Health Care Matters. (a) Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries. (b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction. (c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws. (d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.
Appears in 1 contract
Samples: Credit Agreement (Falcon Capital Acquisition Corp.)
Health Care Matters. Without limiting the generality of any other provision contained herein, the Company represents and warrants as follows:
(a) Each Loan Party and its Subsidiaries is, and during the last three years has been, The Company is in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any the operation of its Subsidiaries is business as currently conducted, including its provision of services, subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party minor exceptions and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could deficiencies that would not reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effect.
(c) Neither the Company, nor any officer of the Company, has made an untrue statement of a material fact or fraudulent statement to any Governmental Body, failed to disclose a material fact required to be disclosed to any Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to constitute a violation of any Health Care Law.
(d) A list of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates in the Medicare program), (ii) the respective Medicaid program in the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the Company, Threatened which could result in the a revocation, suspension, revocationtermination, terminationprobation, restriction, limitation, modification or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Permit held by any Loan Party Law or any of its Subsidiariesother Law.
(be) No Loan Party To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis for any material Action by a Governmental Body against or affecting the Company relating to any of the Health Care Laws.
(f) Neither the Company nor any Person acting on behalf of its Subsidiariesthe Company is a party to any Contract (including any joint venture or consulting agreement) with any physician, nor health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any officerother venture or activity, affiliate other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or managing employee of any Loan Party or any Subsidiary of a Loan Partyindirectly, has has: (i1) offered or paid or solicited or received any remuneration, in cash or in kind, to, or made any financial arrangementsarrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in material violation of any applicable Health Care Laworder to illegally obtain business or payments from such Person; (ii2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of to any applicable Health Care Lawpast, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (iii3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal in any material respect under the applicable laws of any Governmental Authority Body having jurisdiction over such payment, contribution or gift; or (iv4) established made, or maintained agreed to make, or is aware that there has been made or that there is any unrecorded fund or asset for any purpose or made any misleadingagreement to make, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person Person with the intention or understanding that any part of such payment would be in material violation of any applicable Health Care Law; used or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device was given for any use which is not an approved use as determined by purpose other than that described in the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdictiondocuments supporting such payment.
(cg) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected There are no Medicare or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training Medicaid termination proceedings underway with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” the Company. The Company meets the Medicare conditions of participation and, except where failure to do so the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs.
(h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws.
(d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.
Appears in 1 contract
Health Care Matters. (a) Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or,, any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries.
(b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction.
(c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws.
(d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.
Appears in 1 contract
Samples: Credit Agreement (Sharecare, Inc.)
Health Care Matters. (a) Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries.
(b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care Law; Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction.
(c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws.
(d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.
Appears in 1 contract
Samples: Credit Agreement (Falcon Capital Acquisition Corp.)
Health Care Matters. (a) Each Loan Party and its each of their respective Subsidiaries is, and during the last three years has been, is in compliance in all material respects with all Health Care Laws and requirements of Third Party Payor Arrangements applicable to it and its assets, business or operations. No Loan Party nor any of its their Subsidiaries is subject to the Xxxxx has received notice of a violation of any Health Care Law or requirement of any state self-referral LawHealth Care Permit or Third Party Payor Arrangement. No Loan Party nor any of its their Subsidiaries participates in or receives reimbursement has been excluded from any Third Party Payor Arrangement or Government Reimbursement Program. No Loan Party nor , or been convicted or plead guilty or nolo contendere to any alleged violation of, or paid any fines or settlements in connection with any alleged violation of its Subsidiaries, directors, officers, employees orany Health Care Law,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or
(b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. ) Each Loan Party and its each of their Subsidiaries holds in full force and effect (without default, violation or noncompliance) all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or and facilities and to conduct its business and operations as presently conducted. To the extent required or customary in the industry conducted (including to obtain reimbursement under all Third Party Payor Arrangements in which it is engagedparticipates). Notwithstanding the generality of the foregoing, at all times since February 17, 2009, each Loan Party and its Subsidiaries has obtained and maintains in good standing and without limitation or impairment accreditation from all generally recognized accreditation agencieswas accredited by the Community Health Accreditation Program. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held Permit.
