Common use of Inspections and Investigations Clause in Contracts

Inspections and Investigations. Except as set forth and described in the Parent SEC Reports, (i) Parent’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 Parent, nor to the Knowledge of Parent, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by 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 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 Parent, 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 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.

Inspections and Investigations. Except as set forth and described in the Parent SEC Reportson Schedule 2.20, (i) Parentneither 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 not 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 ParentSeller, nor to the Knowledge of Parent, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent 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 Parent nor has not 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 Parentthe Business 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 Programs, and (iv) there is not any 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. Attached to Schedule 2.20 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth and described in the Parent SEC ReportsSchedule 5.21 attached hereto, (i) Parentno Company Entity’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 Parentany of the Company Entities, nor to the Knowledge of Parentthe Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent 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 Parent no Company Entity 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 Parentany 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 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 the Parent SEC Reports, Schedule 5.24: (i) Parent’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 Parent, nor to the Knowledge of Parent, any licensed professional or other individual who provides services in connection with the operation none of the facilities operated by Parent has, Companies nor the 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 Parent none of the Companies nor the Companies’ Subsidiaries has not 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 Parentany of the Companies 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 Programs; and (iv) to the Companies’ knowledge, there is not any 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 Companies have provided to Buyer true and complete copies of all reports, correspondence, notices and other documents relating to any matter described or referenced on 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 Section 3.22 of the Parent SEC ReportsCompany Disclosure Schedule, (i) Parent’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 partyneither the Company, (ii) neither Parentnor, nor to the Knowledge knowledge of Parentthe Company, any licensed professional or other individual who provides services in connection affiliated with the operation of Company or who has provided services to the facilities operated by Parent has, Company 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 Parent nor has not 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 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 Parentthe Company or any of its 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 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. Attached as part of Section 3.22 of the Company Disclosure Schedule are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth and described in Section 2.13: (a) neither the Parent SEC Reports, (i) ParentBusiness’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 not 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 Parent, nor to the Knowledge knowledge of Parentthe Seller, neither the Business nor any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent 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 Parent nor has not Seller received any notice of deficiency during the past three years in connection with the operations of the Business; (3) years that has not been corrected in the ordinary course of 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 Parentthe Business, 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 (ivd) there is not any 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. Attached as part of Section 2.13 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth and described in Neither Sellers' right nor to Sellers' Knowledge the Parent SEC Reports, (i) Parent’s 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 not 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 Parent, . Neither Sellers nor to the Sellers' Knowledge of Parent, any licensed professional or other individual who provides services in connection affiliated with the operation of the facilities operated by Parent 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 Parent has not nor have Sellers received any notice of deficiency during the past three (3) 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 ParentSellers 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 Programs. There is not any 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. Attached as part of Schedule 3.25 are copies of all reports, correspondence, notices ------------- and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth and described in the Parent SEC ReportsSchedule 5.21, (i) Parent’s neither any Company Entity'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 not 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 Parentany of the Company Entities, nor to the Knowledge of Parentthe Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent 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 Parent no Company Entity 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 no outstanding deficiencies or work orders of any governmental authority having jurisdiction over Parentthe 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 Programs, and (iv) there is not any 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 on Schedule 4(r) of the Parent SEC Reports, Disclosure Schedule: (i) Parent’s to Xx. Xxxxx’x Knowledge, no right of any Company 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 not 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 Parentto Xx. Xxxxx’x Knowledge, no Company, nor to the Knowledge of ParentDr. 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 Parent 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 Parent has not no 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 Parent, any Company or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs Payor Programs. Copies of all reports, correspondence, notices and Private Programs and (ivother documents relating to any matter disclosed on Schedule 4(r) there is not any notice of any claim, requirement or demand the Disclosure Schedule have been delivered to MRTMS prior to the execution 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 standardthis Agreement.

