Common use of Licenses, Authorization and Provider Programs Clause in Contracts

Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, and each Physician Employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 9 contracts

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

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Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee Company and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its its/his/her business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, and each Physician Employee employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee licensed employee (i) has had his/her/its professional license, Drug Enforcement Agency number, or Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, or Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The CompanyExcept as listed in Schedule 5.28(a) attached hereto, Seller, and each Physician Employee and other licensed employee or independent contractor of the Company Seller (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its its/his/her business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement certified for participation under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") (Medicare and any Medicaid Programs and such other programs funded in whole or in part by similar federal, state or local entities reimbursement or governmental programs for which the Company Seller is eligible and which are listed in hereinafter referred to collectively as the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, ) and each Physician Employee has a current provider number numbers for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Seller is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)authorizations, and provider agreements, is set forth in the Disclosure SchedulesSchedule 3.27(a), true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySeller, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 5.28(a), either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Seller in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) or to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business Centers as presently being conducted by it. Neither the Company Except as set forth in Schedule 5.28(a) or Schedule 5.12 hereof, neither Seller nor any Physician Employee either Center (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.or

Appears in 1 contract

Samples: 6 Asset Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, and each Physician Employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Each of Company, and each Physician Employee Employee, and, to the best knowledge of Company and Shareholders, each other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications qualifications, and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or its/his/her specialty business, and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Each of Company, the Stockholderseach Shareholder, and each Physician Employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to to, verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act(if any)), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APPSchedule 2.19 hereto. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 2.19 hereto except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and and, except as disclosed in Schedule 2.19 hereof, there is no action pending or pending, or, to the Company's best knowledge recommended of Company and Shareholders, threatened, by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 2.19, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and, to the best knowledge of Company and Shareholders, no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 2.19 or to revoke, withdraw or suspend any material license of Company to operate its business as is presently being conducted by it. No contract with a health care provider or Payor has been materially amended or terminated within the last twelve (12) months. To the best knowledge of the CompanyCompany and Shareholders, there has been no decision by either party not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a1) The CompanyExcept as listed in Schedule 5.28(a), Seller, and each Physician Employee and other licensed employee or independent contractor of the Company Seller (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its its/his/her business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement certified for participation under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") (Medicare and any Medicaid Programs and such other programs funded in whole or in part by similar federal, state or local entities reimbursement or governmental programs for which the Company Seller is eligible and which are listed in hereinafter referred to collectively as the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, ) and each Physician Employee has a current provider number numbers for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Seller is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)authorizations, and provider agreements, is set forth in the Disclosure SchedulesSchedule 5.28(a), true, complete and correct copies of which have been provided to APPAPPM. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySeller, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 5.28(a), either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Seller in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) or to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller, there has been no decision not to renew any existing agreement with any provider or Payor relating to the CompanySeller's business as presently being conducted by it. Neither the Company Except as set forth in Schedule 5.28(a) or Schedule 5.12 hereof, neither Seller nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), revoked; (ii) has been reprimanded in writingreprimanded, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), board; or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it its in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The CompanyExcept as listed in Schedule 5.28(a), Seller, the Centers, and each Physician Employee and other licensed employee or independent contractor of Seller, other than any physicians providing professional medical services at the Company Centers, (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty the Business and (ii) is eligible to participate in and to receive reimbursement certified for participation under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") (Medicare and any Medicaid Programs and such other programs funded in whole or in part by similar federal, state or local entities reimbursement or governmental programs for which the Company Seller is eligible and which are listed in hereinafter referred to collectively as the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, ) and each Physician Employee has a current provider number numbers for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Seller is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)authorizations, and provider agreements, is set forth in the Disclosure SchedulesSchedule 5.28(a), true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySeller, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 5.28(a), either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Seller in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) or to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business Centers as presently being conducted by it. Neither the Company Except as set forth in Schedule 5.28(a) or Schedule 5.12 hereof, neither Seller nor any Physician Employee either Center (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed)revoked, (ii) has been reprimanded in writingreprimanded, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed)board, or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it its in connection with a malpractice or similar action.

