Healthcare Matters. 3.12.1. Except as set forth on Schedule 3.12.1, the Business is, and since December 31, 2011 has been conducted, in compliance in all material respects with all Healthcare Laws. Except as set forth on Schedule 3.12.1, none of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any Healthcare Laws. 3.12.2. The Acquired Companies possess all material Permits required by all applicable Healthcare Laws necessary for the operation of the Business. The Acquired Companies are, and since December 31, 2011, have been, in compliance in all material respects with such material Permits, and all of such material Permits are valid and in full force and effect. There is no Action pending or, to the Company’s Knowledge, threatened against, and there is no investigation by or before any Governmental Authority pending or, to the Company’s Knowledge, threatened against, any Acquired Company, to revoke, suspend, or otherwise limit any such material Permit. None of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements and as set forth on Schedule 3.4, the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies have filed all necessary reports and maintained and retain all necessary records pertaining to all of their respective material Permits. The Company has provided to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications thereto. 3.12.3. Except as set forth on Schedule 3.12.3, all billing practices (including, without limitation, billing, coding, filing, and claims practices) of the Acquired Companies are, and since December 31, 2011, have been, in material compliance with all applicable Healthcare Laws, and, except as set forth on Schedule 3.12.3, there is no pending or, to the Company’s Knowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any Acquired Company under any Government Program or Healthcare Law or any other third party payor program. 3.12.4. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers or managing employees been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could result in such suspension, exclusion, or debarment; nor have any of the Acquired Companies or, to the Company’s Knowledge, any of their directors, officers or managing employees, received notice of any impending or potential exclusion or listing. None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the Company’s Knowledge, threatened. 3.12.5. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers, employees, contractors, or agents, have, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Healthcare Law. 3.12.6. None of the Acquired Companies (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (ii) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation. 3.12.7. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has received any written claim or notice, alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Information in its possession, custody or control. 3.12.8. Except as set forth on Schedule 3.12.8, the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies has, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any other provisions in this Agreement, the representations and warranties included in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Laws.
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Samples: Stock Purchase Agreement (Healthsouth Corp), Stock Purchase Agreement (Healthsouth Corp)
Healthcare Matters. 3.12.1(a) The Bioriginal Group possesses all Regulatory Authorizations necessary for the conduct the Business, all of which are listed in Schedule 3.1.16. Except as set forth on Schedule 3.12.1The Regulatory Authorizations are in good standing and in full force and effect; no event or omission has occurred which allows, or after notice or lapse of time would allow, revocation or termination of a Regulatory Authorization or may result in any other impairment of the Business is, and since December 31, 2011 has been conducted, rights of the holder of the Regulatory Authorizations.
(b) Each Bioriginal Group Company is in compliance in all material respects with all Healthcare LawsLaws applicable to the conduct of the Business. Except as set forth on disclosed in Schedule 3.12.13.1.38, none of the Acquired Companies Bioriginal Group has not, within the last three (3) years, received any written notice notice, letter or other communication from a Government Authority or Person alleging any Governmental Authority since December 31, 2011, regarding any material violation of any Healthcare Laws.
3.12.2. The Acquired Companies possess all material Permits (c) All reports, documents, records and notices required to be maintained by all applicable the Bioriginal Group or filed with a Government Authority under the Healthcare Laws necessary for applicable to the operation conduct of the Business. The Acquired Companies areBusiness have been so maintained and/or filed, and since December 31to each Selling Party’s knowledge, 2011, have been, in compliance were complete and correct in all material respects on the date that they were created or filed.
(d) Except as disclosed in Schedule 3.1.38, during last three (3) years, no Bioriginal Group Company has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recalls, market withdraws, safety alerts or other notice of material action relating to an actual or potential lack of safety, efficacy or regulatory compliance of any Product.
(e) The Products and their ingredients are currently manufactured, tested, packaged and labelled at facilities which are in compliance with such material Permits, and all of such material Permits are valid and in full force and effect. There is no Action pending or, good manufacturing practices prescribed by Healthcare Laws applicable to the Company’s Knowledge, threatened against, Products and there is no investigation the conduct of the Business.
(f) Copies of all inspection reports issued by or before any on behalf of a Governmental Authority pending or, to in connection with the Company’s Knowledge, threatened against, any Acquired Company, to revoke, suspend, or otherwise limit any such material Permit. None inspection of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements and as set forth on Schedule 3.4, Bioriginal Group’s facilities during the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies last three (3) years have filed all necessary reports and maintained and retain all necessary records pertaining to all of their respective material Permits. The Company has provided been made available to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications theretoare listed in Schedule 3.1.38.
3.12.3. Except as set forth on Schedule 3.12.3, all billing practices (including, without limitation, billing, coding, filingg) All clinical and pre-clinical studies conducted or sponsored by the Bioriginal Group have been conducted, and claims practices) of to the Acquired Companies are, and since December 31, 2011, have beenextent they are still pending are currently being conducted, in material compliance accordance with all applicable Healthcare Laws, and, except as set forth on Schedule 3.12.3, there is no pending or, to the Company’s Knowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any Acquired Company under any Government Program or Healthcare Law or any other third party payor program.
3.12.4. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers or managing employees been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could result in such suspension, exclusion, or debarment; nor have any of the Acquired Companies or, to the Company’s Knowledge, any of their directors, officers or managing employees, received notice of any impending or potential exclusion or listing. None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the Company’s Knowledge, threatened.
3.12.5. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers, employees, contractors, or agents, have, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Healthcare Law.
3.12.6. None of the Acquired Companies (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (ii) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation.
3.12.7. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has received any written claim or notice, alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Information in its possession, custody or control.
3.12.8. Except as set forth on Schedule 3.12.8, the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies has, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any other provisions in this Agreement, the representations and warranties included in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Laws.
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Healthcare Matters. 3.12.1. Except as set forth on Schedule 3.12.1, (a) The Business and the Business is, and since December 31, 2011 has Companies have at all times during the past twenty-four (24) months been conducted, in compliance conducted in all material respects in compliance with all applicable Healthcare Laws. .
(b) Except as set forth disclosed on Schedule 3.12.13.22(b), during the past thirty-six (36) months, none of the Acquired Companies has received any written notice subpoenas, demands or other notices from any Governmental Authority since December 31inquiring into, 2011or otherwise relating to, regarding any material actual or potential violation of any Healthcare Laws, and none of the Companies is under investigation by any Governmental Authority for a violation of any Healthcare Laws and, to the Company’s Knowledge, there are no facts and circumstances which would reasonably be expected to form the basis for any such violation. Each of the Companies has timely filed all material reports, data and other information required to be filed with Governmental Authorities with respect to the Business.
