Common use of Inspections and Investigations Clause in Contracts

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached hereto, (i) no Company Entity’s right to receive reimbursements pursuant to any Government Program or Private Program has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority or other third party, (ii) neither any of the Company Entities, nor to the Knowledge of the Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities has, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entity, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individual, and no Company Entity has received any notice of deficiency during the past three years that has not been corrected in the ordinary course of business, (iii) there are not presently, and at the Closing Date there will not be, any outstanding deficiencies of any governmental authority having jurisdiction over any of the Company Entities, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs, and (iv) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Company has made available to Parent true, correct and complete copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21.

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached heretothe Parent SEC Reports, (i) no Company EntityParent’s right to receive reimbursements pursuant to any Government Program or Private Program has not been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority or other third party, (ii) neither any of the Company EntitiesParent, nor to the Knowledge of the CompanyParent, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities Parent has, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entity, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individual, and no Company Entity Parent has not received any notice of deficiency during the past three (3) years that has not been corrected in the ordinary course of business, (iii) there are not presently, and at the Closing Date there will not be, any outstanding deficiencies of any governmental authority having jurisdiction over any of the Company EntitiesParent, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs, Programs and (iv) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Company has made available to Parent true, correct and complete copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21.

Inspections and Investigations. Except as set forth and described in on Schedule 5.21 attached hereto2.20, (i) no Company Entityneither Seller’s right nor the right of any licensed professional or other individual affiliated with the Business to receive reimbursements pursuant to any Government Program or Private Program has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Regulatory Authority or other third party, (ii) neither any of the Company EntitiesSeller, nor to the Knowledge of the Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities Business on behalf of Seller has, during the past three (3) years, has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entityRegulatory Xxxxxxxxx, xxxxx association, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individual, and no Company Entity nor has Seller received any notice of deficiency during the past three (3) years that has not been corrected in connection with the ordinary course operations of businessthe Business, (iii) there are not presently, and at the Closing Date there will not be, any outstanding deficiencies or work orders of any governmental authority Regulatory Authority having jurisdiction over any of the Company EntitiesBusiness or the Assets, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs, and (iv) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities Business or the Assets to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory for the Business so as to conform to or comply with any existing lawLaw, code, rule, regulation or standard. The Company has made available Attached to Parent true, correct and complete Schedule 2.20 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21therein.

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached hereto, 5.24: (i) no Company Entity’s each of the Companies’ and the Companies’ Subsidiaries’, as applicable, right to receive reimbursements pursuant to any Government Program or Private Program has not been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority or other third party, ; (ii) neither any none of the Company Entities, Companies nor to the Knowledge of the Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities has, Companies’ Subsidiaries has during the past three (3) years, been the subject of any non-ordinary course inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entityGovernmental Authority, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individualentity, and no Company Entity none of the Companies nor the Companies’ Subsidiaries has received any written notice of material deficiency during the past three (3) years that has not been corrected in the ordinary course of business, connection with its operations; (iii) there are not presently, and at the Closing Date Date, there will not be, any outstanding deficiencies or work orders of any governmental authority Governmental Authority having jurisdiction over any of the Company EntitiesCompanies or the Companies’ Subsidiaries, or requiring conformity to any applicable agreement, statute, regulation, ordinance Law or bylawbylaw or rule, including but not limited to, the Government Programs and Private Programs, ; and (iv) to the Companies’ knowledge, there is not any written notice of any claim, requirement or demand of any licensing or certifying agency Governmental Authority or other third party supervising or having authority over any of the Company Entities Companies or the Companies’ Subsidiaries or their operations to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation Law or standard. The Company has made available Companies have provided to Parent true, correct Buyer true and complete copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21on Schedule 5.24, other than any such items that are protected by the attorney-client privilege or other applicable privilege (a list of such privileged items has been provided to Buyer).

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached heretoSection 3.22 of the Company Disclosure Schedule, (i) no Company Entity’s right to receive reimbursements pursuant to any Government Program or Private Program has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority or other third partyneither the Company, (ii) neither any of the Company Entitiesnor, nor to the Knowledge knowledge of the Company, any licensed professional or other individual who provides services in connection affiliated with the operation of the facilities operated by Company or who has provided services to the Company Entities has, during the past three (3) years, has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entityGovernmental Xxxxxxxxx, xxxxx association, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of the Company or such individualindividual where such alleged improper activity related to the operations of the Company, and no nor has any Company Entity has received any notice of deficiency during the past three years that has not been corrected in connection with the ordinary course operations of its business, (iiiii) there are not presently, and at the Closing Date there will not be, any outstanding deficiencies or work orders of any governmental authority Governmental Authority having jurisdiction over the Company or any of the Company Entitiesits assets or properties, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs, and (iviii) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities or its assets or properties to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Attached as part of Section 3.22 of the Company has made available to Parent true, correct and complete Disclosure Schedule are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21therein.

