Institutional Pharmacy Business. (a) The Company beneficially owns or has a valid leasehold interest in each Company pharmacy utilized by the Company or its Subsidiaries in connection with its pharmacy business. No other Person has any beneficial ownership or interest in or to any such pharmacy nor does any other Person have any right or option to acquire any beneficial ownership or interest in or to any such pharmacy.
(b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company and its Subsidiaries have not violated, and are not now in violation of, 42 U.S.C. 'SS''SS' 1320a-7, 1320a-7a, 1320a-7b, 1395nn or 1396b.
(c) Except as could not, individually or in the aggregate, reasonably be expected to prejudice the ability of Parent or any of its Subsidiaries to obtain required licenses or permits as of and after the Closing or to materially interfere with or limit the institutional pharmacy business of Parent or any of its Subsidiaries after the Closing on an ongoing basis and, except as set forth in the Company SEC Documents filed prior to the date hereof, (i) the Company and its Subsidiaries are duly licensed to provide pharmacy services in all states in which they do business, and also are participants in the Medicare program and the Medicaid programs of such states and (ii) the Company and its Subsidiaries are in material compliance with all Applicable Laws affecting (A) such licenses and (B) the participation by the Company's pharmacies in the Medicare and Medicaid programs.
Institutional Pharmacy Business. (b) Section 4.32 of the GranCare Disclosure Statement lists all of the customers to which GranCare and its Subsidiaries provide pharmacy services pursuant to oral or written contracts ("GranCare Pharmacy Contracts"). GranCare has not been informed and has no reason to believe that any GranCare Pharmacy Contract will be terminated for or without cause. Each of the Subsidiaries of GranCare involved in the Skilled Nursing Business listed on Schedule 4.16 of the GranCare Disclosure Schedule has agreements for the provision of institutional pharmacy services in form and substance equivalent to the form of agreement set forth in Section 4.32 of the GranCare Disclosure Schedule (each a "Pharmacy Agreement").
(c) GranCare has not violated, and is not now in violation of, the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, the Civil Monetary Penalties Law of the Social Security Act, or any other Federal or State law, statute, rule or regulation relating to GranCare and its Subsidiaries.
(d) GranCare is duly licensed to provide pharmacy services in all states in which it does business, and is also a participant in the Medicare program and the Medicaid programs of the states listed in Section 4.08 of the GranCare Disclosure Statement. GranCare is in compliance with all laws, rules and regulations affecting or in connection with the Pharmacies, GranCare and their licenses with respect thereto and their participation in the Medicare and Medicaid programs.
(e) GranCare has delivered or made available true and correct billing requests for reimbursement and underlying information to all governmental programs, including but not limited to the Medicare and Medicaid programs, in compliance with all rules, regulations, policies and procedures of such governmental programs and of the fiscal intermediaries of such programs. To the best of GranCare's knowledge all such xxxxxxxx were for goods actually provided, and at appropriate charges or costs, and GranCare has appropriate documentation to support such billing requests.
Institutional Pharmacy Business. The Company beneficially owns or has a valid leasehold interest in each Company pharmacy utilized by the Company or its Subsidiaries in connection with its pharmacy business. No other Person has any beneficial ownership or interest in or to any such pharmacy, nor does any other Person have any right or option to acquire any beneficial ownership or interest in or to any such pharmacy.
Institutional Pharmacy Business. Each Seller is duly licensed to provide the Services and the other similar products and services which it provides in the states listed in Schedule 5.10 hereto, and is also a provider under the Medicare program and the Medicaid programs of such states except as otherwise disclosed in Schedule 5.10.
Institutional Pharmacy Business. (b) Section 3.31 of the Vitalink Disclosure Statement lists all of the customers to which Vitalink and its Subsidiaries provide pharmacy services pursuant to oral or written contracts. Vitalink has not been informed and has no reason to believe that any Vitalink Pharmacy Contract will be terminated for or without cause.
(c) Vitalink has not violated, and is not now in violation of, the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, the Civil Monetary Penalties Law of the Social Security Act, or any other federal or state law, statute, rule or regulation relating to Vitalink and its Subsidiaries.
