Common use of Compliance with Laws; Governmental Approvals Clause in Contracts

Compliance with Laws; Governmental Approvals. (a) Neither iGambit nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to iGambit or any of its Subsidiaries, as applicable, or by which any iGambit Asset is bound, subject or affected, and iGambit and its Subsidiaries have filed all material reports, data and other information required to be filed with any Governmental Authority. iGambit and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for iGambit or any of its Subsidiaries, as applicable, to own, lease and operate its properties or to carry on the iGambit Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of iGambit, threatened, and, other than FINRA, no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Neither iGambit nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by iGambit or any of its Subsidiaries or that involves services furnished or data submitted by iGambit or any of its Subsidiaries. (b) Since December 31, 2000, no Governmental Authority or other Person has conducted, or has given iGambit or any of its Subsidiaries any notice or communication that it intends to conduct, any audit or other review of iGambit’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to iGambit or any of its Subsidiaries for any reimbursement, penalty or interest with respect to payments received by iGambit or any of its Subsidiaries. To iGambit’s Knowledge, other than normal claims disputes, none of iGambit’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither iGambit nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by iGambit or any of its Subsidiaries. All billing practices of iGambit and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither iGambit nor any of its Subsidiaries have billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither iGambit nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. iGambit and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The iGambit Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither iGambit nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of iGambit’s or any of its Subsidiaries’ customers by any third party payor.

Compliance with Laws; Governmental Approvals. (a) Neither iGambit Seller nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to iGambit Seller or any of its Subsidiaries, as applicable, or by which any iGambit Seller Asset is bound, subject or affected, and iGambit Seller and its Subsidiaries have filed all material reports, data and other information required to be filed with any Governmental Authority. iGambit Seller and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for iGambit Seller or any of its Subsidiaries, as applicable, to own, lease and operate its properties or to carry on the iGambit Seller Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of iGambitSeller, threatened, and, other than FINRA, no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Neither iGambit Since January 1, 2017, neither Seller nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by iGambit Seller or any of its Subsidiaries or that involves services furnished or data submitted by iGambit Seller or any of its Subsidiaries. (b) Since December 31January 1, 20002017, no Governmental Authority or other Person has conducted, or has given iGambit Seller or any of its Subsidiaries any notice or communication that it intends to conduct, any audit or other review of iGambitSeller’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to iGambit Seller or any of its Subsidiaries for any reimbursement, penalty or interest with respect to payments received by iGambit Seller or any of its Subsidiaries. To iGambitSeller’s Knowledge, other than normal claims disputes, none of iGambitSeller’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither iGambit Seller nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by iGambit Seller or any of its Subsidiaries. All billing practices of iGambit Seller and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither iGambit Seller nor any of its Subsidiaries have billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither iGambit Seller nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. iGambit Seller and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The iGambit Seller Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither iGambit Seller nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger Transaction contemplated hereby will not adversely affect the reimbursement of iGambitSeller’s or any of its Subsidiaries’ customers by any third party payor. Neither Seller nor any of its Subsidiaries is engaged in the practice of medicine, directly or indirectly provides medical or clinical services or is a risk-bearing organization.

Compliance with Laws; Governmental Approvals. (a) Neither iGambit AHP nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to iGambit AHP or any of its Subsidiaries, as applicableAHP IPA, or by which any iGambit Asset of AHP or AHP IPA is bound, subject or affected, and iGambit AHP and its Subsidiaries have timely filed all material reports, data and other information required to be filed with any Governmental Authority. iGambit AHP and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for iGambit or any of AHP and its Subsidiaries, as applicable, Subsidiaries to own, lease and operate its properties or to carry on the iGambit AHP Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of iGambitAHP, threatened, and, other than FINRA, and no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Neither iGambit Since January 1, 2017, neither AHP nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by iGambit AHP or any of its Subsidiaries AHP IPA or that involves services furnished or data submitted by iGambit AHP or any of its SubsidiariesAHP IPA. (ba) Since December 31January 1, 20002018, no Governmental Authority or other Person has conducted, or has given iGambit AHP or any of its Subsidiaries AHP IPA any notice or communication that it intends to conduct, any audit or other review of iGambitAHP’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to iGambit AHP or any of its Subsidiaries AHP IPA for any reimbursement, penalty or interest with respect to payments received by iGambit AHP or any of its SubsidiariesAHP IPA. To iGambitAHP’s Knowledge, other than normal claims disputes, none of iGambitAHP’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither iGambit AHP nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by iGambit AHP or any of its SubsidiariesAHP IPA. All billing practices of iGambit AHP and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither iGambit AHP nor any of its Subsidiaries have has billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither iGambit AHP nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. iGambit AHP and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The iGambit AHP Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither iGambit AHP nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of iGambit’s or any of its Subsidiaries’ customers by any third party payor.any

