Common use of Licenses, Accreditation and Regulatory Approvals Clause in Contracts

Licenses, Accreditation and Regulatory Approvals. Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, hold all licenses, permits, certificates of need and other regulatory approvals required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, "Licenses"), except where the failure to hold any such License or Licenses does not have, individually or in the aggregate, a material adverse effect on Advantage Health. To Advantage Health's best knowledge, all such Licenses are in full force and effect and Advantage Health is in compliance in all material respects with all conditions and requirements of such Licenses and with all rules and regulations relating thereto, except where the absence of any such License or Licenses or the failure of any such License or Licenses to be in full force and effect or any such noncompliance does not have, individually or in the aggregate, a material adverse effect on Advantage Health. Except as disclosed in the Advantage Health 1995 10-K or on Exhibit 3.15, any and all past litigation concerning any such License, together with all claims and causes of action raised therein, has been finally adjudicated. To Advantage Health's best knowledge, no such License has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of Advantage Health, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such License, except where the invalidity or revocation, conditioning or restriction thereof would not have a material adverse effect on Advantage Health. Subject to compliance with applicable securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"), the consummation of the Merger will not violate any law or restriction to which Advantage Health is subject which, if violated, would, individually or in the aggregate, have a material adverse effect on Advantage Health.

Licenses, Accreditation and Regulatory Approvals. Advantage Health(a) Except as disclosed in the Health Images Documents or set forth on Exhibit 3.17 to the Disclosure Schedule, Health Images and the Advantage Health Images Subsidiaries and the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, Images Other Entities hold all licenses, permits, certificates of need and other regulatory approvals which are needed or required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, the "Licenses"), except where the failure to hold any possess such License or Licenses does not have, individually or in the aggregate, have a material adverse effect on Advantage HealthHealth Images, the Health Images Subsidiaries and the Health Images Other Entities, taken as a whole. To Advantage Health's best knowledge, all All such Licenses are in full force and effect effect, and Advantage Health Images is in compliance in all material respects with all conditions and requirements of such the Licenses and with all rules and regulations relating thereto. Health Images, the Health Images Subsidiaries and the Health Images Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of the Social Security Act, (ii) providers under existing provider agreements with the Medicare program through the applicable intermediaries and (iii) in compliance with the conditions of participation in the Medicare program except where the absence of any such License or Licenses or the failure of any such License or Licenses to be in full force and effect or any for such noncompliance as does not have, individually or in the aggregate, have a material adverse effect on Advantage HealthHealth Images, the Health Images Subsidiaries and the Health Images Other Entities, taken as a whole. Except to the extent that the failure to timely make such filings would not have a material adverse effect on Health Images, the Health Images Subsidiaries and the Health Images Other Entities, taken as disclosed a whole, Health Images, the Health Images Subsidiaries and the Health Images Other Entities have timely filed all requisite claims and other reports required to be filed in connection with the Medicare, Medicaid and other governmental health programs due on or before the date hereof, all of which were, when filed, complete and correct in all material respects. There are no current claims, actions or appeals pending, and neither Health Images nor the Health Images Subsidiaries nor the Health Images Other Entities have filed any claims or reports which would result in such claims, actions or appeals, before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Health Care Financing Administration with respect to any Medicare claims, or any disallowances in connection with any audit of claims, which would have a material adverse effect on Health Images, the Health Images Subsidiaries and the Health Images Other Entities taken as a whole. The amounts established as provisions for adjustments by Medicare, Medicaid and other third-party payors on the financial statements set forth in the Advantage last-filed Health 1995 10-K or on Exhibit 3.15Images Document are sufficient to pay any amounts for which Health Images believes it will be liable. To the knowledge of Health Images, any neither Health Images nor the Health Images Subsidiaries nor the Health Images Other Entities nor their respective employees have committed a violation of the Medicare and Medicaid fraud and abuse provisions of the Social Security Act. Any and all past litigation concerning any such Licenselicenses, together with certificates of need and regulatory approvals, and all claims and causes of action raised therein, has been finally adjudicated. To Advantage Health's best knowledgeNo such license, no such License certificate of need or regulatory approval has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, and no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of Advantage HealthHealth Images, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such Licenselicense, except where the invalidity certificate of need, or revocation, conditioning or restriction thereof would not have a material adverse effect on Advantage Healthregulatory approval. Subject to compliance with applicable securities laws and laws, the XxxxHart Scott-Xxxxx-Xxxxxx Antitrust Improvements Rodino Antxxxxxx Xxxxxxxxxxts Act of 1976, as amended (the "HSR Act"), and state or local statutes, rules or regulations requiring notice, approval, or other action upon the occurrence of a change in control of Health Images or any of the Health Images Subsidiaries, the consummation of the Merger will not violate any law or restriction regulation to which Advantage Health Images is subject which, if violated, would, individually or in the aggregate, would have a material adverse effect on Advantage HealthHealth Images, the Health Images Subsidiaries and the Health Images Other Entities, taken as a whole.