3.12.2. The (c) Each Acquired Companies possess Company has been granted all material Permits required by all applicable Healthcare Laws necessary for the conduct of the Business by it and the ownership use and operation of its Assets. Schedule 3.22(c) sets forth each material Permit affecting, or relating to, the Assets or the Business. The Acquired Companies areExcept as disclosed on Schedule 3.22(c), and since December 31, 2011, have been, in compliance in all material respects with such material Permits, and all of such material (i) the Permits required to be listed thereon are valid and in full force and effect. There is , (ii) no Action pending orAcquired Company is, in any material respect, in breach or violation of, or default under, any such material Permit and (iii) to the Company’s Knowledge, threatened againstno fact, and there is no investigation by situation, circumstance, condition or before other basis exists which, with notice or lapse of time or both, would constitute a breach, violation or default under such material Permit or give any Governmental Authority pending orgrounds to suspend, to the Company’s Knowledge, threatened against, any Acquired Company, to revoke, suspendcancel, rescind, modify, restrict or otherwise limit terminate any such material Permit. None of the Except as disclosed on Schedule 3.22(c), no Acquired Companies Company has received any written notice or communication from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements and as set forth listed on Schedule 3.4, 3.22(c). There has not during the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in past thirty-six (36) months been any breach Action or other violation of, disciplinary proceeding by or require any consent, waiver, approval, or order issued by, declaration of, or filing with from any Governmental Authority with respect against any of the Companies or involving any Permit, and to any the Company’s Knowledge no such material PermitAction or disciplinary proceeding is threatened. The Each Acquired Companies have filed all necessary reports and maintained and retain all necessary records pertaining to all of their respective material Permits. The Company has provided delivered to the Buyer correct accurate and complete copies of each such material Permits, including all amendments and modifications theretoPermits on Schedule 3.22(c).
3.12.3. (d) Except as set forth on Schedule 3.12.33.22(d), all billing practices (including, without limitation, billing, coding, filing, and claims practices) of the Acquired Companies areto all third party payors, and since December 31, 2011including Government Program payors, have been, been conducted in material compliance with all applicable Healthcare Laws, and, except as set forth on Schedule 3.12.3, there Legal Requirements in all material respects. There is no pending or, to the Company’s Knowledgeknowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any Acquired Company of the Companies under any Government Program or Healthcare Law or any other third party payor program.
3.12.4. Neither any (e) None of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers officers, employees, contractors, or managing employees agents has been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f1320a–7b(f)) or or, to the Company’s Knowledge, is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could result in such suspension, exclusion, or debarment; nor have any of the Acquired Companies or, to the Company’s Knowledge, or any of their directors, officers or managing officers, employees, contractors, or agents received notice of any impending or potential exclusion or listing; nor have any of the Companies or any of their directors, officers, employees, contractors, or agents committed any act, nor has the Business been conducted in a way, that would reasonably be expected to result in exclusion or listing. None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending threatened or, to the Company’s Knowledge, threatenedpending.
3.12.5. (f) Neither any of the Acquired Companies nornor any of their directors, officers, senior management or, to the Company’s Knowledge, any of their directorsemployees other than senior management, officers, employees, contractors, contractors or agents, agents have, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Legal Requirements, including any Healthcare Law or to obtain or maintain favorable treatment in securing business in violation of any applicable Legal Requirements, including any Healthcare Law.
3.12.6(g) The Companies have timely filed all required Cost Reports for all fiscal years, and copies of all Cost Reports have been made available to Buyer. All Cost Reports that have not been audited and finally settled accurately reflect the information required to be included therein, and such Cost Reports do not claim, and none of the Companies have received, reimbursement in any amount materially in excess of the amounts allowed by Healthcare Laws or any applicable agreement, except where excess reimbursement was noted on the Cost Report. To the Company’s Knowledge, there are no facts or circumstances that would give rise to any material disallowance under any Cost Report.
(h) None of the Acquired Companies (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (ii) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 3.22(h) or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation.
3.12.7. (i) Except as set forth on Schedule 3.12.73.22(i), each of the Companies is in compliance with HIPAA, and all other applicable Information Laws. The Companies have used, collected, disclosed, disseminated and protected all Personal Information in compliance, in all material respects, with all applicable privacy policies and Contractual Obligations. True and complete copies of all Business Associate Agreements to which the Companies are a party to have been provided to Buyer. None of the Companies is in breach of any Business Associate Agreement.
(j) Except as set forth on Schedule 3.22(j), none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of nor have the Acquired Companies has received any written or, to the Company’s Knowledge, oral claim or noticenotice from any Governmental Authority, alleging or referencing the investigation of any breach breach, violation of its Information Systems as defined under HIPAA or the improper use, disclosure or access to any Personal Information personally identifiable information in its possession, custody or control.
3.12.8. (k) Except as set forth on Schedule 3.12.83.22(k), the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies hasperforms any operations or provides any services to patients, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any customers or other provisions in this Agreement, third parties outside of the representations and warranties included in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare LawsUnited States of America.
Appears in 1 contract
Samples: Merger Agreement (Healthsouth Corp)
Healthcare Matters. 3.12.1. 3.12.1 Except as set forth on Schedule 3.12.1Section 3.12.1 of the Disclosure Letter, the Business is, and since December 31, 2011 2011, has been conductedbeen, conducted in compliance in all material respects with all Healthcare Laws. Except as set forth on Schedule 3.12.1Section 3.12.1 of the Disclosure Letter, none of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any Healthcare Laws.
3.12.2. 3.12.2 The Acquired Companies possess all material Permits required by all applicable Healthcare Laws necessary for the operation of the Business. The To RHC’s Knowledge, the Acquired Companies are, and since December 31, 2011, have been, in compliance in all material respects with such material Permits, and all of such material Permits are valid and in full force and effect. There is no Action pending or, to the CompanyRHC’s Knowledge, threatened against, and there is no investigation by or before any Governmental Authority pending or, to the CompanyRHC’s Knowledge, threatened against, any Acquired Company, to revoke, suspend, or otherwise limit any such material Permit. None of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements and as set forth on Schedule 3.4Section 3.4 of the Disclosure Letter, the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies have filed all necessary material reports and maintained and retain all necessary material records pertaining to all of their respective material the Permits. The Company All applications required to have been filed for the renewal of a Permit have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Authority. RHP has provided to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications thereto.
3.12.3. 3.12.3 Except as set forth on Schedule 3.12.3Section 3.12.3 of the Disclosure Letter, all billing practices (including, without limitation, billing, coding, filing, and claims practices) of the Acquired Companies are, and since December 31, 2011, have been, in compliance in all material compliance respects with all applicable Healthcare Laws, and, except as set forth on Schedule 3.12.3Section 3.12.3 of the Disclosure Letter, there is no pending or, to the CompanyRHC’s Knowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any Acquired Company under any Government Program or Healthcare Law or any other third party payor program.
3.12.4. Neither any of All applicable filings made by the Acquired Companies norwith Medicare, Medicaid or any other Government Program or third-party payor are complete and accurate, except where the failure to be so complete and accurate would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except routine denials of individual claims in the ordinary course of business, the Acquired Companies are in compliance, in all material respects, with the billing requirements of third-party payors, including, but not limited to, Government Programs and private third party payors.
3.12.4 No Acquired Company and, to the CompanyRHC’s Knowledge, any of their directorsno director, officers officer, employee, contractor, or managing employees agent thereof has been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC U.S.C. § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could result in such suspension, exclusion, or debarment; nor have any of the Acquired Companies or, to the CompanyRHC’s Knowledge, any of their directors, officers officers, employees, contractors, or managing employeesagents, received notice of any impending or potential exclusion or listing. None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the CompanyRHC’s Knowledge, threatened.
3.12.5. Neither any of the 3.12.5 No Acquired Companies norCompany, and, to the CompanyRHC’s Knowledge, any of their directorsno director, officersofficer, employeesemployee, contractorscontractor or agent thereof, or agents, havehas, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Healthcare Law.