Appears in 1 contract

Samples: 7 Asset Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The CompanyExcept as listed in Schedule 5.28(a), Seller, and each Physician Employee and other licensed employee or independent contractor of the Company Seller (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its its/his/her business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement certified for participation under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") (Medicare and any Medicaid Programs and such other programs funded in whole or in part by similar federal, state or local entities reimbursement or governmental programs for which the Company Seller is eligible and which are listed in hereinafter referred to collectively as the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, ) and each Physician Employee has a current provider number numbers for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Seller is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)authorizations, and provider agreements, is set forth in the Disclosure SchedulesSchedule 5.28(a), true, complete and correct copies of which have been provided to APPAPPM. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySeller, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 5.28(a), either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Seller in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) or to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller, there has been no decision not to renew any existing agreement with any provider or Payor relating to the CompanySeller's business as presently being conducted by it. Neither the Company Except as set forth in Schedule 5.28(a) or Schedule 5.12 hereof, neither Seller nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), revoked; (ii) has been reprimanded in writingreprimanded, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), board; or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it its in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, and each Physician Employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.Enforcement

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, Company and each Physician Employee and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its its/his/her business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federalFederal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"), except that the Company has elected not to enroll in the Medicare and Medicaid Programs for the current fiscal year. The Company, Company and the Stockholders, Stockholders and each Physician Employee employee who is required to have a provider number, has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as called "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APPTatonka. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal Federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee licensed employee (i) has had his/her/its professional license, Drug Enforcement Agency number, or Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, or Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal Federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal Federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Tatonka Energy Inc)

Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee Company and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, Company and the Stockholders, and each Physician Employee has Stockholders have a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician EmployeePayor, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)number, and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the The Company nor any Physician Employee (i) has not had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

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Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee and other Subsidiary, each licensed employee or independent contractor of Company or any Subsidiary and each employee (either employed directly by the Company or a Subsidiary or retained through Staffing Concepts, Inc.) (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications qualifications, and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or its/his/her specialty business, and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company or any Subsidiary is eligible and which are listed in the Disclosure Schedules on Schedule 2.19(a) ("Governmental Programs"). The CompanyEach of Company and Subsidiaries, the Stockholdersas applicable, and each Physician Employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is and/or Subsidiaries are presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, a licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits permits, provider numbers and other authorizations required for Company and each Subsidiary to operate the business of Company or such Subsidiary, as applicable (including, but not limited to to, verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act(if any)), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APPSchedule 2.19 hereto. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 2.19 hereto, and, except for such violationsas disclosed in Schedule 2.19 hereof, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended threatened by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 2.19, either to revoke, withdraw or suspend any material license or permit or to terminate the participation of the Company or any Subsidiary in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.respect

Appears in 1 contract

Samples: Stock Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, South Texas and each Physician Employee and other licensed employee or independent contractor of the Company South Texas (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate his/her/its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company South Texas is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, Each of South Texas and each Physician Employee Seller has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company South Texas is presently receiving payments directly or indirectly from any Payor for patient care technical imaging services provided by such Physician Employee, any licensed employee technician or independent contractor of South Texas (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), ) and provider agreements, agreements is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySouth Texas, and there is no action pending or to the Company's knowledge of Seller and South Texas recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company South Texas in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller and South Texas, there has been no decision not to renew any existing agreement with any provider or Payor relating to the CompanySouth Texas's business as presently being conducted by it. Neither the Company nor any Physician Employee South Texas (i) has not had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has not been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is not the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The CompanyExcept as listed in Schedule 5.28(a) hereto, Seller, and, to the best knowledge of Seller and the General Partners, each Physician Employee and other licensed employee or independent contractor of the Company Seller, (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or its/his/her specialty business, and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act for Maryland, Virginia and Washington, D.C. (the "Medicare and Medicaid Programs") (Medicare and any Medicaid Programs and such other programs funded in whole or in part by similar federal, state or local entities reimbursement or governmental programs for which the Company Seller is eligible and which are listed in hereinafter referred to, collectively, as the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, and each Physician Employee (iii) has a current provider number numbers for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Seller is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)authorizations, and provider agreements, is set forth in the Disclosure SchedulesSchedule 5.28(a), true, complete and correct copies of which have been provided to APPAPPM. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySeller, and there is no action pending or pending, or, to the Company's best knowledge recommended of Seller and the General Partners, threatened, by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 5.28(a), either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Seller in any Governmental Program or Private Program, and, to the best knowledge of Seller and the General Partners, no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) or to revoke, withdraw or suspend any material license to operate its business Business as is presently being conducted by it. To the best knowledge of Seller and the CompanyGeneral Partners, there has been no decision not to renew any existing agreement with any provider or Payor relating to the CompanySeller's business Business as presently being conducted by it. Neither Except as set forth in Schedule 5.28(a) or Schedule 5.12, neither Seller nor the Company nor any Physician Employee Business (i) has had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed)revoked, (ii) has been reprimanded in writingreprimanded, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed)board, or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it its in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The CompanyExcept as listed in Schedule 5.28(a), Seller, the Center, and each Physician Employee and other licensed employee or independent contractor of Seller, other than any physicians providing professional medical services at the Company Center, (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty the Business and (ii) is eligible to participate in and to receive reimbursement certified for participation under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") (Medicare and any Medicaid Programs and such other programs funded in whole or in part by similar federal, state or local entities reimbursement or governmental programs for which the Company Seller is eligible and which are listed in hereinafter referred to collectively as the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, ) and each Physician Employee has a current provider number numbers for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Seller is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act)authorizations, and provider agreements, is set forth in the Disclosure SchedulesSchedule 5.28(a), true, complete and correct copies of which have been provided to APPAPPM. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanySeller, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure SchedulesSchedule 5.28(a), either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Seller in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules Schedule 5.28(a) or to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business Center as presently being conducted by it. Neither the Company Except as set forth in Schedule 5.28(a) or Schedule 5.12 hereof, neither Seller nor any Physician Employee Center (i) has had his/her/its professional license, Drug Enforcement Agency number, license or Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed)revoked, (ii) has been reprimanded in writingreprimanded, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed)board, or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, Madison and each Physician Employee and other licensed employee or independent contractor of the Company Madison (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate his/her/its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company Madison is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, Each of Madison and each Physician Employee Seller has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Madison is presently receiving payments directly or indirectly from any Payor for patient care technical imaging services provided by such Physician Employee, any licensed employee technician or independent contractor of Madison (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), ) and provider agreements, agreements is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanyMadison, and there is no action pending or to the Company's knowledge of Seller and Madison recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Madison in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller and Madison, there has been no decision not to renew any existing agreement with any provider or Payor relating to the CompanyMadison's business as presently being conducted by it. Neither the Company nor any Physician Employee Madison (i) has not had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has not been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is not the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, and each Physician Employee and other licensed employee or independent contractor of the Company (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, and each Physician Employee has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company is presently receiving payments directly or indirectly from any Payor for patient care provided by such Physician Employee, licensed employee or independent contractor (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), and provider agreements, is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the Company, and there is no action pending or to the Company's knowledge recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the Company, there has been no decision not to renew any existing agreement with any provider or Payor relating to the Company's business as presently being conducted by it. Neither the Company nor any Physician Employee (i) has had his/her/its professional license, Drug Enforcement 25 Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