Licenses, Accreditation and Regulatory Approvals. Advantage HealthExcept as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH and its subsidiaries (the Advantage Health Subsidiaries "HEALTHSOUTH Subsidiaries") and controlled general or limited partnerships and limited liability companies (the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, "HEALTHSOUTH Other Entities") hold all licenses, permits, certificates of need and other regulatory approvals Licenses which are needed or required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, "Licenses")conducted, except where the failure to hold any possess such License or Licenses does not have, individually or in the aggregate, have a material adverse effect on Advantage HealthHEALTHSOUTH. To Advantage Health's best knowledge, all All such Licenses are in full force and effect effect, and Advantage Health HEALTHSOUTH is in compliance in all material respects with all conditions and requirements of such the Licenses and with all rules and regulations relating thereto, except where the absence of any such License or Licenses or the failure of any such License or Licenses to be in full force and effect or any for such noncompliance as does not have, individually or in the aggregate, have a material adverse effect on Advantage HealthHEALTHSOUTH. HEALTHSOUTH, the HEALTHSOUTH Subsidiaries and the HEALTHSOUTH Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of the Social Security Act, (ii) providers under existing provider agreements with the Medicare program through the applicable intermediaries and (iii) in compliance with the conditions of participation in the Medicare program except where such inability in the case of either items (i) or (ii) or noncompliance in item (iii) does not have a material adverse effect on HEALTHSOUTH. Except to the extent that the failure to make or to timely make such filings would not have a material adverse effect on HEALTHSOUTH, HEALTHSOUTH, the HEALTHSOUTH Subsidiaries and the HEALTHSOUTH Other Entities have timely filed all requisite claims and other reports required to be filed in connection with the Medicare, Medicaid and other governmental health programs due on or before the date hereof, all of which were, when filed, complete and correct except to the extent that such failure to be complete and correct would not have a material adverse effect on HEALTHSOUTH. There are no current claims, actions or appeals pending, and neither HEALTHSOUTH nor the HEALTHSOUTH Subsidiaries nor the HEALTHSOUTH Other Entities have filed any claims or reports which would result in such claims, actions or appeals, before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Health Care Financing Administration with respect to any Medicare claims, or any disallowances in connection with any audit of claims, which in any such case would have a material adverse effect on HEALTHSOUTH. The amounts established as disclosed provisions for adjustments by Medicare, Medicaid and other third-party payors on the financial statements set forth in the Advantage Health 1995 HEALTHSOUTH 10-K or are sufficient to pay any material amounts for which HEALTHSOUTH believes it will be liable. To the knowledge of HEALTHSOUTH, neither HEALTHSOUTH nor the HEALTHSOUTH Subsidiaries nor the HEALTHSOUTH Other Entities nor their respective employees have committed a violation of the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, which violation would have a material adverse effect on Exhibit 3.15, any HEALTHSOUTH. Any and all past litigation concerning any such License, together with Licenses and all claims and causes of action raised therein, has been finally adjudicated. To Advantage Health's best knowledge, no No such License has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, and no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of Advantage HealthHEALTHSOUTH, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such LicenseLicense where such invalidity, except where the invalidity or revocation, conditioning condition or restriction thereof would not have a material adverse effect on Advantage HealthHEALTHSOUTH. Subject to compliance with applicable securities laws laws, the HSR Act and state or local statutes, rules or regulations requiring notice, approval, or other action upon the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act occurrence of 1976, as amended ("HSR Act")a change in control of NSC or any of the NSC Subsidiaries or NSC Other Entities, the consummation of the Merger will not violate any law or restriction regulation to which Advantage Health HEALTHSOUTH is subject which, if violated, would, individually or in the aggregate, would have a material adverse effect on Advantage HealthHEALTHSOUTH.