3.12.6. None 3.12.6 Each Acquired Company is in compliance with all applicable material federal, state and local legal requirements governing the employment of medical professionals by non-professionals, the Acquired Companies (i) is a party to a Corporate Integrity Agreement sharing or splitting of medical professional fees with the Office of Inspector General of the Department of Health or by non-professionals and Human Services, (ii) is, other matters related to the Company’s Knowledge, the subject control of medical professionals by non-professionals. No Acquired Company has received written notice from any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation.
3.12.7. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has received any written claim or notice, alleging or referencing the investigation of any breach arrangement that its operational relationships or contractual agreements implicate the improper useCorporate Practice of Medicine Doctrine, disclosure or access to any Personal Information in its possession, custody or controlas defined by Governmental Authorities.
3.12.8. Except as set forth on Schedule 3.12.8, the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies has, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any other provisions in this Agreement, the representations and warranties included in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Laws.
Appears in 1 contract
Healthcare Matters. 3.12.1. (a) Except as set forth on Schedule 3.12.1, Section 4.23(a) of the Business isDisclosure Schedule: (A) the Acquired Companies are, and since December 31during the past six (6) years have been, 2011 has been conducted, in material compliance in all material respects with all applicable Healthcare Laws. Except as set forth on Schedule 3.12.1, none and (B) neither Acquired Company has received during the past six (6) years any written (or, to the knowledge of the Acquired Companies has received any written Company, oral) notice from any Governmental Authority since December 31, 2011, regarding any material violation of any Healthcare Laws.
3.12.2. The (b) Except as set forth on Section 4.23(a) of the Disclosure Schedule: (A) the Acquired Companies and their employees and independent contractors possess all material Permits required by all applicable Healthcare Laws necessary for the operation of the Business. The Acquired Companies as currently conducted, which Permits are set forth on Section 4.23(b) of the Disclosure Schedule; (B) none of such Permits will terminate as a result of the consummation of the transactions contemplated by this Agreement; (C) the Acquired Companies are, and since December 31, 2011, have beenbeen during the past six (6) years, in compliance with such Permits in all material respects with such material Permitsrespects, and all of such material Permits are valid valid, in good standing and in full force and effect. There ; (D) there is no Action pending by or before any Governmental Authority pending, or, to the Company’s Knowledgeknowledge, threatened against, and there is no investigation by or before any Governmental Authority pending or, to the Company’s Knowledge, threatened against, any against either Acquired Company, Company to revoke, suspend, or otherwise limit any such material Permit. None of ; (E) neither Acquired Company has, during the Acquired Companies has past six (6) years, received any written (or, to the knowledge of the Company, oral) notice from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements ; and as set forth on Schedule 3.4, (F) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies have filed all necessary required reports and maintained and retain retained all necessary records pertaining to all of their respective material Permits. The Company has provided to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications theretorequired by applicable Healthcare Laws.
3.12.3. (c) Except as set forth on Schedule 3.12.3, Section 4.23(c) of the Disclosure Schedule: (A) all billing practices (including, without limitation, including billing, coding, filing, and claims practices, and the related reports and filings) of the Acquired Companies are, and since December 31, 2011, during the past six (6) years have been, in material compliance with applicable Healthcare Laws and all applicable Healthcare Lawsrequirements of Third Party Payors (“Third Party Payor Requirements”) in all material respects; (B) each of the Acquired Companies has paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments, which have become due to any Governmental Authority or Third Party Payor; (C) neither Acquired Company has any reimbursement, payment or payment rate appeals, disputes or contested positions pending before any Governmental Authority or Third Party Payor and, except as set forth on Schedule 3.12.3, there is no pending or, to the knowledge of the Company’s Knowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any none are threatened; (D) neither Acquired Company under has claimed or received reimbursements from Government Programs or Private Programs, directly or indirectly through Third Party Payors, in excess of amounts permitted by applicable Healthcare Laws or Third Party Payor Requirements, with the exception of any excess amounts that have been repaid in full to the applicable Government Program or Private Program without liability to such Acquired Company; and (E) the right of the Acquired Companies to receive reimbursements pursuant to any Government Program or Healthcare Law Private Program has not been terminated, rescinded, suspended or otherwise adversely affected as a result of any other third party payor programAction by a Governmental Authority or Third Party Payor.
3.12.4. (d) Neither any of the Acquired Companies nor, to the Company’s Knowledge, Company nor any of their directors, officers officers, managers, employees or managing employees independent contractors has been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could would reasonably be expected to result in such suspension, exclusion, or debarment; nor have any of the has either Acquired Companies or, to the Company’s Knowledge, Company or any of their directors, officers or managing employees, received written (or, to the Company’s knowledge, oral) notice of any impending or potential exclusion or listing. None of the Neither Acquired Companies Company has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the Company’s Knowledge, threatened.
3.12.5. Neither any To the knowledge of the Company, no employee or independent contractor of the Acquired Companies norhas been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to the Company’s Knowledgean investigation or proceeding by any Governmental Authority that has resulted in or would reasonably be expected to result in such suspension, any exclusion, or debarment.
(e) Neither Acquired Company nor either of their respective directors, officers, employees, contractors, agents or agentscontractors (while acting on behalf of an Acquired Company), have, during the past six (6) years, solicited, received, paid or offered to pay any remuneration, directly or indirectly, made overtly or offered to makecovertly, in cash or solicited or receivedin kind, for any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, referral in violation of any applicable Healthcare Law.
3.12.6. None (f) Except as set forth on Section 4.23(f) of the Disclosure Schedule, neither Acquired Companies Company is or has been: (iA) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human ServicesServices or any other consent decree, judgment, order, settlement or similar agreement with a Governmental Authority, (iiB) is, to the Company’s Knowledgeknowledge, the subject of any investigation, program integrity review or audit conducted by any federal, state or local Governmental Authority investigation Authority, (C) to the Company’s knowledge, a defendant or named party in any qui tam/False Claims Act litigation, (D) subject to any mandatory or discretionary exclusion or suspension from Federal program participation, or (E) the subject of any investigation, program integrity review, audit or survey conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 that resulted in a finding of any alleged improper activity or (iii) is, to the Acquired Company’s Knowledgereceipt of either a notice of deficiency or other notice of any type of violation of any Healthcare Law or Third Party Payor Requirement. The Company has made available to Buyer true, a defendant correct and complete copies of each survey of the Acquired Companies conducted by or named party on behalf of any Governmental Authority or Third Party Payor in any unsealed qui tam/False Claims Act litigationthe preceding six (6) years.
3.12.7. (g) Except as set forth on Schedule 3.12.7, none Section 4.23(g) of the Disclosure Schedule, neither Acquired Companies has Company has, during the preceding six (6) years: (A) had any security or data breaches compromising or otherwise involving Personal Protected Health Information. Except , as set forth on Schedule 3.12.7that term is defined in HIPAA, none of the Acquired Companies has that required notification under 45 C.F.R. § 164.406 or 45 C.F.R. § 164.408(b); (B) received any written (or, to the Company’s knowledge, oral) claim or notice, notice alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Protected Health Information in its possession, custody or control.