Inspections and Investigations. Except as set forth and described in the Parent SEC ReportsSchedule 2.24, (i) Parent’s no right of Seller, nor, to the knowledge of Seller, the right of any licensed professional or other individual directly or contractually affiliated with Seller, to receive reimbursements pursuant to any Government Program or Private Program Payor’s program has not been terminated or otherwise adversely affected in any material respect as a result of any investigation or action action, whether by any Governmental Regulatory Authority or other third party, (ii) neither ParentSeller, nor nor, to the Knowledge knowledge of ParentSeller, any licensed professional or other individual directly or contractually affiliated with Seller or who provides has provided services in connection with the operation of the facilities operated by Parent has, to Seller 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 Parent nor has not 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 Seller’s business, (iii) to the best knowledge of Seller, 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 ParentSeller, or its Business or Assets, or requiring conformity to any applicable agreement, statute, regulation, ordinance Law or bylaw, including but not limited to, the Government Programs and Private Programs Payor programs, and (iv) to the best knowledge of Seller, there is not any 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 Seller, or its Business or Assets, 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. Attached as part of Schedule 2.24 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth and described in the Parent SEC Reportson Schedule 2.21, (i) Parentno Seller’s right, nor, to the Knowledge of Sellers, the right of any licensed professional or other individual affiliated with the Pharmacy Business 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 Regulatory Authority or other third party, (ii) neither Parentno Seller, nor to the Knowledge of Parent, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent Pharmacy Business on behalf of any Seller 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 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 Parent nor has not any 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 Pharmacy 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 Parentthe Pharmacy Business 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 Programs, and (iv) there is not any 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 Pharmacy Business or the Assets to rework or redesign any part thereof or to provide additional furniture, fixtures, equipment, appliances or inventory for the Pharmacy Business so as to conform to or comply with any existing lawLaw, code, rule, regulation or standard. Attached to Schedule 2.21 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth and described in Schedule 2.18, with respect to the Parent SEC Reports, Business: (i) Parenteach Seller’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 Regulatory Authority or other third party, ; (ii) neither Parent, nor to the Knowledge of Parent, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent has, no Seller 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 entityRegulatory Authority, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity on the part of such individualSeller, and Parent no Seller has not received any 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 there will not be, any outstanding deficiencies or work orders of any governmental authority Regulatory Authority having jurisdiction over Parentany Seller, or other third party, 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 Programs; and (iv) to the knowledge of each Seller, there is not any notice of any claim, requirement or demand of any licensing or certifying agency Regulatory Authority or other third party supervising or having authority over the Company Entities any Seller or its 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. Sellers have provided to Purchasers true and complete copies of all reports, correspondence, notices and other documents relating to any matter described or referenced on Schedule 2.18, 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 Purchasers).

Inspections and Investigations. Except as set forth and described in Section 3.23 of the Parent SEC ReportsDisclosure Letter: (a) neither the Company's right nor, (i) Parent’s to the Knowledge of the Company, the right of any licensed professional or other individual affiliated with the Company to receive reimbursements pursuant to any Government Program government program or Private Program 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 federal or state governmental regulatory authority or other third party, ; (iib) neither Parentthe Company, nor nor, to the Knowledge of Parentthe Company, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent is a party to a 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 Parent nor has not the Company received any notice of deficiency during the past three years in connection with the operations of its business; (3) years that has not been corrected in the ordinary course of 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 Parentthe Company, 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 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. Attached as part of Section 3.23 of the Disclosure Letter are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.

Inspections and Investigations. Except as set forth No Regulated Company or Business, no licensed professional or other individual affiliated with the PSI Companies or any Business of the PSI Companies, and, to the knowledge of the PSI Companies after due and described in reasonable inquiry, no licensed professional or other individual affiliated with the Parent SEC Reportsother Regulated Companies or any Business of such Regulated Companies, (i) Parent’s has had its, his or her 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 federal or state governmental regulatory authority or other third party. Except as described on SCHEDULE 5.34, (ii) neither Parentno Regulated Company or Business, nor and, to the Knowledge knowledge of Parentthe PSI Companies after due and reasonable inquiry, any no licensed professional or other individual who provides services in connection is a party to a contract with the operation of the facilities operated by Parent any Regulated Company, 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 Regulated Company, Business or individual, and Parent no Regulated Company has not received any notice of deficiency during the past three (3) years that has not been corrected in connection with the ordinary course operation of businessthe Business. Except as described on SCHEDULE 5.34, (iii) there are not no 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 Parentany Business, 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) Programs. Except as described on SCHEDULE 5.34, there is not any 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 any 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.

Inspections and Investigations. Except as set forth and described in the Parent SEC ReportsSchedule 2.37, (i) Parent’s neither Sunrise's right nor, to the knowledge of the Seller, the right of any licensed professional or other individual affiliated with Sunrise 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 federal or state governmental regulatory authority or other third party, (ii) neither ParentSunrise, nor nor, to the Knowledge knowledge of Parentthe Sellers, any licensed professional or other individual who provides services in connection with the operation of the facilities operated by Parent Sunrise's business 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 Parent nor has not Sunrise received any notice of deficiency during the past three (3) years that has not been corrected in connection with the ordinary course operations of its 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 having jurisdiction over ParentSunrise, 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 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 Sunrise 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. Attached as part of Schedule 2.37 are copies of all reports, correspondence, notices and other documents relating to any matter described or referenced therein.