Licenses, Accreditation and Regulatory Approvals. Advantage HealthExcept as disclosed in the NSC Documents or set forth on Exhibit 3.16 to the Disclosure Schedule, NSC and the Advantage Health NSC Subsidiaries and the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, NSC Other Entities hold all licenses, permits, certificates of need and other regulatory approvals which are needed or required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, the "Licenses"), except where the failure to hold any possess such License or Licenses does not have, individually or in the aggregate, have a material adverse effect on Advantage HealthNSC. To Advantage Health's best knowledge, all All such Licenses are in full force and effect effect, and Advantage Health NSC is in compliance in all material respects with all conditions and requirements of such the Licenses and with all rules and regulations relating thereto, except where the absence of any such License or Licenses or the failure of any such License or Licenses to be in full force and effect or any for such noncompliance as does not have, individually or in the aggregate, have a material adverse effect on Advantage HealthNSC. NSC, the NSC Subsidiaries and the NSC Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of the Social Security Act, (ii) providers under existing provider agreements with the Medicare program through the applicable intermediaries and (iii) in compliance with the conditions of participation in the Medicare program except where such inability in the case of either items (i) or (ii) or noncompliance in item (iii) does not have a material adverse effect on NSC. Except to the extent that the failure to make or to timely make such filings would not have a material adverse effect on NSC, NSC, the NSC Subsidiaries and the NSC Other Entities have timely filed all requisite claims and other reports required to be filed in connection with the Medicare, Medicaid and other governmental health programs due on or before the date hereof, all of which were, when filed, complete and correct except to the extent that such failure to be complete and correct would not have a material adverse effect on NSC. There are no current claims, actions or appeals pending, and neither NSC nor the NSC Subsidiaries nor the NSC Other Entities have filed any claims or reports which would result in such claims, actions or appeals, before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Health Care Financing Administration with respect to any Medicare claims, or any disallowances in connection with any audit of claims, which in any such case would have a material adverse effect on NSC. The amounts established as disclosed provisions for adjustments by Medicare, Medicaid and other third- party payors on the financial statements set forth in the Advantage Health 1995 10last-K or filed NSC Document are sufficient to pay any material amounts for which NSC believes it will be liable. To the knowledge of NSC, neither NSC nor the NSC Subsidiaries nor the NSC Other Entities nor their respective employees have committed a violation of the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, which violation would have a material adverse effect on Exhibit 3.15, any NSC. Any and all past litigation concerning any such License, together with Licenses and all claims and causes of action raised therein, has been finally adjudicated. To Advantage Health's best knowledge, no No such License has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, and no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of Advantage HealthNSC, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such LicenseLicense where such invalidity, except where the invalidity or revocation, conditioning condition or restriction thereof would not have a material adverse effect on Advantage HealthNSC. Subject to compliance with applicable securities laws and laws, the Xxxx-Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and state or local statutes, rules or regulations requiring notice, approval, or other action upon the occurrence of a change in control of NSC or any of the NSC Subsidiaries or NSC Other Entities, the consummation of the Merger will not violate any law or restriction regulation to which Advantage Health NSC is subject which, if violated, would, individually or in the aggregate, would have a material adverse effect on Advantage HealthNSC.