3.12.8; (C) received any written or oral communication from any Governmental Authority alleging that either Acquired Company is not in compliance with HIPAA that has not been resolved; or (D) otherwise violated HIPAA, the HITECH Act, any other applicable Laws or Legal Requirements concerning the privacy and security of health information, the anti-fraud and related provisions of HIPAA, 18 U.S.C. §§ 1035 and 1347, or any other state or federal data privacy or security Laws. Except as set forth on Schedule 3.12.8, the consummation Section 4.23(g) of the Contemplated Transactions does not constituteDisclosure Schedule, no event has occurred that required either Acquired Company to provide notification to any Governmental Authority or Third Party Payor under any state privacy and/or breach notification Laws. The Acquired Companies, as applicable, have established and none implemented such policies, programs, procedures, contracts and systems as are necessary to comply with HIPAA in all material respects.
(h) Except as set forth on Section 4.23(h) of the Disclosure Schedule, (i) neither Acquired Company has entered into any joint venture, partnership, co-ownership or other financial arrangement involving any ownership, lease or investment interest in or by the Acquired Company with an individual known by it to be a physician or an immediate family member of a physician; (ii) no institutional referral source of the Acquired Companies maintains an ownership interest in, or compensation arrangement with, the Acquired Companies; and (iii) no physician who has, since December 31, 2011, engaged in any transaction that constitutesor whose immediate family member has, a “change financial relationship (as such terms are defined in majority ownership,” the Xxxxx Law), with either Acquired Company directly or indirectly makes (or has made) referrals, as that term applies is defined in 42 C.F.R. § 424.550(bthe Xxxxx Law, to either Acquired Company or any predecessor business without complying with an applicable exception from the Xxxxx Law’s referral prohibition as set forth on Section 4.23(h) of the Disclosure Schedule.
(i) All employees and related independent contractors of the Acquired Companies possess the necessary licenses, registrations, permits, certificates and qualifications, as required by applicable Healthcare Laws, Third Party Payor Requirements, state professional licensing agencies, and professional organizations to carry out their respective duties to the Acquired Companies. Notwithstanding All of such licenses and certificates in effect are listed on Section 4.23(i) of the Disclosure Schedule. No such employee or independent contractor has (i) had any professional license, Drug Enforcement Agency number (if applicable), Medicare, Medicaid or TRICARE provider number suspended or revoked, (ii) been reprimanded, sanctioned or disciplined by any state licensing board or any Governmental Authority, professional society, hospital, third party payor or specialty board, or (iii) had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.
(j) The Acquired Companies are not required, and have not been required during the past six (6) years, to file any cost reports in order to comply with applicable Government Program or Private Program requirements.
(k) The Acquired Companies are not relying on any exemption from or deferral of any Healthcare Laws (other provisions than applicable exceptions from the Xxxxx Law’s referral prohibition as set forth on Section 4.23(i) of the Disclosure Schedule).
(l) EHO currently maintains and, during the preceding six (6) years has at all times maintained, any and all Permits required by Law to be maintained by it in this Agreementorder to provide the management and other services being provided by it to the H.E.A.R.T. homes serviced by it (the “H.E.A.R.T. Home Services”). EHO has not received any federal or state funds, the representations and warranties included including any funds from any Government Program, in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Laws.consideration of its provision of H.E.A.R.T.
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Healthcare Matters. 3.12.1(a) The Group Companies are, and since October 23, 2012 have been, operating in compliance in all material respects with applicable Healthcare Laws. To the knowledge of the Company, no referral source of the Group Companies maintains, or since October 23, 2012 has maintained, an ownership interest in, or compensation arrangement with, any Group Company in violation of the Healthcare Laws.
(b) The Group Companies (i) are currently and have been qualified in all respects (to the extent such qualification is required by applicable Healthcare Laws) for participation in all Payment Programs from which Group Companies receive reimbursement since October 23, 2012, and (ii) have a provider agreement, provider number or other contract with such Payment Programs (each, a “Provider Agreement”). Since October 23, 2012, each Group Company has filed timely and accurately in all material respects all claims and other reports required to be filed with respect to all Payment Programs (“Payment Program Claims”). All such Payment Program Claims and reports are true and correct as of the date of this Agreement. Except as set forth on Schedule 3.12.13.09(b), the Business isbilling and documentation practices of the Group Companies, its employees and, to the knowledge of the Company, its contractors have been in compliance with all applicable Healthcare Laws and Payment Programs, and Group Companies have not billed or received any payment or reimbursement in excess of allowed amounts pursuant to applicable Healthcare Laws (other than routine and immaterial refunds, offsets and adjustments made in the ordinary course of business). The Group Companies have paid or caused to be paid since December 31October 23, 2011 has been conducted2012 all known and undisputed refunds, overpayments or adjustments that have become due, and have done so timely in compliance in all material respects with all Payment Program requirements and Healthcare Laws. Except As of the date hereof and since October 23, 2012, none of the Group Companies have had any reimbursement or payment rate appeals, disputes or contested positions pending before any Governmental Entity or a mediator or arbitrator engaged pursuant to any Payment Program. As of the date hereof and since October 23, 2012, except as set forth on Schedule 3.12.13.09(b), none no Group Company has 14
(c) No Group Company, nor any officer, manager or, to the knowledge of the Acquired Company, other employee of any Group Company: (i) has received written or oral notice of any pending or, to the knowledge of the Company, threatened Action from the U.S. Department of Health and Human Services (“HHS”), the Centers for Medicare and Medicaid Services (“CMS”), the HHS Office of Inspector General (“OIG”), the HHS Office for Civil Rights, the U.S. Department of Justice, U.S. Attorney Offices, the Federal Bureau of Investigation, Medicaid Fraud Control Units, State Attorneys General, any State Medicaid Agency, any Payment Program, any contractor, fiscal agent, carrier, or fiscal intermediary of any Payment Program or any other applicable Governmental Entity, or any qui tam relator, alleging that any operation or activity of any of the Group Companies or their officers, managers, employees, or contractors has been or is in violation of any applicable Healthcare Law (collectively, “Healthcare Action”), and no such Healthcare Action currently exists; (ii) has received any written notice from any Governmental Authority since December 31search warrant, 2011, subpoenas or civil investigative demands or similar requests for information regarding any material a potential violation of any applicable Healthcare LawsLaw; (iii) is or has been a party to a corporate integrity agreement, or is or has been subject to any reporting obligations pursuant to a settlement agreement, monitoring agreement, consent decree, order or other similar agreement or remedial measure entered into with any Governmental Entity; or (iv) has made any filings pursuant to CMS’ Self- Referral Disclosure Protocol or the OIG’s Self-Disclosure Protocol.
3.12.2. The Acquired Companies possess all material Permits required (d) No Group Company, nor any of Group Company’s respective owners, officers, directors, or other employees, agents or independent contractors of any Group Company, is or has been: (i) excluded from participating in any Payment Program, including any federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)); (ii) subject to sanction or indicted or convicted of a crime, or pled nolo contendere, in connection with any allegation of violation of any Payment Program requirement or Healthcare Law; (iii) debarred or suspended from any federal or state procurement or nonprocurement program by all applicable Healthcare Laws necessary a Governmental Entity; (iv) ineligible to participate in any Payment Program; (v) convicted of or charged with any violation of laws related to Payment Programs that are reasonably likely to serve as the basis for any such exclusion, suspension, or debarment; or (vi) designated a Specially Designated National or Blocked Persons by the operation Office of Foreign Asset Control of the Business. U.S. Department of Treasury.