(d) Vitalink is duly licensed to provide pharmacy services in all states in which it does business, and is also a participant in the Medicare program and the Medicaid programs of the states listed in Section 3.07 of the Vitalink Disclosure Statement. Vitalink is in compliance with all laws, rules and regulations affecting or in connection with the Pharmacies, Vitalink and their licenses with respect thereto and their participation in the Medicare and Medicaid programs.
(e) Vitalink has delivered or made available true and correct billing requests for reimbursement and underlying information to all governmental programs, including but not limited to the Medicare and Medicaid programs, in compliance with all rules, regulations, policies and procedures of such governmental programs and of the fiscal intermediaries of such programs. To the best of Vitalink's knowledge all such xxxxxxxx were for goods actually provided, and at appropriate charges or costs, and Vitalink has appropriate documentation to support such billing requests.
Institutional Pharmacy Business. (a) Section 4.30(a) of the Bevexxx Xxxclosure Statement lists each Pharmacy utilized by Bevexxx xx connection with its pharmacy business and indicates (i) the location of such Pharmacy, (ii) whether such Pharmacy premises are owned or held pursuant to a leasehold interest, management contract or otherwise and (iii) whether any other person or entity has any beneficial ownership or interest in or to any such Pharmacy or any right or option to acquire any beneficial ownership or interest in or to any such Pharmacy.
(b) Section 4.30(b) of the Bevexxx Xxxclosure Statement lists all of the customers to which Bevexxx xxx its Subsidiaries provide pharmacy services pursuant to oral or written contracts which generated revenues in excess of $5,000,000 for the year ended December 31, 1996 ("Bevexxx Xxxrmacy Contracts"). Bevexxx xxx not been informed and has no reason to believe that any Bevexxx Xxxrmacy Contract will be terminated for or without cause.
(c) Except for Remaining Health Care Liabilities for which, as between NBHI on the one hand and Bevexxx xxx Capstone on the other hand, NBHI shall be solely liable, none of Bevexxx xxx any of its Subsidiaries has violated or is in violation of any law or order of any court or governmental authority that is applicable to any of them, their businesses or their properties, including but not limited to the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, the Civil Monetary Penalties Law of the Social Security Act, the so-called "Starx" xxw, 42 USC Section 1395nn, or any other federal or state law, statute, rule or regulation prohibiting rebates, kickbacks, fee- splitting or other financial incentives or inducements, including but not limited to providing products or services below cost for the referral or continuation of business; and (ii) none of Bevexxx xxx its Subsidiaries is, to the best knowledge of Bevexxx, xxder investigation by the Office of Inspector General of the Department of Health and Human Services or other federal or state investigatory or regulatory body or agency relating to their business activities, nor is Bevexxx xxxre of any state of facts which could reasonably be likely to subject any of them to a claim for civil penalties, criminal fines or other sanctions with respect to a violation or claimed violation of any such laws or regulations relating to the conduct of their business.
(d) Bevexxx xx the Pharmacy Subsidiaries are duly licensed to provide pharmacy services in al...
Institutional Pharmacy Business. 3.29.1 Section 3.29 of the PharMerica Disclosure Statement lists each pharmacy utilized by PharMerica and its Subsidiaries in connection with their pharmacy business and indicates (i) the location of each such pharmacy and (ii) whether such pharmacy premises are owned or held pursuant to a leasehold interest, management agreement or otherwise. No other person or entity has any beneficial ownership or interest in or to any such pharmacy nor does any other person or entity have any right or option to acquire any beneficial ownership or interest in or to any such pharmacy.
3.29.2 Section 3.29 of the PharMerica Disclosure Statement lists all of the customers to which PharMerica and its Subsidiaries provided pharmacy services pursuant to oral or written contracts which generated revenues in excess of $10,000,000 for the year ended December 31, 1997 ("PharMerica Pharmacy Contracts"). Except as set forth in such Section 3.29, PharMerica has not been informed, and has no reason to believe, that any PharMerica Pharmacy Contract will be terminated for or without cause.
