Investigations and Audits. Neither Borrower nor any of its Subsidiaries has received notice of any pending investigation by JCAHO, HCFA or any other Governmental Authority (which investigation is not otherwise conducted in the ordinary course of business) or of any pending criminal, civil or administrative action, audit or investigation by a fiscal intermediary or by or on behalf of HCFA or any other Governmental Authority (which action, audit or investigation is of a criminal nature or is otherwise not conducted in the ordinary course of business) and, to the knowledge of each of the Credit Parties, no such action, audit or investigation is threatened with respect to Borrower or any of its Subsidiaries, except in each case to the extent that any such action, audit or investigation (i) could not reasonably be expected materially and adversely to affect Borrower's or any Material Subsidiary's right to receive reimbursement under, or right to participate in, Medicare, Medicaid or any other federal, state, or local health benefit program to which such Person would otherwise be entitled, and (ii) would not otherwise be a Material Adverse Event with respect to Borrower or any Material Subsidiary.
Investigations and Audits. Except as set forth below, no Credit Party or any of their Subsidiaries is the subject of an audit by the IRS or CRA or, to each Credit Party’s knowledge, any review by the IRS, CRA or any similar governmental agency or any governmental investigation concerning the violation or possible violation of any law:
Investigations and Audits. (i) Neither the Company nor any of its directors, officers, employees or any of its agents or consultants is (or has been, during any of the last five (5) years) under administrative, civil (including, but not limited to, claims made under the False Claims Act) or criminal investigation, indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract;
(ii) The Company has not made a voluntary disclosure to the U.S. Government or any State Government with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract within the past five (5) years;
(iii) To the Knowledge of the Company, there are no irregularities, misstatements or omissions arising under or relating to any Active Government Contract that has led or could reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in Section 3.23(d)(i) or Section 3.23(d)(ii), or to any other damage, penalty assessment, recoupment of payment, or disallowance of cost; and
(iv) During the past five years the Company has not received any negative Contractor Performance Assessment Reports (“CPAR”) in respect of any Government Contract.
(v) Section 3.23(d)(v) of the Disclosure Letter identifies the years for which incurred costs have not been audited and finalized.
Investigations and Audits. (i) During the last six (6) years, there have been no document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company or, to the Knowledge of the Company, any of its officers, employees, Affiliates, agents or representatives, in connection with or related to any Government Contract or Government Bid.
(ii) Neither the Company nor, to the Knowledge of the Company, any of its officers, directors, employees, Affiliates, agents or representatives, has been under, identified in, or party to any administrative, civil or criminal investigation, indictment or criminal information with respect to any Government Contract or Government Bid.
(iii) Except as set forth on Schedule 3.16(k)(iii), neither the Company nor, to the Knowledge of the Company, any other Person has conducted any internal audit, review or inquiry with respect to any suspected, alleged or possible violation of any Government Contract or Government Bid.
Investigations and Audits. Except as set forth on Schedule 4.22(c), with respect to the Company and its Subsidiaries: (i) neither the Company, its Subsidiaries nor any of the Company’s “Principals” as such term is defined in FAR 52.209-5 is, or during the last three years has been, under administrative, civil or criminal investigation or audit (other than routine inquiries, audits and reconciliations) by the United States Government or under any internal audit by the Company or any of its Subsidiaries with respect to any alleged material irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; (ii) during the last three years, neither the Company nor any of its Subsidiaries has conducted or initiated any material internal investigation or made a voluntary disclosure to the United States Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid and neither the Company nor any of its Subsidiaries is currently subject to any administrative agreement relating to a Government Contract or Government Bid, and (iii) during the last three years, neither the Company, any of its Subsidiaries nor any of the Company’s principals has been suspended or debarred from doing business with the United States Government, has been proposed for suspension or debarment, or has been the subject of a finding of non-responsibility on a Government Bid. To the knowledge of the Company, no facts or circumstances exist that would constitute a cause for debarment or suspension as set forth in Federal Acquisition Regulation 9.406-2 or 9.407-2.