(e) The Acquired Group Companies are, and since December 31, 2011, have been, are in compliance in all material respects with such material Permitsapplicable privacy, security, transaction standards, breach notification, and other provisions and requirements of HIPAA, HITECH and other Laws governing the privacy and security of personal health information (collectively, “Privacy and Security Laws”). The Group Companies have established and implemented privacy and security policies, notices, procedures, and safeguards that comply in all material respects with applicable requirements of such material Permits are valid the Privacy and in full force Security Laws. No Group Company has received written notice or communication of, and effect. There there is no Action pending or, to the knowledge of the Company’s Knowledge, threatened againstwith respect to, any material non-compliance with Privacy and there is no investigation by or before any Governmental Authority pending or, to Security Laws. To the knowledge of the Company’s Knowledge, threatened againstsince October 23, any Acquired Company2012, to revoke, suspend, or otherwise limit any such material Permit. None of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements and no “breach” as set forth on Schedule 3.4, the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result defined in any breach 45 C.F.R. § 164.402 or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies have filed all necessary reports and maintained and retain all necessary records pertaining to all of their respective material Permits. The Company has provided to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications thereto.
3.12.3. Except as set forth on Schedule 3.12.3, all billing practices (including, without limitation, billing, coding, filing, and claims practices) of the Acquired Companies are, and since December 31, 2011, have been, in material compliance with all applicable Healthcare Laws, and, except as set forth on Schedule 3.12.3, there is no pending or, to the Company’s Knowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any Acquired Company under any Government Program or Healthcare Law or any other third party payor program.
3.12.4. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers or managing employees been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could result in such suspension, exclusion, or debarment; nor have any of the Acquired Companies or, to the Company’s Knowledge, any of their directors, officers or managing employees, received notice of any impending or potential exclusion or listing. None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the Company’s Knowledge, threatened.
3.12.5. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers, employees, contractors, or agents, have, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Healthcare Law.
3.12.6. None of the Acquired Companies (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (ii) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation.
3.12.7. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has received any written claim or notice, alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Information in its possession, custody or control.
3.12.8. Except as set forth on Schedule 3.12.8, the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies has, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any other provisions in this Agreement, the representations and warranties included in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Laws.15
Appears in 1 contract
Samples: Merger Agreement (Neogenomics Inc)
Healthcare Matters. 3.12.1. (a) Except as set forth on Schedule 3.12.1, Section 4.23(a) of the Business Disclosure Schedule: (A) the Company is, and since December 31during the past three (3) years has been, 2011 has been conducted, conducted in material compliance in all material respects with all applicable Healthcare Laws. Except as set forth on Schedule 3.12.1, none of ; (B) the Acquired Companies Company has not received during the past three (3) years any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any Healthcare Laws; and (C) there are no, and within the past three (3) years there have not been any Proceedings pending or, to the knowledge of the Company, threatened alleging any material non-compliance by the Company with respect to any Healthcare Laws.
3.12.2. The Acquired Companies (b) Except as set forth on Section 4.23(b) of the Disclosure Schedule: (A) the Company and its employees and independent contractors possess all material Permits required by all applicable Healthcare Laws necessary for the operation of the Business. The Acquired Companies areCompany as currently conducted, which Permits are set forth on Section 4.23(b) of the Disclosure Schedule; (B) none of such Permits will terminate as a result of the consummation of the transactions contemplated by this Agreement; (C) the Company is, and since December 31, 2011, have beenhas been during the past three (3) years, in compliance with such Permits in all material respects with such material Permitsrespects, and all of such material Permits are valid valid, in good standing and in full force and effect. There ; (D) there is no Action pending by or before any Governmental Authority pending, or, to the Company’s Knowledgeknowledge, threatened against, and there is no investigation by or before any Governmental Authority pending or, to against the Company’s Knowledge, threatened against, any Acquired Company, Company to revoke, withdraw, suspend, cancel, terminate or otherwise limit any such material Permit. None of ; (E) the Acquired Companies Company has not, during the past three (3) years, received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements ; and as set forth on Schedule 3.4(F) the Company has, in the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation ofpast three (3) years, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies have filed all necessary required reports and maintained and retain retained all necessary records pertaining to required by applicable Healthcare Laws, in each case in all of their respective material Permits. The Company has provided to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications theretorespects.
3.12.3. (c) Except as set forth on Schedule 3.12.3, Section 4.23(c) of the Disclosure Schedule: (A) all billing practices (including, without limitation, including billing, coding, filing, and claims practices, and the related reports and filings) of the Acquired Companies areCompany is, and since December 31, 2011, during the past three (3) years have been, in material compliance with applicable Healthcare Laws and all applicable Healthcare Lawsrequirements of Third Party Payors (“Third Party Payor Requirements”) in all material respects; (B) in the past three (3) years, the Company has paid or caused to be paid all known and undisputed material refunds, overpayments, discounts or adjustments, which have become due to any Governmental Authority or Third Party Payor; (C) the Company does not have any material reimbursement, payment or payment rate appeals, disputes or contested positions pending before any Governmental Authority or Third Party Payor and, except to the knowledge of the Company, none are threatened; (D) in the past three (3) years, the Company has not claimed or received any material reimbursements from Government Programs or Private Programs, directly or indirectly through Third Party Payors, in excess of amounts permitted by applicable Healthcare Laws or Third Party Payor Requirements, with the exception of payor overpayments received and adjusted, recouped, or refunded in the ordinary course of business; (E) in the past three (3) years, the right of the Company to receive reimbursements pursuant to any Government Program or Private Program has not been terminated, rescinded, suspended or otherwise adversely affected as set forth on Schedule 3.12.3a result of any Action by a Governmental Authority or Third Party Payor; and (F) to the knowledge of the Company, there is are no pending additional document requests made by Third Party Payors to which the Company has not responded. Within the past three (3) years, neither the Company nor, to the Company’s knowledge, any of its directors, managers, officers, employees, or independent contractors has submitted to any Third Party Payor any false or fraudulent claim for payment (as defined under the federal False Claims Act or counterpart state false claim laws), nor has the Company or, to the Company’s Knowledgeknowledge, threatened recoupmentany of their directors, denial of paymentmanagers, overpaymentofficers, employees, or independent contractors at any time knowingly violated any condition for participation of any Third Party Payor.
(d) Neither the Company nor any of its directors, officers, managers, employees or, to the Company’s knowledge, independent contractors has been in the past three (3) years or is currently: (A) suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 U.S.C. § 1320a-7b(f)); (B) subject to a civil monetary penalty action assessed under Section 1128A of the Social Security Act, sanctioned, indicted, or convicted of a crime, or pled nolo contendere or to sufficient facts, in connection with any allegation of violation of any Federal Health Care Program requirement or Law; (C) to the Company’s knowledge, charged with or investigated for a Federal Health Care Program related offense or a violation of applicable Laws related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, or obstruction of an investigation, or the unlawful manufacture, distribution, prescription, or dispensing of controlled substances; or (D) to the Company’s knowledge, subject to an investigation or proceeding against by any Acquired Company under any Government Program Governmental Authority that has resulted in or Healthcare Law or any other third party payor program.
3.12.4. Neither would reasonably be expected to result in any of the Acquired Companies actions described in the foregoing subsections (A), (B) or (C).
(e) Neither the Company nor, to the Company’s Knowledgeknowledge, any of their its directors, officers officers, employees, agents or managing contractors (while acting on behalf of the Company), have, during the past three (3) years, solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for any referral or generation of business in violation of any applicable Healthcare Law.