Inspections and Investigations. Except as set forth and described in on Schedule 5.21 attached hereto, 4(r) of the Disclosure Schedule: (i) to Xx. Xxxxx’x Knowledge, no right of any Company Entity’s nor the right of any licensed professional or other individual employed by or under contract or otherwise engaged by any Seller or any Company to receive reimbursements pursuant to any Government Program government program or Private Program private non-governmental program under which any Company directly or indirectly receives payments (“Payor Programs”) has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority federal or state governmental regulatory authority or other third party, ; (ii) neither any of the Company Entitiesto Xx. Xxxxx’x Knowledge, no Company, nor to the Knowledge of the Dr. Fireman or any individual employed or otherwise engaged by any Seller or any Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities has, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, or monitoring or other form of review by any governmental regulatory entity, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individualactivity; (iii) to Xx. Xxxxx’x Knowledge, and no Company Entity has Seller or any Company, Dr. Fireman or any individual employed or otherwise engaged by any Company, received any notice of deficiency during the past three (3) years that has not been corrected in connection with the ordinary course operations of businessthe business conducted by the Companies; and (iv) to Xx. Xxxxx’x Knowledge, (iii) there are not presently, and at the Closing Date there will not be, presently any outstanding deficiencies of or work orders related to the business conducted by any Company, nor to Xx. Xxxxx’x Knowledge, Dr. Fireman or any individual employed or otherwise engaged by any Company, issued by any governmental authority having jurisdiction over any of the Company Entities, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Payor Programs, and (iv) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Company has made available to Parent true, correct and complete copies Copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in disclosed on Schedule 4(r) of the Disclosure Schedule have been delivered to MRTMS prior to the execution of this Section 5.21Agreement.

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached hereto, (i) no Company Entity’s Neither Sellers' right nor to Sellers' Knowledge the right of any licensed professional or other individ- ual affiliated with Sellers to receive reimbursements pursuant to any Government Program or Private Program relating to Sellers' Business has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority federal or state governmental regulatory authority or other third party, (ii) neither any of the Company Entities, . Neither Sellers nor to the Sellers' Knowledge of the Company, any licensed professional or other individual who provides services in connection affiliated with the operation of the facilities operated by the Company Entities hasSellers have, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entity, trade association, professional review organization, accrediting organization or certifying agency based upon for the purpose of any alleged improper activity on the part of such individual, and no Company Entity has nor have Sellers received any notice of deficiency during the past three years that has not been corrected in the ordinary course of business, (iii) there connection with Sellers' Business. There are not presently, and at the Closing Date there will not be, any outstanding deficiencies or work orders of any governmental authority having jurisdiction over any of the Company EntitiesSellers or other third party, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylawbylaw relating to Sellers' Business, including but not limited to, the Government Programs and Private Programs, and (iv) there . There is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over Sellers or the Company Entities Facility to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Company has made available to Parent true, correct and complete Attached as part of Schedule 3.25 are copies of all reports, correspondence, notices ------------- and other documents relating to any matter described or referenced in this Section 5.21therein.

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached hereto5.21, (i) no neither any Company Entity’s 's right nor to the Knowledge of the Company, the right of any licensed professional or other individual affiliated with any Company Entity to receive reimbursements pursuant to any Government Program or material Private Program has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Regulatory Authority or other third party, (ii) neither any of the Company Entities, nor to the Knowledge of the Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities has, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entity, trade association, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individual, and no Company Entity has received any notice of deficiency during the past three (3) years that has not been corrected in the ordinary course of business, (iii) there are not presently, and at the Closing Date there will not be, any no outstanding deficiencies or work orders of any governmental authority having jurisdiction over any of the Company Entities, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs, and (iv) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Company has made available to the Parent true, correct and complete copies of all requested reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21.

Inspections and Investigations. Except as set forth and described in Schedule 5.21 attached hereto, Section 2.13: (ia) no Company Entityneither the Business’s right nor, to the knowledge of the Seller, the right of any licensed professional or other individual affiliated with the Business to receive reimbursements pursuant to any Government Program or Private Program has been terminated or otherwise adversely affected in any material respect as a result of any investigation or action whether by any Governmental Authority federal or state governmental regulatory authority or other third party, ; (iib) neither any to the knowledge of the Company EntitiesSeller, neither the Business nor to the Knowledge of the Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by the Company Entities is a party to an Assigned Contract, has, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any governmental regulatory entity, trade association, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individual, and no Company Entity nor has Seller received any notice of deficiency during the past three years that has not been corrected in connection with the ordinary course operations of business, the Business; (iiic) there are not presently, and at the Closing Date there will not be, any outstanding deficiencies or work orders of any governmental authority having jurisdiction over any of the Company EntitiesBusiness, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs, ; and (ivd) there is not any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Company Entities Business to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory so as to conform to or comply with any existing law, code, rule, regulation or standard. The Company has made available to Parent true, correct and complete Attached as part of Section 2.13 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced in this Section 5.21therein.