Compliance with Laws; Governmental Approvals. (a) Neither iGambit Except as set forth in Section 6.4(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to iGambit Parent or any of its Subsidiaries, as applicable, or by which any iGambit Parent Asset is bound, subject or affected, and iGambit Parent and its Subsidiaries have filed all material reports, data and other information required to be filed with any Governmental Authority. iGambit Parent and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for iGambit Parent or any of its Subsidiaries, as applicable, to own, lease and operate its properties or to carry on the iGambit Parent Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of iGambitParent, threatened, and, other than FINRA, no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Neither iGambit Since January 1, 2020, neither Parent nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by iGambit Parent or any of its Subsidiaries or that involves services furnished or data submitted by iGambit Parent or any of its Subsidiaries. (b) Since December 31Except as set forth in Section 6.4(b) of the Parent Disclosure Schedule, 2000since January 1, 2020, no Governmental Authority or other Person has conducted, or has given iGambit Parent or any of its Subsidiaries any notice or communication that it intends to conduct, any audit or other review of iGambitParent’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to iGambit Parent or any of its Subsidiaries for any reimbursement, penalty or interest with respect to payments received by iGambit Parent or any of its Subsidiaries. To iGambitParent’s Knowledge, other than normal claims disputes, none of iGambitParent’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither iGambit Parent nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by iGambit Parent or any of its Subsidiaries. All billing practices of iGambit Parent and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither iGambit Parent nor any of its Subsidiaries have billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither iGambit Parent nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. iGambit Parent and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The iGambit Parent Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither iGambit Parent nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of iGambitParent’s or any of its Subsidiaries’ customers by any third third-party payor.

Compliance with Laws; Governmental Approvals. (a) Neither iGambit Parent nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to iGambit Parent or any of its Subsidiaries, as applicable, or by which any iGambit Parent Asset is bound, subject or affected, and iGambit Parent and its Subsidiaries have filed all material reports, data and other information required to be filed with any Governmental Authority. iGambit Parent and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for iGambit Parent or any of its Subsidiaries, as applicable, to own, lease and operate its properties or to carry on the iGambit Parent Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of iGambitParent, threatened, and, other than FINRA, no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Neither iGambit Since January 1, 2017, neither Parent nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by iGambit Parent or any of its Subsidiaries or that involves services furnished or data submitted by iGambit Parent or any of its Subsidiaries. (ba) Since December 31January 1, 20002018, no Governmental Authority or other Person has conducted, or has given iGambit Parent or any of its Subsidiaries any notice or communication that it intends to conduct, any audit or other review of iGambitParent’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to iGambit Parent or any of its Subsidiaries for any reimbursement, penalty or interest with respect to payments received by iGambit Parent or any of its Subsidiaries. To iGambitParent’s Knowledge, other than normal claims disputes, none of iGambitParent’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither iGambit Parent nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by iGambit Parent or any of its Subsidiaries. All billing practices of iGambit Parent and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither iGambit Parent nor any of its Subsidiaries have billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither iGambit Parent nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. iGambit Parent and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The iGambit Parent Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither iGambit Parent nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of iGambitParent’s or any of its Subsidiaries’ customers by any third party payor. Neither Parent nor any of its Subsidiaries is engaged in the practice of medicine, directly or indirectly provides medical or clinical services or is a risk-bearing organization.

Compliance with Laws; Governmental Approvals. (a) Neither iGambit Except as set forth in Section 7.15(a) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to iGambit Seller or any of its Subsidiaries, as applicable, or by which any iGambit Asset of Seller or any of its Subsidiaries is bound, subject or affected, and iGambit Seller and its Subsidiaries have timely filed all material reports, data and other information required to be filed with any Governmental Authority. iGambit Seller and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for iGambit or any of Seller and its Subsidiaries, as applicable, Subsidiaries to own, lease and operate its properties or to carry on the iGambit Seller Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of iGambitSeller, threatened, and, other than FINRA, and no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Neither iGambit Since January 1, 2020, neither Seller nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by iGambit Seller or any of its Subsidiaries or that involves services furnished or data submitted by iGambit Seller or any of its Subsidiaries. (b) Since December 31January 1, 20002020, except as set forth in Section 7.15(b) of the Seller Disclosure Schedule, no Governmental Authority or other Person has conducted, or has given iGambit Seller or any of its Subsidiaries any notice or communication that it intends to conduct, any audit or other review of iGambitSeller’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to iGambit Seller or any of its Subsidiaries for any reimbursement, penalty or interest with respect to payments received by iGambit Seller or any of its Subsidiaries. To iGambitSeller’s Knowledge, other than normal claims disputes, none of iGambitSeller’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither iGambit Seller nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by iGambit Seller or any of its Subsidiaries. All billing practices of iGambit Seller and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither iGambit Seller nor any of its Subsidiaries have has billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither iGambit Seller nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. iGambit Seller and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The iGambit Seller Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither iGambit Seller nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of iGambitSeller’s or any of its Subsidiaries’ customers by any third party payor. (c) No employee or independent contractor of Seller (whether an individual or entity), has been excluded from participating in the Government Reimbursement Programs or any other federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)) during the last five years, nor, to the Knowledge of Seller, is any such exclusion threatened or pending. None of the officers, directors, agents or managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)) of Seller has been excluded from the Government Reimbursement Programs or any other federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)), been subject to sanction pursuant to 42 U.S.C. § 1320a-7a or 1320a-8, or been convicted of a crime described at 42 U.S.C. § 1320a-7b, nor to the Knowledge of Seller is any such exclusion, sanction or conviction threatened or pending. Seller has not been excluded from the Government Reimbursement Programs or any other federal health care program (as defined in 42 U.S.C. §1320a-7b(f)).