(f) Except as set forth on Section 4.23(f) of the Disclosure Schedule, the Company is not nor has been in the past three (3) years: (A) a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services or any other consent decree, judgment, order, settlement or similar agreement with a Governmental Authority; (B) to the Company’s knowledge, the subject of any investigation, program integrity review or audit conducted by any federal, state or local Governmental Authority; (C) to the Company’s knowledge, a defendant or named party in any qui tam/False Claims Act litigation; (D) subject to any mandatory or discretionary exclusion or suspension from Federal Health Care Program participation; (E) the subject of any investigation, program integrity review, audit or survey conducted by any federal, state or local Governmental Authority that resulted in a finding of any material improper activity or the Company’s receipt of either a written notice of deficiency or other written notice of any type of material violation of any Healthcare Law or Third Party Payor Requirement; or (F) the recipient of any search warrant, subpoena, civil investigative demand or similar inquiry from a Governmental Authority with jurisdiction in respect of any Healthcare Law. The Company has made available to Buyer true, correct and complete copies of each survey of the Company conducted by or on behalf of any Governmental Authority or Third Party Payor in the preceding three (3) years.
(g) Except as set forth on Section 4.23(g) of the Disclosure Schedule, for the past three (3) years, the Company has materially complied, and is currently in material compliance with, HIPAA and the applicable health care data privacy and security Laws of the states in which the Company operates. Except as set forth on Section 4.23(g) of the Disclosure Schedule, the Company has not, during the preceding three (3) years: (A) had any security or data breaches compromising or otherwise involving Protected Health Information, as that term is defined in HIPAA, that required notification under 45 C.F.R. § 164.406 or 45 C.F.R. § 164.408(b); (B) received any written notice from any Person alleging or referencing the investigation of any material breach or any materially improper use, disclosure or access to any Protected Health Information in its possession, custody or control; or (C) received any written communication from any Governmental Authority alleging that the Company is not in material compliance with HIPAA that has not been resolved; or (D) to the Company’s knowledge, otherwise violated HIPAA, or any applicable health care data privacy and security Laws. The Company has established and implemented such policies, programs, procedures, contracts (including business associate agreements), and systems as are necessary to comply with HIPAA in all material respects.
(h) Except as set forth on Section 4.23(h) of the Disclosure Schedules, in the past three (3) years and to the Company’s knowledge; (i) the Company has not entered into any material joint venture, partnership, co-ownership or other financial arrangement involving any ownership, lease or investment interest in or by the Company with an individual known by it to be a physician or an immediate family member of a physician; (ii) no institutional referral source of the Company maintains an ownership interest in, or compensation arrangement with, the Company; and (iii) no physician who has, or whose immediate family member has, a financial relationship (as such terms are defined in the Xxxxx Law), with the Company directly or indirectly makes (or has made) referrals, as that term is defined in the Xxxxx Law, to the Company or any predecessor business without complying with an applicable exception to the Xxxxx Law’s referral prohibition as set forth on Section 4.23(h) of the Disclosure Schedule.
(i) All employees and independent contractors of the Company possess, in all material respects, the necessary licenses, registrations, permits, certificates and qualifications, as required by applicable Healthcare Laws, Third Party Payor Requirements, state professional licensing agencies, and professional organizations to carry out their respective material duties to the Company. All of such licenses and certificates in effect are listed on Section 4.23(i) of the Disclosure Schedule. In the past three (3) years, to the Company’s knowledge, no such employee or independent contractor has (i) had any professional license, certification, Drug Enforcement Administration number (if applicable), Medicare, Medicaid or TRICARE provider number suspended or revoked, (ii) been reprimanded, sanctioned or disciplined by any state licensing board or any Governmental Authority, professional society, hospital, Third Party Payor or specialty board, or (iii) had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.
(j) The Company is not required, and has not been required during the past three (3) years, to file any cost reports in order to comply with applicable Government Program or Private Program requirements.
(k) The Company is not relying on any exemption from or deferral of any Healthcare Laws (other than applicable exceptions to the Xxxxx Law’s referral prohibition as set forth on Section 4.23(h) of the Disclosure Schedule).
(l) For the avoidance of doubt, and without limitation, “material” matters for purposes of this Section 4.23 shall include the following: (i) a substantial amount of money received by the Company or any predecessors of the Company in excess of the amount due and payable under any Government Program or Private Program requirements or Third Party Payor Requirements; (ii) a matter that a reasonable person would consider a probable violation of Law applicable to any Federal Health Care Program (as defined in 42 U.S.C. § 1320a-7b(f)) for which penalties or exclusion may be authorized; or (iii) the employment of or contracting with a Person who has been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC U.S.C. § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority that has resulted in or could result in such suspension, exclusion, or debarment; nor have any of the Acquired Companies or, to the Company’s Knowledge, any of their directors, officers or managing employees, received notice of any impending or potential exclusion or listing). None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the Company’s Knowledge, threatened.
3.12.5. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers, employees, contractors, or agents, have, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Healthcare Law.
3.12.6. None of the Acquired Companies (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (ii) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation.
3.12.7. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has received any written claim or notice, alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Information in its possession, custody or control.
3.12.8. Except as set forth on Schedule 3.12.8, the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies has, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any other provisions in this Agreement, the The representations and warranties included in this Section 3.12 4.23 and Section 4.26 (collectively, the “Health Care Representations”) are the only sole and exclusive representations and warranties made by the Company with respect to Healthcare Lawsin this Agreement concerning health care matters.
Appears in 1 contract
Healthcare Matters. 3.12.1. (i) Except as set forth on Schedule 3.12.1, Part 3.1(t)(i) of the Business isDisclosure Schedule: (A) the Merged Companies are, and have been at all times since December October 31, 2011 has been 2009, conducted, in material compliance with all Healthcare Laws, and (B) no Merged Company has received any written (or, to the Knowledge of the Company, oral) notice from any Governmental Entity regarding any violation of any Healthcare Laws. The Merged Companies maintain a compliance program consistent in all material respects with the criteria established by the Federal Sentencing Guidelines and the guidance of the Office of Inspector General of the Department of Health and Human Services, and the Merged Companies are and have at all times since October 31, 2009 been operated in compliance in all material respects with all Healthcare Laws. their compliance program.
(ii) Except as set forth on Schedule 3.12.1, none Part 3.1(t)(ii) of the Acquired Companies has received any written notice from any Governmental Authority since December 31, 2011, regarding any material violation of any Healthcare Laws.
3.12.2. The Acquired Disclosure Schedule: (A) the Merged Companies possess all material Permits required by all applicable Healthcare Laws necessary for the operation of the Business. The Acquired Merged Companies, which Permits are set forth on Part 3.1(t)(ii) of the Disclosure Schedule; (B) the Merged Companies are, and have been at all times since December October 31, 2011, have been2009, in compliance with such Permits in all material respects with such material Permitsrespects, and all of such material Permits are valid valid, in good standing and in full force and effect. There ; (C) there is no Action pending by or before any Governmental Entity pending, or, to the Company’s Knowledge, threatened against, and there is no investigation by or before against any Governmental Authority pending or, to the Company’s Knowledge, threatened against, any Acquired Company, Merged Company to revoke, suspend, or otherwise limit any such material Permit. None of the Acquired Companies ; (D) no Merged Company has received any written (or, to the Knowledge of the Company, oral) notice from any Governmental Authority since December 31, 2011, Entity regarding any material violation of any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements ; and as set forth on Schedule 3.4, (E) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Merged Companies have filed all necessary reports and maintained and retain retained all necessary records pertaining to all of their respective material Permits. The Company has provided to the Buyer correct and complete copies of each such material Permits, including all amendments and modifications theretorequired by applicable Healthcare Laws.
