Common use of Employees; Contractors Clause in Contracts

Employees; Contractors. An accurate and complete list of all employees and independent contractors of each Seller (including candidates with extended offers) and related information is set forth in Schedule 3.6, including current annual salary or hourly rate of pay, title, position, classification, bonus paid in 2012 and 2013, accrued vacation or paid time off, amount of any severance payable to such employee, if any, in the event of such employee’s termination without cause, date of hire, current status as either active or on leave, and location of employment. Except as listed in Schedule 3.6, all of PC Seller’s employed or contracted Providers have active privileges for their current work location and the proper H1-B or J-1 visas, as applicable. No Seller has made any written or oral promise to any employee or independent contractor regarding a guarantee of employment with any Acquiror, any increase in his or her annual fees, compensation, benefits or any severance or similar payments in connection with such employee’s, independent contractor’s or candidate’s employment or engagement or continued employment or engagement with any Acquiror. Except as listed in Schedule 3.6, no employee, independent contractor or candidate of a Seller terminated through the Closing Date is entitled to any severance payments, termination allowance or similar payments as a result of such termination that will continue beyond the Closing Date. Management Seller does not employ or contract with any persons to engage in or provide medical services. Owners and all Providers employed by or contracted with PC Seller who will be employed by PC Buyer as of the Closing Date meet the following criteria: (a) For all Providers, except as listed in Schedule 3.6, (i) to Selling Group’s Knowledge, each Provider (A) is actively enrolled in the Medicare and Medicaid programs and all Medicare and Medicaid xxxxxxxx for such Provider have been properly submitted under the Provider’s UPIN number(s) with PC Seller; (B) is not currently excluded, debarred or otherwise ineligible to participate in federal health care programs (as defined at 42 U.S.C. § 1320a-7b(f)), (C) has never been convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in federal health care programs; and (ii) to Selling Group’s Knowledge, there are no circumstances which may result in the exclusion of PC Seller or any Provider from participation in any federal health care program; (b) For each Provider who is a physician, such Provider, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to the practice of medicine, including those promulgated by the New York State Board of Medicine; and (ii) has a valid Drug Enforcement Agency registration number; (c) For each Provider who is a psychologist, such Provider, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to the practice of psychology, including those promulgated by the New York State Education Department and all other applicable New York state authorities, and all applicable Medicare regulations; (d) For each Provider who is a clinical social worker, such Provider, to Selling Group’s Knowledge, is in compliance with all applicable Laws related to the practice of clinical social work, including those promulgated by the New York State Education Department and all other applicable New York state authorities, and all applicable Medicare regulations; (e) For each Provider who is a nurse practitioner, such nurse practitioner, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to nursing practice, including those promulgated by the New York State Board of Nursing; and (ii) in compliance with the Medicare regulations, is certified as a nurse practitioner by a national certifying body that is recognized as such by the Medicare program; and (f) For each Provider who is a physician assistant, such physician assistant is, to Selling Group’s Knowledge, (i) in compliance with all applicable Laws related to the scope of practice of a physician assistant, including those promulgated by the New York State Board of Medicine; (ii) is in compliance with the Medicare regulations; and (iii) has a valid Drug Enforcement Agency registration number.

Employees; Contractors. An accurate and complete list of all employees and independent contractors of each Seller (including candidates with extended offers) and related information is set forth in Schedule 3.6, including current annual salary or hourly rate of pay, title, position, classification, bonus paid in 2012 and 2013, accrued vacation or paid time off, amount of any severance payable to such employee, if any, in the event of such employee’s termination without cause, date of hire, current status as either active or on leave, and location of employment. Except as listed in Schedule 3.6, all of PC Seller’s employed or contracted Providers have active privileges for their current work location and the proper H1-B or J-1 visas, as applicable. No Seller has not made any written or oral promise to any employee or independent contractor regarding a guarantee of employment with any Acquiror, any increase in his or her annual fees, compensation, benefits or any severance or similar payments in connection with such employee’s, independent contractor’s or candidate’s employment or engagement or continued employment or engagement with any Acquiror. Except as listed in Schedule 3.6, no employee, independent contractor or candidate of a Seller terminated through the Closing Date is entitled to any severance payments, termination allowance or similar payments as a result of such termination that will continue beyond the Closing Date. Management Seller does not employ or contract with any persons to engage in or provide medical services. Owners and all Providers employed by or contracted with PC Seller who will be employed by PC Buyer as of the Closing Date meet the following criteria: (a) For all Providers, except as listed in Schedule 3.6, (i) to Selling Group’s Knowledge, each Provider (A) is actively enrolled in the Medicare and Medicaid programs and all Medicare and Medicaid xxxxxxxx for such Provider have been properly submitted under the Provider’s UPIN number(s) with PC Seller; (B) is not currently excluded, debarred or otherwise ineligible to participate in federal health care programs (as defined at 42 U.S.C. § 1320a-7b(f)), (C) has never been convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in federal health care programs; and (ii) to Selling Group’s Knowledge, there are no circumstances which may result in the exclusion of PC Seller or any Provider from participation in any federal health care program; (b) For each Provider who is a physician, such Provider, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to the practice of medicine, including those promulgated by the New York State Board of Medicine; and (ii) has a valid Drug Enforcement Agency registration number; (c) For each Provider who is a psychologist, such Provider, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to the practice of psychology, including those promulgated by the New York State Education Department and all other applicable New York state authorities, and all applicable Medicare regulations; (d) For each Provider who is a clinical social worker, such Provider, to Selling Group’s Knowledge, is in compliance with all applicable Laws related to the practice of clinical social work, including those promulgated by the New York State Education Department and all other applicable New York state authorities, and all applicable Medicare regulations; (e) For each Provider who is a nurse practitioner, such nurse practitioner, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to nursing practice, including those promulgated by the New York Connecticut Board of Examiners for Nursing, the Massachusetts Board of Registration in Nursing, and/or the Vermont State Board of Nursing, as applicable, and all other applicable state authorities; and (ii) in compliance with the Medicare regulations, is certified as a nurse practitioner by a national certifying body that is recognized as such by the Medicare program; and (f) For each Provider who is a physician assistant, such physician assistant is, to Selling Group’s Knowledge, (i) in compliance with all applicable Laws related to the scope of practice of a physician assistant, including those promulgated by the New York State Board of Medicine; (ii) is in compliance with the Medicare regulations; and (iii) has a valid Drug Enforcement Agency registration number.