Licenses, Authorization and Provider Programs. (a) The Company, Lexington and each Physician Employee and other licensed employee or independent contractor of the Company Lexington (i) is the holder of all valid licenses, approvals, orders, consents, permits, registrations, qualifications and other rights and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate his/her/its business or practice his or her specialty and (ii) is eligible to participate in and to receive reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid Programs") and any other programs funded in whole or in part by federal, state or local entities for which the Company Lexington is eligible and which are listed in the Disclosure Schedules ("Governmental Programs"). The Company, the Stockholders, Each of Lexington and each Physician Employee Seller has a current provider number for such Governmental Programs and with such private non-governmental programs (including without limitation any private insurance program) under which the Company Lexington is presently receiving payments directly or indirectly from any Payor for patient care technical imaging services provided by such Physician Employee, any licensed employee technician or independent contractor of Lexington (such non-governmental programs herein referred to as "Private Programs"). A true, correct and complete list of such licenses, permits and other authorizations (including, but not limited to verification of Medicare and Medicaid provider numbers and participating physician contracts under 1842(h) of the Social Security Act), ) and provider agreements, agreements is set forth in the Disclosure Schedules, true, complete and correct copies of which have been provided to APP. No violation, default, order or deficiency exists with respect to any of the items listed in the Disclosure Schedules except for such violations, defaults, orders or deficiencies which would not be reasonably likely to have a Material Adverse Effect on the CompanyLexington, and there is no action pending or to the Company's knowledge of Seller and Lexington recommended by any state or federal agencies having jurisdiction over the items listed in the Disclosure Schedules, either to revoke, withdraw or suspend any material license or to terminate the participation of the Company Lexington in any Governmental Program or Private Program, and no event has occurred which, with or without notice or lapse of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed in the Disclosure Schedules to revoke, withdraw or suspend any material license to operate its business as is presently being conducted by it. To the knowledge of the CompanySeller and Lexington, there has been no decision not to renew any existing agreement with any provider or Payor relating to the CompanyLexington's business as presently being conducted by it. Neither the Company nor any Physician Employee Lexington (i) has not had his/her/its professional license, Drug Enforcement Agency number, Medicare/Medicaid provider status or staff privileges at any hospital or diagnostic imaging center suspended, relinquished, terminated or revoked (including orders that have been entered by any such entities but stayed), (ii) has not been reprimanded in writing, sentenced, or disciplined by any licensing board, state agency, regulatory body or authority, hospital, Payor or specialty board (including orders that have been entered by any such entities but stayed), or (iii) is not the subject of an initial or final determination by any federal or state authority that could result in any demand or reimbursement under the Medicare, Medicaid or Government Programs or any exclusion or which monetary penalty under federal or state law or (iv) has had a final judgment or settlement entered against him/her/it in connection with a malpractice or similar action.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (American Physician Partners Inc)

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