3.12.3. (iii) Except as set forth on Schedule 3.12.3, Part 3.1(t)(iii) of the Disclosure Schedule: (A) all billing practices (including, without limitation, billing, coding, filing, and claims practices, and the related reports and filings) of the Acquired Merged Companies are, and have been at all times since December October 31, 2011, have been2009, in material compliance with applicable Healthcare Laws in all material respects; (B) each of the Merged Companies has paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments, which have become due; (C) none of the Merged Companies has any reimbursement, payment or payment rate appeals, disputes or contested positions pending before any Governmental Entity and, to the Knowledge of the Company, none are threatened; (D) none of the Merged Companies has claimed or received reimbursements from Government Programs or Private Programs in excess of amounts permitted by applicable Healthcare Laws; and (E) the right of the Merged Companies to receive reimbursements pursuant to any Government Program or Private Program has not been terminated, andrescinded, except suspended or otherwise adversely affected as set forth a result of any Action by a Governmental Entity or third party payor.
(iv) The Merged Companies, as applicable, have timely filed all cost reports required to be filed on Schedule 3.12.3, there is no pending or prior to the date hereof in accordance with applicable Government Program requirements. All cost reports submitted by the Merged Companies to Government Programs have been prepared in all material respects in accordance with and in compliance with applicable Healthcare Laws and are complete and accurate in all respects. None of the Merged Companies has received written (or, to the Company’s Knowledge, threatened recoupment, denial of payment, overpayment, or penalty action or proceeding against any Acquired Company under any Government Program or Healthcare Law or any other third party payor program.
3.12.4. Neither any Knowledge of the Acquired Company, oral) notice of any dispute from any Governmental Entity regarding such cost reports, in each case other than with respect to adjustments in the ordinary course of business. None of the Merged Companies norhas received written (or, to the Knowledge of the Company’s Knowledge, oral) notice of audits or violations with respect to any cost reports, and to the Knowledge of the Company, no such audits or violations are threatened.
(v) Neither any Merged Company nor any of their directors, officers or managing employees has been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Authority Entity that has resulted in or could would reasonably be expected to result in such suspension, exclusion, or debarment; nor have has any of the Acquired Companies or, to the Company’s Knowledge, Merged Company or any of their directors, officers or managing employees, received notice of any impending or potential exclusion or listing. None of the Acquired Companies No Merged Company has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8, or been charged with or convicted of a crime described at 42 U.S.C. § 1320a-7b, and no such sanction or proceeding is pending or, to the Company’s Knowledge, threatened. To the Knowledge of the Company, no employee of the Merged Companies nor any independent contractor or vendor has been or is currently suspended, excluded or debarred from contracting with the United States federal or any state government or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or is subject to an investigation or proceeding by any Governmental Entity that has resulted in or would reasonably be expected to result in such suspension, exclusion, or debarment.
3.12.5. (vi) Neither any of the Acquired Companies nor, to the Company’s Knowledge, Merged Company nor any of their directors, officers, employees, contractors, contractors or agents, have, solicited, received, paid or offered to pay any remuneration, directly or indirectly, made overtly or offered to makecovertly, in cash or solicited or receivedin kind, for any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement to any Person or entered into any financial arrangement, regardless of form, referral in violation of any applicable Healthcare Law.
3.12.6. None (vii) Except as set forth on Part 3.1(t)(vii) of the Acquired Companies Disclosure Schedule, no Merged Company is or has been since October 31, 2009: (iA) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human ServicesServices or any other consent decree, judgment, order, settlement or similar agreement with a Governmental Entity, (iiB) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation investigation, program integrity review or audit conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or Entity, (iiiC) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation, (D) subject to any mandatory or discretionary exclusion or suspension from Federal program participation, or (E) been the subject of any investigation, program integrity review, audit or survey conducted by any federal, state or local Governmental Entity that resulted in a finding of any alleged improper activity or the Merged Company’s receipt of either a notice of deficiency or other notice of any type of violation of any Healthcare Law. The Company has made available to Parent true, correct and complete copies of each survey of the Merged Companies conducted in the preceding three (3) years.
3.12.7. (viii) Except as set forth on Schedule 3.12.7, none Part 3.1(t)(viii) of the Acquired Companies has Disclosure Schedule, no Merged Company has: (A) had any security or data breaches compromising or otherwise involving Personal Protected Health Information. Except , as set forth on Schedule 3.12.7that term is defined in HIPAA, none of the Acquired Companies has that required notification under 45 C.F.R. § 164.406 or 45 C.F.R. § 164.408(b); (B) received any written claim or notice, notice alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Protected Health Information in its possession, custody or control; (C) has received any written (or, to the Knowledge of the Company, oral) communication from any Governmental Entity alleging that any of the Merged Companies are not in compliance with HIPAA that has not been resolved, and (D) no event has occurred that required any Merged Company to provide notification to any Governmental Entity under any state privacy and/or breach notification Laws. The Merged Companies, as applicable, have established and implemented such policies, programs, procedures, contracts and systems as are necessary to comply with HIPAA in all material respects as in effect as of the date hereof.
3.12.8(ix) Each of the home health agencies of the Merged Companies (the “Agencies”) enrolled in the Medicare program more than three (3) years prior to the date hereof and obtained its provider number listed in Part 3.1(t)(ii) of the Disclosure Schedule more than three (3) years prior to the date hereof. The related Merged Company has continuously owned and operated the business of such Agency under such provider numbers for more than three (3) years prior to the date hereof and there has been no “change in majority ownership” (as defined in C.F.R. § 424.502) of such Agency under Medicare regulations during such three (3) year period.
(x) Except as set forth on Schedule 3.12.8, the consummation Part 3.1(t)(x) of the Contemplated Transactions does not constituteDisclosure Schedule, and (i) none of the Acquired Merged Companies has entered into any joint venture, partnership, co-ownership or other financial arrangement involving any ownership, lease or investment interest in or by the Merged Companies with an individual known by it to be a physician or an immediate family member of a physician; (ii) no institutional referral source of the Merged Companies maintains an ownership interest in, or compensation arrangement with, the Merged Companies; and (iii) no physician who has, since December 31, 2011, engaged in any transaction that constitutesor whose immediate family member has, a “change financial relationship (as such terms are defined in majority ownership,” the Xxxxx Law), with any Merged Company directly or indirectly makes (or has made) referrals, as that term applies is defined in the Xxxxx Law, to any Merged Company or any predecessor business without complying with an applicable exception from the Xxxxx Law’s referral prohibition as set forth on Part 3.1(t)(x) of the Disclosure Schedule.
(xi) All employees and independent contractors of the Merged Companies possess the necessary licenses, certificates and qualifications, as required by applicable Healthcare Laws, to carry out their respective duties to the Merged Companies, all of which licenses and certificates are listed on Part 3.1(t)(xi) of the Disclosure Schedule. No such employee or independent contractor has (i) had any professional license, Drug Enforcement Agency number (if applicable), Medicare, Medicaid or TRICARE provider number suspended or revoked, (ii) been reprimanded, sanctioned or disciplined by any state licensing board or any Governmental Entity, professional society, hospital, third party payor or specialty board, or (iii) had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.