Investigations and Audits. With respect to the Company: (i) neither the Company nor any of the Company’s “Principals” as such term is defined in FAR 52.209-5 is, or during the last three years has been, under administrative, civil or criminal investigation or audit (other than routine inquiries, audits and reconciliations) by the United States Government with respect to any alleged material irregularity, misstatement or omission arising under or relating to any Government Contract; (ii) during the last three years, the Company has not made a Voluntary Disclosure to the United States Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract; and (iii) during the last three years, neither the Company nor any of the Company’s Principals has been suspended or debarred from doing business with the United States Government or has been proposed for suspension or debarment.
Investigations and Audits. To Seller's Knowledge, except as set forth on Schedule 4.22(b): (i) no Business Entity or any Affiliate nor any Business Entity's directors, officers, employees, agents or consultants is (or for the last five years has been) under administrative, civil or criminal investigation, indictment or information, audit or internal investigation with respect to any alleged irregularity, mischarging, misstatement or omission arising under or relating to any Government Contract or Bid, nor, to Seller's Knowledge, is there a valid basis for such investigation, indictment or information; (ii) no Business Entity or any Affiliate has made a voluntary disclosure to the U.S. Government with respect to any alleged irregularity, mischarging, misstatement or omission arising under or relating to any Government Contract or Bid that has led or could lead, either before or after the Closing Date, to any of the consequences set forth in clause (i) above or any other damage, penalty assessment, recoupment of payment or disallowance of cost.
Investigations and Audits. To the best knowledge of GSI, (i) neither GSI, any of GSI's Affiliates nor any of GSI's directors, officers, employees, agents or consultants is (or for the last five years has been) under administrative, civil or criminal investigation, indictment, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid; (ii) neither GSI nor any of GSI's Affiliates has made a voluntary disclosure to the U.S Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Bid; (iii) there is no irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or could lead, either before or after the date hereof, to any of the consequences set forth in (i) - (ii) above or any other damage, penalty assessment, recoupment of payment or disallowance of cost.
Investigations and Audits. To the best knowledge of TDC, (i) neither TDC, any of TDC's Affiliates nor any of TDC's directors, officers, employees, agents or consultants is (or for the last five years has been) under administrative, civil or criminal investigation, indictment, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid; (ii) neither TDC nor any of TDC's Affiliates has made a voluntary disclosure to the U.S. Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Bid; (iii) there is no irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or could lead, either before or after the date hereof, to any of the consequences set forth in (i) - (ii) above or any other damage, penalty assessment, recoupment of payment or disallowance of cost.
Investigations and Audits. 4.1 SmartBear shall reasonably assist and support Company in the event of an investigation by a data protection regulator or similar authority, if and to the extent that such investigation relates to the collection, maintenance, use, processing, or transfer of Personal Data under this Agreement.
4.2 If required by applicable Data Protection Laws and Regulations, then, upon reasonable notice (not less than thirty (30) days in advance) and at mutually agreed times no more than once per year, SmartBear shall provide to Company, its authorized representatives, and/or independent inspection body designated by Company (i) access to records of SmartBear’s Processing of Personal Data or other information required by applicable Data Protection Laws and Regulations; and (ii) reasonable assistance and cooperation of SmartBear 's relevant staff for the purpose of auditing SmartBear's compliance with its obligations under this Agreement. SmartBear reserves the right, in its sole discretion, to restrict access to its proprietary information, including but not limited to its network architecture, internal and external test procedures, results and remediation plans. Company will use best efforts to minimize disruption to the SmartBear Service or business operations. Company further agrees that (i) personnel (or designated third parties) performing said audits will be bound by confidentiality obligations; (ii) all findings will be deemed SmartBear’s Confidential Information; (iii) Company will share all findings with SmartBear; and (iv) SmartBear will classify and remediate findings in accordance with its risk management program.
4.3 Taking into account the nature of the Processing and the information available to SmartBear, SmartBear shall, upon Company’s written request, provide Company with reasonable cooperation and assistance needed to fulfil Company’s obligations under applicable Data Protection Laws and Regulations to carry out a data protection impact assessment related to Company’s use of the SmartBear Services or Software. Such cooperation and assistance is provided to the extent Company does not otherwise have access to the relevant information, to the extent such information is available to SmartBear, and that it will not compromise the security of SmartBear’s systems or the data of other SmartBear customers. To the extent required by applicable Data Protection Laws and Regulations, SmartBear shall provide reasonable assistance to Company in respect of Company’...