3.29.3 To PharMerica's knowledge, none of PharMerica nor any of its Subsidiaries has violated or is in violation of any law or order of any court or governmental authority that is applicable to any of them, their businesses or their properties, including but not limited to the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, the Civil Monetary Penalties Law of the Social Security Act, the so called "Starx" xxw, 42 USC Section 1395nn, or any other federal or state law, statute, rule or regulation prohibiting rebates, kickbacks, fee-splitting or other financial incentives or inducements, including but not limited to providing products or services below cost for the referral or continuation of business, except for any past or present violations which could not, singly or in the aggregate, reasonably be expected to result in a PharMerica Material Adverse Effect. None of PharMerica or its Subsidiaries is, to the knowledge of PharMerica, under investigation by the Office of Inspector General of the Department of Health and Human Services or any other federal or state investigatory or regulatory body or agency relating to their business activities, nor is PharMerica aware of any state of facts which could reasonably be likely to subject PharMerica or its Subsidiaries to a claim for civil penalties (other than penalties which would be immaterial to PharMerica and its Subsidiaries, ...
Institutional Pharmacy Business. (a) Section 3.31 of ------------------------------- the Vitalink Disclosure Statement lists each Pharmacy utilized by Vitalink in connection with its pharmacy business and indicates (i) the location of each such Pharmacy and (ii) whether such Pharmacy is owned or held pursuant to a leasehold interest. No other person or entity has any beneficial ownership or interest in or to any such Pharmacy nor does any other person or entity have any right or option to acquire any beneficial ownership or interest in or to any such Pharmacy.
(b) Section 3.31 of the Vitalink Disclosure Statement lists all of the customers to which Vitalink and its Subsidiaries provide pharmacy services pursuant to oral or written contracts. Vitalink has not been informed and has no reason to believe that any Vitalink Pharmacy Contract will be terminated for or without cause.
(c) Vitalink has not violated, and is not now in violation of, the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, the Civil Monetary Penalties Law of the Social Security Act, or any other federal or state law, statute, rule or regulation relating to Vitalink and its Subsidiaries.
(d) Vitalink is duly licensed to provide pharmacy services in all states in which it does business, and is also a participant in the Medicare program and the Medicaid programs of the states listed in Section 3.07 of the Vitalink Disclosure Statement. Vitalink is in compliance with all laws, rules and regulations affecting or in connection with the Pharmacies, Vitalink and their licenses with respect thereto and their participation in the Medicare and Medicaid programs.
(e) Vitalink has delivered or made available true and correct billing requests for reimbursement and underlying information to all governmental programs, including but not limited to the Medicare and Medicaid programs, in compliance with all rules, regulations, policies and procedures of such governmental programs and of the fiscal intermediaries of such programs. To the best of Vitalink's knowledge all such xxxxxxxx were for goods actually provided, and at appropriate charges or costs, and Vitalink has appropriate documentation to support such billing requests.
Institutional Pharmacy Business. (a) Section 4.20 to the Company Disclosure Schedule lists each Company pharmacy utilized by the Company or its Subsidiaries in connection with its pharmacy business and indicates (i) the location of such pharmacy and (ii) whether such pharmacy is owned or held pursuant to a leasehold interest. No other Person has any beneficial ownership or interest in or to any such pharmacy nor does any other Person have any right or option to acquire any beneficial ownership or interest in or to any such pharmacy.
(b) Except as set forth in Section 4.20(b) to the Company Disclosure Schedule, the Company and its Subsidiaries have not violated, and are not now in violation of, 42 U.S.C. 'SS''SS' 1320a-7, 1320a-7a, 1320a-7b, 1395nn or 1396b.
(c) Except as could not, individually or in the aggregate, reasonably be expected to prejudice the ability of Parent or any of its Subsidiaries to obtain required licenses or permits as of and after the Closing or to materially interfere with or limit the institutional pharmacy business of Parent or any of its Subsidiaries after the Closing on an ongoing basis and, except as set forth on Section 4.19(c) to the Company Disclosure Schedule, (i) the Company and its Subsidiaries are duly licensed to provide pharmacy services in all states in which they do business, and also are participants in the Medicare program and the Medicaid programs of the states listed in Section 4.19 to the Company Disclosure Schedule and (ii) the Company and its Subsidiaries are in compliance with all Applicable Laws affecting (A) such licenses and (B) the participation by the Company's pharmacies in the Medicare and Medicaid programs.