(xii) The Merged Companies are not relying on any exemption from or deferral of any Healthcare Laws (other than applicable exceptions from the Xxxxx Law’s referral prohibition as set forth on Part 3.1(t)(x) of the Disclosure Schedule).
(xiii) For the avoidance of doubt, and without limitation, “material” matters for purposes of this Section 3.1(t) shall include the following: (i) a substantial amount of money received by the Merged Companies or any predecessors from whom the Merged Companies acquired any Medicare or Medicaid provider number for home health services in excess of the amount due and payable under the related any Federal Health Care Program (as defined in 42 C.F.R. USC § 424.550(b1320a-7b(f)) and related Healthcare Laws. Notwithstanding requirements; (ii) a matter that a reasonable person would consider a probable violation of Law applicable to any other provisions Federal Health Care Program (as defined in this Agreement42 USC § 1320a-7b(f))for which penalties or exclusion may be authorized; or (iii) the employment of or contracting with a Person who has been or is currently suspended, excluded or debarred from contracting with the representations and warranties included United States federal or any state government or from participating in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Lawsany Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)).
Appears in 1 contract
Samples: Merger Agreement (Amedisys Inc)
Healthcare Matters. 3.12.1. Except as set forth on Schedule 3.12.1, the Business is(a) The Company and its Subsidiaries are, and since December 31, 2011 has have been conductedduring the last three (3) years, in compliance in all material respects with all Healthcare Laws. Except as set forth on Schedule 3.12.1During the last three (3) years, none neither the Company nor any of the Acquired Companies its Subsidiaries has received any written notice from any Governmental Authority since December 31, 2011, regarding any actual or alleged violation in any material violation of respect of, or failure to be in compliance in any material respect with, any Healthcare Laws.
3.12.2. (b) (i) The Acquired Companies possess Company and each of its Subsidiaries possesses all material Permits required by all applicable Healthcare Laws necessary for the operation of the Business. The Acquired Companies are; (ii) the Company and each of its Subsidiaries has been, and since December 31, 2011, have beenduring the last three (3) years, in compliance in all material respects with such material Permits, and all of such material Permits are valid and in full force and effect. There is no Action pending or, to the Company’s Knowledge, threatened against, and ; (iii) there is no action or investigation by or before any Governmental Authority pending or, to the CompanySeller’s Knowledge, threatened against, against the Company or any Acquired Company, of its Subsidiaries to revoke, suspend, or otherwise limit materially restrict any such material Permit. None ; (iv) neither the Company nor any of its Subsidiaries has received, during the Acquired Companies has received last three (3) years, any written notice from any Governmental Authority since December 31, 2011, regarding any actual or alleged material violation of of, or failure to be in compliance in all material respects with, any such material Permit or any revocation, withdrawal, suspension, cancellation or termination of any such material Permit. Except with respect to provider agreements ; and as set forth on Schedule 3.4, (v) the execution Company and delivery each of this Agreement and the consummation of the Contemplated Transactions will not result in any breach or other violation of, or require any consent, waiver, approval, or order issued by, declaration of, or filing with any Governmental Authority with respect to any such material Permit. The Acquired Companies have its Subsidiaries has filed all necessary material reports (or corrected in or supplemented such reports by a subsequent filing) and maintained and retain retained all necessary records required by applicable Healthcare Laws pertaining to all of their its respective material Permits. The Company has provided Permits are renewable by their terms or in the ordinary course of business consistent with past practice, without the need to the Buyer correct and complete copies of each such comply with any special qualification procedures or to pay any material Permits, including all amendments and modifications theretofines or penalties other than routine filing fees.
3.12.3. Except as set forth on Schedule 3.12.3, all billing practices (including, without limitation, billing, coding, filing, and claims practicesc) None of the Acquired Companies areCompany, and since December 31, 2011, have been, in material compliance with all applicable Healthcare Laws, and, except as set forth on Schedule 3.12.3, there is no pending or, to any of the Company’s Knowledge, threatened recoupment, denial of payment, overpaymentSubsidiaries, or penalty action or proceeding against any Acquired Company under any Government Program or Healthcare Law or any other third party payor program.
3.12.4. Neither any of the Acquired Companies nor, to the Company’s Knowledge, any of their respective directors, officers or managing employees has been during the last three (3) years or is currently suspended, excluded or debarred from contracting with the United States federal or any state government Governmental Authority or from participating in any Federal Health Care Program (as defined in 42 USC § 1320a-7b(f)) or or, to Seller’s Knowledge, is subject to an investigation or proceeding Proceeding by any Governmental Authority that has resulted in or could would reasonably be expected to result in such suspension, exclusion25
(d) To Seller’s Knowledge, or debarment; nor have any none of the Acquired Companies or, to the Company’s Knowledge, or any of their directorsits Subsidiaries’ respective professionals and personnel have, officers or managing employeesduring the last three (3) years: (i) been excluded, received notice of any impending or potential exclusion or listing. None of the Acquired Companies has been subject to sanction pursuant to 15 U.S.C. § 41 et seq. or 42 U.S.C. § 1320a-7a or 1320a-8suspended, debarred, or terminated from participation in any Government Program or prohibited from contracting with the federal government, (ii) been charged with included on any federal or convicted state exclusion list, including the Office of a crime described at 42 U.S.C. § 1320a-7bInspector General’s List of Excluded Individuals (LEIE), the System Award Management (XXX) excluded parties list, and any state Medicaid exclusion list, (iii) had a professional license or certification, Drug Enforcement Administration registration (as applicable), Government Program provider status, suspended, terminated, restricted or revoked, or (iv) had staff privileges at any health care facility suspended, restricted, terminated, or revoked for a reason relating to patient care.
(e) The Company has conducted all billing and collection practices in material compliance with all Healthcare Laws and the conditions for participation, contracts, rules, regulations, and requirements of all Government Programs in all material respects.
(f) There is no such sanction material Proceeding, investigation or proceeding is survey pending or, to the CompanySeller’s Knowledge, threatened.
3.12.5. Neither threatened by any of the Acquired Companies nor, to the Company’s Knowledge, any of their directors, officers, employees, contractors, or agents, have, directly or indirectly, made or offered to make, or solicited or received, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or inducement third-party payor programs with respect to any Person or entered into any financial arrangement, regardless of form, in violation of any applicable Healthcare Law.
3.12.6. None of the Acquired Companies (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (ii) is, to the Company’s Knowledge, the subject of any Governmental Authority investigation program conducted by any federal, state or local Governmental Authority except as set forth on Schedule 3.12.6 or (iii) is, to the Company’s Knowledge, a defendant or named party in any unsealed qui tam/False Claims Act litigation.
3.12.7. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has had any security or data breaches compromising or otherwise involving Personal Information. Except as set forth on Schedule 3.12.7, none of the Acquired Companies has received any written claim or notice, alleging or referencing the investigation of any breach or the improper use, disclosure or access to any Personal Information in its possession, custody or control.
3.12.8. Except as set forth on Schedule 3.12.8, the consummation of the Contemplated Transactions does not constitute, and none of the Acquired Companies has, since December 31, 2011, engaged in any transaction that constitutes, a “change in majority ownership,” as that term applies in 42 C.F.R. § 424.550(b) and related Healthcare Laws. Notwithstanding any other provisions in this Agreement, the representations and warranties included in this Section 3.12 are the only representations and warranties made by the Company with respect to Healthcare Lawsor its Subsidiaries.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Molina Healthcare Inc)