(c) There is no pending (or, to the knowledge of any Loan Party, threatened) investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator against or affecting any Loan Party or any Subsidiary of its Subsidiariesany Loan Party, relating to any actual or alleged non-compliance with any Health Care Law or requirement of any Health Care Permit or Third Party Payor Arrangement. There are no facts, circumstances or conditions that would reasonably be expected to form the basis for any such proceeding described in the immediately preceding sentence against or affecting any Loan Party or any Subsidiary of any Loan Party.
(bd) Each Loan Party and each of their respective Subsidiaries has timely filed or caused to be timely filed all cost reports and other reports of every kind whatsoever required by any Government Reimbursement Program or Third Party Payor Arrangement to have been filed or made with respect to the operations of the Loan Parties. There are no claims, actions or appeals pending before CMS, any administrative contractor, intermediary or carrier or any other Governmental Authority with respect to any Government Reimbursement Programs cost reports or claims filed by any Loan Party, or any disallowance by any Governmental Authority in connection with any audit of such cost reports. No Loan Party nor any of their Subsidiaries (i) has retained an overpayment received from, or failed to refund any amount due to any Government Reimbursement Program or other Third Party Payor in violation of any Health Care Law or Third Party Payor Arrangement, or (ii) has received written notice of, or has knowledge of, any overpayment or refunds due to any Third Party Payor or Government Reimbursement Program.
(e) No Loan Party nor any of its their Subsidiaries, nor any officer, affiliate affiliate, employee or managing employee agent of any Loan Party or any Subsidiary of any Loan Party, nor, to the knowledge of any Loan Party or any of their Subsidiaries, any of their respective clients or customers, has made an untrue statement of a material fact or fraudulent statement to any Governmental Authority, failed to disclose a material fact that must be disclosed to any Governmental Authority, or committed an act, made a statement or failed to make a material statement that, at the time such statement, disclosure or failure to disclose occurred, would constitute a violation of any Health Care Law.
(f) No Loan Party nor any of their Subsidiaries, nor any owner, officer, director, partner, agent or managing employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in any Loan Party or any Subsidiary of any Loan Party, has (i) offered been excluded from any Governmental Reimbursement Program or paid Third Party Payor Arrangement or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Lawhad a civil monetary penalty assessed pursuant to 42 U.S.C. § 1320a-7; (ii) given any gift or gratuitous payment been convicted (as that term is defined in 42 C.F.R. §1001.2) of any kindof those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, nature 1035, 1347 or description 1518, including, without limitation any of the following categories of offenses: (whether A) criminal offenses relating to the delivery of an item or service under any federal health care program (as that term is defined in money42 U.S.C. §1320a-7b) or healthcare benefit program (as that term is defined in 18 U.S.C. §24b), property (B) criminal offenses under federal or servicesstate law relating to patient neglect or abuse in connection with the delivery of a healthcare item or service, (C) criminal offenses under laws relating to fraud and abuse, theft, embezzlement, false statements to third parties, money laundering, kickbacks, breach of fiduciary responsibility or other financial misconduct in material violation connection with the delivery of a healthcare item or service or with respect to any act or omission in a program operated by or financed in whole or in part by any federal, state or local governmental agency, (D) laws relating to the interference with or obstruction of any applicable Health Care Law; investigations into any criminal offenses described in this clause (iii) made any contribution, payment or gift of funds or property toe), or for (E) criminal offenses under laws relating to the private use ofunlawful manufacturing, any governmental officialdistribution, employee prescription or agent where either the contribution, payment or gift or the purpose dispensing of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Lawa controlled substance; or (vi4) published been involved or communicated named in a U.S. Attorney complaint made or any other action taken pursuant to any person using any Loan Party’s the False Claims Act under 31 U.S.C. §§3729-3731 or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdictionqui tam action brought pursuant to 31 U.S.C. §3729 et seq.