Employees; Contractors. An accurate and complete list of all employees and independent contractors of each Seller (including candidates with extended offers) and related information is set forth in Schedule 3.6, including current annual salary or hourly rate of pay, title, position, classification, bonus paid in 2012 and 2013, accrued vacation or paid time off, amount of any severance payable to such employee, if any, in the event of such employee’s termination without cause, date of hire, current status as either active or on leave, and location of employment. Except as listed in Schedule 3.6, all of PC Seller’s employed or contracted Providers have active privileges for their current work location and the proper H1-B or J-1 visas, as applicable. No Seller has not made any written or oral promise to any employee or independent contractor regarding a guarantee of employment with any Acquiror, any increase in his or her annual fees, compensation, benefits or any severance or similar payments in connection with such employee’s, independent contractor’s or candidate’s employment or engagement or continued employment or engagement with any Acquiror. Except as listed in Schedule 3.6, no employee, independent contractor or candidate of a Seller terminated through the Closing Date is entitled to any severance payments, termination allowance or similar payments as a result of such termination that will continue beyond the Closing Date. Management Seller does not employ or contract with any persons to engage in or provide medical services. Owners and all Providers employed by or contracted with PC Seller who will be employed by PC Buyer as of the Closing Date meet the following criteria: (a) For all Providers, except as listed in Schedule 3.6, (i) to Selling Group’s Knowledge, each Provider (A) is actively enrolled in the Medicare and Medicaid programs and all Medicare and Medicaid xxxxxxxx for such Provider have been properly submitted under the Provider’s UPIN number(s) with PC Seller; (B) is not currently excluded, debarred or otherwise ineligible to participate in federal health care programs (as defined at 42 U.S.C. § 1320a-7b(f)), (C) has never been convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in federal health care programs; and (ii) to Selling Group’s Knowledge, there are no circumstances which may result in the exclusion of PC Seller or any Provider from participation in any federal health care program; (b) For each Provider who is a physician, such Provider, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to the practice of medicine, including those promulgated by the New York State Board of Medicine; and (ii) has a valid Drug Enforcement Agency registration number; (c) For each Provider who is a psychologist, such Provider, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to the practice of psychology, including those promulgated by the New York State Education Department and all other applicable New York state authorities, and all applicable Medicare regulations; (d) For each Provider who is a clinical social worker, such Provider, to Selling Group’s Knowledge, is in compliance with all applicable Laws related to the practice of clinical social work, including those promulgated by the New York State Education Department and all other applicable New York state authorities, and all applicable Medicare regulations; (e) For each Provider who is a nurse practitioner, such nurse practitioner, to Selling Group’s Knowledge, (i) is in compliance with all applicable Laws related to nursing practice, including those promulgated by the New York State Board of Nursing; and (ii) in compliance with the Medicare regulations, is certified as a nurse practitioner by a national certifying body that is recognized as such by the Medicare program; and (fd) For each Provider who is a physician assistant, such physician assistant is, to Selling Group’s Knowledge, (i) in compliance with all applicable Laws related to the scope of practice of a physician assistant, including those promulgated by the New York State Board of Medicine; (ii) is in compliance with the Medicare regulations; and (iii) has a valid Drug Enforcement Agency registration number.