Common use of Governmental Authorizations; Licenses; Etc Clause in Contracts

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14).

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the XxxxxxxxSarbanes-Xxxxx Oxley Act applicable to it. Except as set forth on Schedule 4.100.00, each of xxxx xx Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s 's Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14).

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Environmental Matters (which are subject to Section 4.13), Employee Matters (which are the subject of Section 4.134.14) or Employee Benefit Plans (which are the subject of Section 4.144.15).

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.103.10, the business of each of Parent the Company and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance in all material respects with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.103.10, each of Parent the Company and its Subsidiaries has all material permits, Waivers, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.103.10, all such material permits, Waivers, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.103.10, there is no action, audit, case, proceeding or investigation pending or, to ParentCompany’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Company or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent the Company or any of its Subsidiaries to have any permit, license, Waiver, approval, certification or other authorization required in connection with the operation of the business of Parent the Company and its Subsidiaries or (iii) any change or amendment to the permits, licenses, Waiver, approvals, certifications or other authorizations which would impair the ability of Parent the Company and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. The Company has not been determined to be out of material compliance with Payment Program requirements such that there would result in a denial of payment and no statement of charges or deficiencies has been made by any Governmental Authority, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.10 3.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.123.12), Environmental Matters (which are subject to Section 3.13), Employee Matters (which are the subject of Section 4.133.14) or Employee Benefit Plans (which are the subject of Section 4.143.15). The Company has not received notice from CMS that the accounting methodology employed by the Company in booking additional generic dispensing fees paid by the Company to network pharmacies is not in compliance in all material respects with applicable Legal Requirements.

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, the business of each of Parent the Company and its Subsidiaries is now and has been at all times since January 1, 2005 2009 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act all applicable to itLegal Requirements. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, each of Parent the Company and its Subsidiaries has all material permits, licenses, approvals, certificates, Governmental AuthorizationsAuthorizations (collectively, the “Company Material Permits”), and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, all such permits, licenses, approvals, certificates and Governmental Authorizations Company Material Permits are in full force and effecteffect and the Company and its Subsidiaries are in compliance in all material respects with the terms and requirements thereof. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, there is no action, audit, case, written complaint, claim, proceeding or investigation (collectively, “Actions”) pending or, to ParentCompany’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Company or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent the Company or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent the Company and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent the Company and/or its Subsidiaries to operate in the normal course, in each case with respect to clauses (i), (ii) and (iii) of this Section 3.10, except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. The Company has not been determined by any Governmental Authority to be out of material compliance with Payment Program requirements such that there would result in a denial of payment and no statement of charges or deficiencies has been made by any Governmental Authority, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. This Section 4.10 3.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.123.12), Environmental Matters (which are the subject of Section 3.13), Employee Matters (which are the subject of Section 4.13) or 3.14), Employee Benefit Plans (which are the subject of Section 4.143.15) and Healthcare Regulatory Compliance (which is the subject of Sections 3.25 and 3.26).

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s 's Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject -51- of Section 4.12), Environmental Matters (which are subject to Section 4.13), Employee Matters (which are the subject of Section 4.134.14) or Employee Benefit Plans (which are the subject of Section 4.144.15).

Governmental Authorizations; Licenses; Etc. (a) Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 2009 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental AuthorizationsAuthorizations (collectively, the “Parent Material Permits”), and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, all such permits, licenses, approvals, certificates and Governmental Authorizations the Parent Material Permits are in full force and effect. Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, there is no action, audit, case, proceeding or investigation Action pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal RequirementRequirement or Contracts, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. This Section 4.10 does Consistent with the foregoing, and subject to the transactions and agreements specifically authorized by the parties in this Agreement, except as has not relate had and would not reasonably be expected to matters have, individually or in the aggregate, a Parent Material Adverse Effect, each Subsidiary of Parent holding an insurance or health maintenance organization license maintains the minimum levels of “risk based capital,” and meets all minimum net equity requirements applicable to it. Parent has made available to the Company complete and correct copies of all audits and examinations performed with respect to Taxes Parent or any Subsidiary by any Governmental Authority since January 1, 2009 (which are the subject of Section 4.12“Audit Reports”), Employee Matters (which along with Parent’s or the Subsidiaries’ responses thereto. Other than as set forth in the Audit Reports or responses thereto, no deposits, loans or capital contributions have been made by Parent or any Subsidiary with, or at the direction of, any Governmental Authority that were not shown in the financial statements of Parent included in the Parent SEC Documents and no similar audits or examinations are currently being performed or, to the subject knowledge of Section 4.13) or Employee Benefit Plans (which Parent, are the subject of Section 4.14)scheduled to be performed.

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.103.10, the business of each of Parent the Company and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance in all material respects with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.103.10, each of Parent the Company and its Subsidiaries has all material permits, Waivers, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.103.10, all such material permits, Waivers, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.103.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Company's Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Company or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent the Company or any of its Subsidiaries to have any permit, license, Waiver, approval, certification or other authorization required in connection with the operation of the business of Parent the Company and its Subsidiaries or (iii) any change or amendment to the permits, licenses, Waiver, approvals, certifications or other authorizations which would impair the ability of Parent the Company and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. The Company has not been determined to be out of material compliance with Payment Program requirements such that there would result in a denial of payment and no statement of charges or deficiencies has been made by any Governmental Authority, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.10 3.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.123.12), Environmental Matters (which are subject to Section 3.13), Employee Matters (which are the subject of Section 4.133.14) or Employee Benefit Plans (which are the subject of Section 4.143.15). The Company has not received notice from CMS that the accounting methodology employed by the Company in booking additional generic dispensing fees paid by the Company to network pharmacies is not in compliance in all material respects with applicable Legal Requirements.