(cg) Each Loan Party and its each of their respective Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy LawsHIPAA. Further, and has taken commercially reasonable stepsin each arrangement that is a business associate arrangement under HIPAA, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to of their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has respective Subsidiaries has: (i) entered into a written business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are term is defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”under the HIPAA regulations) which fully addresses that substantially meets the requirements of HIPAA; (ii) at all times complied in all material respects with such business associate agreements in respect of the HIPAA privacy or security standards; and Other Privacy Laws(iii) at no time experienced, had or received a report of a material unauthorized use or disclosure of Protected Health Information (as defined in the HIPAA regulations) or privacy or security breach or other privacy or security incident within the meaning of HIPAA.
(dh) No Loan Party nor any of its their Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with any Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.
Appears in 1 contract
Health Care Matters. (a) Each Loan Party and its Subsidiaries isThe Company is in, and during for the last three past six (6) years has beenbeen in, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries.
(b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction.
(c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy all Health Care Laws. There are no Actions, and has taken commercially reasonable stepsaudits or investigations pending, consistent with industry standards, and or to the extent required by applicable lawKnowledge of the Company, such that patient, health, protected threatened against the Company alleging any violation of or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within non-compliance with a Health Care Law and for the past six (6) years, suffered any breach of unsecured protected health information or other personally identifiable information, the Company has not received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Lawsor, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary Knowledge of the U.S. Department Company, oral notice, alleging any violation of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to non-compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would a Health Care Law. The Company is not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws.
(d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to to, or bound by by, any order, individual integrity agreement, agreement or corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority Entity concerning compliance with Health Care Laws. The Company is not (i) engaged in the practice of medicine or nursing or (ii) a Medicare Part D contractor. Each Health Care Professional holds all required licensure, permits, accreditations, certifications, training or other qualifications in good standing in all jurisdictions where required.
(b) The Company and the Business are, and for the past six (6) years have been, in compliance with the federal Xxxx-Xxxxxxxx Xxxxxxx, 00 X.X.X. § 0000x-0x and all applicable federal and state anti-inducement and fraud, waste and abuse laws, including the solicitation or acceptance of improper incentives involving Persons operating in the health care industry, including, without limitation, all Health Care Laws and Laws prohibiting or regulating fraud and abuse, patient referrals or provider or patient incentives and the Company has not caused, directed, aided and abetted, instructed, interfered with, conspired with, or collaborated with, whether express or implied, directly or indirectly, any Government Reimbursement Programs third party to violate such Laws.
(c) Neither the Company nor any stockholder, director or officer of the requirements Company: (i) has been charged with or convicted of any violation of any Health Care PermitLaw; (ii) has been convicted of any violation of Laws related to Fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; (iii) has been convicted of or charged with any felony; or (iv) is excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Government Sponsored Health Care Program. The Company has disclosed all matters contemplated in this Section 2.24(c) to all Governmental Entities where required by Law or otherwise required by any application filed with any Governmental Entity.
(d) No person has filed or, to the Knowledge of the Company has threatened to file against the Company an Action under any federal or state whistleblower statute, including without limitation, under the False Claims Act, 31 U.S.C. §§ 3729-3733, nor, to the Company’s Knowledge is there any basis for such Actions.
(e) The Company maintains, and has in the prior five (5) years maintained, written policies and procedures required by the Information Privacy and Security Laws and sufficient to protect the privacy and security of all “individually identifiable health information” (as that term is defined in HIPAA) and maintains, and has in the prior five (5) years maintained, commercially reasonable security procedures, including physical, administrative and technical safeguards, to ensure the confidentiality, integrity, availability and security of protected health information, (“PHI”), as defined in 45 C.F.R. § 160.103, in the Company’s possession, custody, or control against unauthorized access, use, modification, destruction, disclosure, processing, or {00194413.DOCX;12 }
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