Licenses, Accreditation and Regulatory Approvals. Advantage HealthExcept as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH and the Advantage Health HEALTHSOUTH Subsidiaries and the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, HEALTHSOUTH Other Entities hold all licenses, permits, certificates of need and other regulatory approvals which are required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, "Licenses")or operated, except where the failure to hold any possess such License or Licenses does licenses would not have, individually or in the aggregate, have a material adverse effect on Advantage HealthHEALTHSOUTH (collectively, the "HEALTHSOUTH Licenses"). To Advantage Health's best knowledgeExcept with respect to those HEALTHSOUTH Licenses for which renewal applications have been filed by HEALTHSOUTH, the HEALTHSOUTH Subisidiaries or the HEALTHSOUTH Other Entities and which are being processed by the applicable regulatory authorities, all such HEALTHSOUTH Licenses are in full force and effect effect, and Advantage Health HEALTHSOUTH is in substantial compliance in all material respects with all conditions and requirements of such the HEALTHSOUTH Licenses and with all rules and regulations relating thereto. HEALTHSOUTH, except where the absence HEALTHSOUTH Subsidiaries and the HEALTHSOUTH Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of any such License or Licenses or the failure Social Security Act, (ii) providers under existing provider agreements with the Medicare program through the applicable intermediaries and (iii) in substantial compliance with the conditions of any such License or Licenses to be in full force and effect or any such noncompliance does not have, individually or participation in the aggregate, Medicare program except for such matters as would not have a material adverse effect on Advantage HealthHEALTHSOUTH. Except to the extent that the failure to timely make such filings would not have a material adverse effect on HEALTHSOUTH, HEALTHSOUTH, the HEALTHSOUTH Subsidiaries and the HEALTHSOUTH Other Entities have timely filed all requisite claims and other reports required to be filed in connection with the Medicare, Medicaid and other governmental health programs due on or before the date hereof, all of which were, when filed, complete and correct in all material respects. There are no current claims, actions or appeals pending, and neither HEALTHSOUTH nor the HEALTHSOUTH Subsidiaries nor the HEALTHSOUTH Other Entities have filed any claims or reports which would result in such claims, actions or appeals, before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Health Care Financing Administration with respect to any Medicare claims, or any disallowances in connection with any audit of claims, which would have a material adverse effect on HEALTHSOUTH. The amounts established as disclosed provisions for adjustments by Medicare, Medicaid and other third-party payors set forth in the Advantage Health 1995 10-K HEALTHSOUTH Balance Sheet are sufficient to pay any amounts for which HEALTHSOUTH believes it will be liable. To the knowledge of HEALTHSOUTH, neither HEALTHSOUTH nor the HEALTHSOUTH Subsidiaries nor the HEALTHSOUTH Other Entities nor their respective employees have committed a violation of the Medicare and Medicaid fraud and abuse provisions of the Social Security Act or any similar provisions of any federal, state or local law relating to referrals or billings for healthcare services. Except for such litigation as xxxxx xxt, if resolved adversely to HEALTHSOUTH or any HEALTHSOUTH Subsidiary or HEALTHSOUTH Other Entity, have a material adverse effect on Exhibit 3.15HEALTHSOUTH, any and all past litigation concerning any such LicenseHEALTHSOUTH Licenses, together with and all claims and causes of action raised therein, has have been finally adjudicatedadjudicated or settled. To Advantage Health's best knowledge, no No such License has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, and no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of Advantage HealthHEALTHSOUTH, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such License, except where the invalidity or revocation, conditioning or restriction thereof would not have a material adverse effect on Advantage Health. Subject to compliance with applicable securities laws and laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"), and state or local statutes, rules or regulations requiring notice, approval, or other action upon the occurrence of a change in control of Horizon/CMS or any of the Horizon/CMS Subsidiaries or any of the Horizon/CMS Other Entities, the consummation of the Merger will not violate any law or restriction regulation to which Advantage Health HEALTHSOUTH is subject which, if violated, would, individually or in the aggregate, would have a material adverse effect on Advantage HealthHEALTHSOUTH.

