order to assist the Compressco Entities in obtaining business for or with, or directing business to, any Person, or to obtain any improper advantage, or (iii) to any Person while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes, in each case in connection with or in furtherance of the MLP’s business. None of Parent, Seller or the Compressco Entities has otherwise taken any action that would cause the Compressco Entities to be in violation of the FCPA or any applicable anti-corruption Laws. There is no charge, Proceeding or, to the knowledge of Parent, investigation by any Governmental Authority with respect to a violation of the FCPA or applicable anti-corruption laws that is now pending or, to the knowledge of Parent, has been asserted or threatened against the Compressco Entities. None of the Compressco Entities has, in the past five (5) years, made any voluntary disclosure with respect to a possible violation of the FCPA or applicable anti- corruption Laws.
(e) During the past five (5) years, each of the Compressco Entities has complied in all material respects with all Applicable Laws in the conduct of its business concerning money laundering. No court orders, warrants or other Proceedings under any Applicable Law concerning money laundering has been made or initiated in relation to any assets, material or information held by the Compressco Entities, and to the knowledge of Parent, no such Proceeding is threatened.
(f) None of the Compressco Entities is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(g) Notwithstanding the foregoing, this Section 3.15 does not address Environmental Laws or Environmental Permits, which are exclusively addressed by Section 3.22, matters relating to Taxes, which are exclusively addressed by Section 3.24, and matters relating to employment and labor or Benefit Plans, which are exclusively addressed by Section 3.19.
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Samples: Purchase and Sale Agreement (Tetra Technologies Inc)
Compliance with Laws and Court Orders; Permits. (a) Parent Seller is not, and each has not been since July 1, 2013, in violation of any Applicable Law relating to the Purchased Assets or the conduct of the Business, except for violations that would not reasonably be expected to be material to the Business or the Purchased Assets. There is no material judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Seller relating to the Purchased Assets or the Business.
(b) To the extent relating to the Business and except as set forth on Section 3.10(b) of the Seller Disclosure Schedule, neither Seller, nor, to the knowledge of Seller, any of its Subsidiaries is manufacturers or co-packers has received or been subject to, in each case since July 1, 2013: (i) any United States Food and Drug Administration (“FDA”) Form 483s or equivalent report by inspectors or officials from any other Governmental Authority of any situation requiring correction of conditions or circumstances that are objectionable or otherwise contrary to Applicable Law; (ii) any FDA Notices of Adverse Findings or any equivalent written correspondence from any other Governmental Authority indicating a failure to comply with Applicable Law; or (iii) any warning letters or other written correspondence from the FDA or any other Governmental Authority in which the FDA or such other Governmental Authority asserting that the operations of the Business were not in compliance with Applicable Law.
(c) Except as set forth in Section 3.10(c) of the Seller Disclosure Schedule, the marketing, packaging, labeling and sale of products related to the Business by or on behalf of Seller currently complies, and since January July 1, 2002 2013 has complied, in all material respects with Applicable Law and applicable self-regulatory authority policies. As of the Closing Date, to the knowledge of Seller, all manufacturers that produce products for Seller in connection with the Business are in substantial compliance with all Applicable Law. To the knowledge of Seller, neither Seller nor any of its manufacturers has received any written notice or charge, which has not been complied with or withdrawn, by a Governmental Authority asserting any material violation of such requirements. Since July 1, 2013, Seller has not undertaken any product recall (whether voluntary or compulsory) related to the Business, and, to the knowledge of Seller, no product manufactured, marketed or sold by Seller related to the Business is subject to a recall required by any Governmental Authority, and Seller has no current plans to initiate a voluntary product recall related to the Business.
(d) Since July 1, 2013, Seller has complied in compliance withall material respects and, to the knowledge of Seller, its manufacturers and co-packers have complied in all material respects, with all other reporting requirements related to the Business as required by Applicable Law, including, but not limited to, all reporting requirements applicable to the Business. Neither Seller nor, to the knowledge of Seller, any of its manufacturers or co-packers has received since July 1, 2013 any notice or charge, which has not been complied with or withdrawn, by a Governmental Authority asserting any material violation of such requirements.
(e) To the knowledge of Seller, Seller has sufficient data to support the safety or performance claims made in the marketing materials of the Business, including labels and advertising.
(f) Since July 1, 2013, Seller has, and to the knowledge of Parent is not under investigation Seller, its manufacturers and co-packers have, conducted all marketing and promotional activities of the Business in material compliance with respect all applicable requirements of relevant Governmental Authorities. Neither Seller, nor, to and the knowledge of Seller, any of its manufacturers or co-packers, has received any written notice or charge, which has not been threatened complied with or withdrawn, by a Governmental Authority asserting any material violation of such requirements relating to be the Business. None of Seller, nor, to the knowledge of Seller, its manufacturers or co-packers, has been a defendant in any litigation relating to any claim for false advertising arising under the Xxxxxx Act relating to the Business.
(g) Neither Seller, nor, to the knowledge of Seller, any of its employees, has been disqualified, debarred or voluntarily excluded by the FDA or any other Governmental Authority for any purpose, or has been charged with or given notice convicted under United States federal law for conduct relating to the development or approval, or otherwise relating to the regulation, of any violation ofdrug product under the Federal Food, Drug, and Cosmetic Act or any other Applicable Law or has made an untrue statement of a material fact to any Governmental Authority (whether in any submission to such Governmental Authority or otherwise), or failed to disclose a material fact required to be disclosed to any Governmental Authority, in each case relating to the Business. Neither Seller, nor, to the knowledge of Seller, any applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Without limiting the foregoing, Parent and each of its Subsidiaries is in possession of all authorizationsemployees, licenses, permits, certificates, approvals has received any written notice to such effect.
(h) All material Permits required for Seller to conduct the Business as currently conducted or for the ownership and clearances, and has submitted notices to, all Governmental Entities necessary for Parent or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Parent SEC Documents filed prior to the date hereof and as it is being conducted as use of the date hereof (the “Parent Permits”), Purchased Assets have been obtained by Seller and all such Parent Permits are valid, valid and in full force and effect, except where . Section 3.10(h) of the failure Seller Disclosure Schedule lists all material Permits issued to have, Seller that are related to the conduct of the Business as currently conducted or the suspension ownership of the Purchased Assets, including the names of the Permits and their respective dates of issuance and expiration. All fees and charges with respect to such Permits as of the date hereof have been paid in full; and no event has occurred that, with or cancellation ofwithout notice or lapse of time or both, or failure to be valid or in full force and effect of, Parent Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.
(b) Neither Parent nor any of its Subsidiaries is a party to any written agreementresult in the revocation, consent agreement suspension, lapse or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient limitation of any supervisory letter from or has adopted any board resolution at Permit set forth in Section 3.10(h) of the request of, any Governmental Entity, that restricts, or could reasonably be expected to restrict, the conduct by Parent or any of its Subsidiaries of their respective businesses, or that requires, or could reasonably be expected to require, adverse actions by Parent or any of its Subsidiaries, except for such restrictions or requirements that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ParentSeller Disclosure Schedule.
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