Licenses, Accreditation and Regulatory Approvals. Advantage HealthExcept as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH and the Advantage Health HEALTHSOUTH Subsidiaries and the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, HEALTHSOUTH Other Entities hold all licenses, permits, certificates of need and other regulatory approvals which are required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, "Licenses")or operated, except where the failure to hold any possess such License or Licenses does licenses would not have, individually or in the aggregate, have a material adverse effect on Advantage HealthHEALTHSOUTH (collectively, the "HEALTHSOUTH Licenses"). To Advantage Health's best knowledgeExcept with respect to those HEALTHSOUTH Licenses for which renewal applications have been filed by HEALTHSOUTH, the HEALTHSOUTH Subisidiaries or the HEALTHSOUTH Other Entities and which are being processed by the applicable regulatory authorities, all such HEALTHSOUTH Licenses are in full force and effect effect, and Advantage Health HEALTHSOUTH is in substantial compliance in all material respects with all conditions and requirements of such the HEALTHSOUTH Licenses and with all rules and regulations relating thereto. HEALTHSOUTH, except where the absence HEALTHSOUTH Subsidiaries and the HEALTHSOUTH Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of any such License or Licenses or the failure Social Security Act, (ii) providers under existing provider agreements with the Medicare program through the applicable intermediaries and (iii) in substantial compliance with the conditions of any such License or Licenses to be in full force and effect or any such noncompliance does not have, individually or participation in the aggregate, Medicare program except for such matters as would not have a material adverse effect on Advantage HealthHEALTHSOUTH. Except to the extent that the failure to timely make such filings would not have a material adverse effect on HEALTHSOUTH, HEALTHSOUTH, the HEALTHSOUTH Subsidiaries and the HEALTHSOUTH Other Entities have timely filed all requisite claims and other reports required to be filed in connection with the Medicare, Medicaid and other governmental health programs due on or before the date hereof, all of which were, when filed, complete and correct in all material respects. There are no current claims, actions or appeals pending, and neither HEALTHSOUTH nor the HEALTHSOUTH Subsidiaries nor the HEALTHSOUTH Other Entities have filed any claims or reports which would result in such claims, actions or appeals, before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Health Care Financing Administration with respect to any Medicare claims, or any disallowances in connection with any audit of claims, which would have a material adverse effect on HEALTHSOUTH. The amounts established as disclosed provisions for adjustments by Medicare, Medicaid and other third-party payors set forth in the Advantage Health 1995 10-K HEALTHSOUTH Balance Sheet are sufficient to pay any amounts for which HEALTHSOUTH believes it will be liable. To the knowledge of HEALTHSOUTH, neither HEALTHSOUTH nor the HEALTHSOUTH Subsidiaries nor the HEALTHSOUTH Other Entities nor their respective employees have committed a violation of the Medicare and Medicaid fraud and abuse provisions of the Social Security Act or any similar provisions of any federal, state or local law relating to referrals or xxxxxxxx for healthcare services. Except for such litigation as would not, if resolved adversely to HEALTHSOUTH or any HEALTHSOUTH Subsidiary or HEALTHSOUTH Other Entity, have a material adverse effect on Exhibit 3.15HEALTHSOUTH, any and all past litigation concerning any such LicenseHEALTHSOUTH Licenses, together with and all claims and causes of action raised therein, has have been finally adjudicatedadjudicated or settled. To Advantage Health's best knowledge, no No such License has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, and no action (equitable, legal or administrative), arbitration or other process is pendingpending or, or to the best knowledge of Advantage HealthHEALTHSOUTH, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any any, such License, except where the invalidity or revocation, conditioning or restriction thereof would not have a material adverse effect on Advantage Health. Subject to compliance with applicable securities laws and laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"), and state or local statutes, rules or regulations requiring notice, approval, or other action upon the occurrence of a change in control of Horizon/CMS or any of the Horizon/CMS Subsidiaries or any of the Horizon/CMS Other Entities, the consummation of the Merger will not violate any law or restriction regulation to which Advantage Health HEALTHSOUTH is subject which, if violated, would, individually or in the aggregate, would have a material adverse effect on Advantage HealthHEALTHSOUTH.