Common use of Licenses, Permits and Compliance with Law Clause in Contracts

Licenses, Permits and Compliance with Law. Schedule 3.9 is a true and complete list of all material notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the “Licenses”) held by the Sellers and issued by, or submitted by the Sellers to, any Governmental Authority. Each Seller owns or possesses all of the Licenses that are necessary to enable it to carry on the Business as presently conducted. All Licenses are valid, binding, and in full force and effect. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any License. Each Seller has taken all necessary action to maintain each License. No loss or expiration of any License is pending, reasonably foreseeable or, to the Sellers’ knowledge, threatened (other than expiration upon the end of any term). Each Seller is (and has been at all times during the past five (5) years) in compliance with all applicable laws (including applicable laws relating to privacy, zoning, environmental matters and the safety and health of employees), ordinances, regulations and orders of all Governmental Authorities, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect on the Business or the Assets. “Material Adverse Effect” or “Material Adverse Change” means any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (a) the condition (financial or otherwise), business, assets, liabilities or results of operations of the Sellers, or (b) the ability of the Sellers or Parent to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement, provided that “Material Adverse Effect” or “Material Adverse Change” shall not be deemed to include an event, change, occurrence or effect to the extent (and only to the extent) it relates to (i) applicable economic or market conditions generally affecting the technology or software industry that do not affect the Sellers in a materially disproportionate manner; (ii) the announcement of the Acquisition and the other transactions contemplated by this Agreement; (iii) the execution of, compliance with the terms of, or the taking of any action required by this Agreement, or the consummation of the Acquisition; or (iv) changes in national or international political or social conditions, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack.

Licenses, Permits and Compliance with Law. Schedule 3.9 5.9 is a true and complete list of all material notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the “Licenses”) held by the Sellers Seller and issued by, or submitted by the Sellers Seller to, any Governmental AuthorityAuthority (collectively, the “Permits”). Each Seller owns or possesses all of the Licenses that are Permits necessary to enable it to carry on the Business and as presently proposed to be conducted. All Licenses are Except as set forth in Schedule 5.9, each of the Permits is valid, binding, subsisting and in full force and effecteffect and may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder, or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any LicensePermit. Each Seller has taken all necessary action to maintain each LicensePermit. No loss or expiration of any License Permit is threatened, pending, or reasonably foreseeable or, to the Sellers’ knowledge, threatened (other than expiration upon the end of any term). Each Except as set forth in Schedule 5.9, Seller is (and has been at all times during the past five (5) years) in compliance with all applicable laws (including applicable laws relating to privacy, zoning, environmental matters and the safety and health of employees), ordinances, regulations and orders of all Governmental Authorities, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect on the Business or the Assets. “Material Adverse Effect” or “Material Adverse Change” means any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (a) the condition (financial or otherwise), business, assets, liabilities or results of operations of the Sellers, or (b) the ability of the Sellers or Parent to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement, provided that “Material Adverse Effect” or “Material Adverse Change” shall not be deemed to include an event, change, occurrence or effect to the extent (and only to the extent) it relates to (i) applicable economic or market conditions generally affecting the technology or software industry that do not affect the Sellers in a materially disproportionate manner; (ii) the announcement of the Acquisition and the other transactions contemplated by this Agreement; (iii) the execution of, compliance with the terms of, or the taking of any action required by this Agreement, or the consummation of the Acquisition; or (iv) changes in national or international political or social conditions, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack.

Licenses, Permits and Compliance with Law. Schedule 3.9 4.10 is a true and complete list of all material notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the “Licenses”) held by the Sellers and issued by, or submitted by the Sellers HAI to, any Governmental AuthorityAuthority (collectively, the “Permits”) relating to the conduct of the Business. Each Seller HAI owns or possesses all of the Licenses that are Permits necessary to enable it to carry on the Business as currently conducted and as presently proposed to be conducted, each of which is reflected on Schedule 4.10. All Licenses are Except as set forth in Schedule 4.10, each of the Permits is valid, binding, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing Date, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any LicensePermit. Each Seller HAI has taken all necessary action to maintain each LicensePermit. No loss or expiration of any License Permit is threatened, pending, or reasonably foreseeable or, to the Sellers’ knowledge, threatened (other than expiration upon the end of any term). Each Seller Except as set forth in Schedule 4.10, HAI is (and has been at all times during the past five (5) years) in compliance with all applicable laws (including all laws and regulations under Title XVIII of the Social Security Act (Medicare) (“Medicare”), Title XIX of the Social Security Act (Medicaid) (“Medicaid”) and Title XXI of the Social Security Act (The State Children’s Health Insurance Program), and all applicable laws relating to privacy, zoning, environmental matters and the safety and health of employees), ordinances, regulations and orders of all Governmental Authorities. Neither HAI, except where the failure nor any of officers, employees or other contracted staff (collectively referred to in this paragraph as “employees”) has been or is about to be excluded from participation in compliance would not, individually any Federal Health Care Program (as defined herein). The listing of HAI or in the aggregate, have a Material Adverse Effect any of its employees on the Business or the Assets. “Material Adverse Effect” or “Material Adverse Change” means any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (a) the condition (financial or otherwise)United States Department of Health and Human Services Office of Inspector General’s List of Excluded Individuals/Entities, business, assets, liabilities or results of operations of the Sellers, or (b) the ability United States General Services Administration’s Lists of Parties Excluded From USA Federal Procurement & Nonprocurement Programs, (c) any state Medicaid exclusion list, or (d) the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons list, shall constitute “exclusion” for purposes of this paragraph. For the purpose of this paragraph, the term "Federal Health Care Program" means the Medicare program, the Medicaid program, TRICARE, any health care program of the Sellers or Parent to perform their respective obligations under this Agreement or to consummate Department of Veterans Affairs, the transactions contemplated by this AgreementMaternal and Child Health Services Block Grant program, provided that “Material Adverse Effect” or “Material Adverse Change” shall not be deemed to include an eventany state social services block grant program, change, occurrence or effect to the extent (and only to the extent) it relates to (i) applicable economic or market conditions generally affecting the technology or software industry that do not affect the Sellers in a materially disproportionate manner; (ii) the announcement of the Acquisition and the other transactions contemplated by this Agreement; (iii) the execution of, compliance with the terms ofany state children’s health insurance program, or the taking of any action required by this Agreement, or the consummation of the Acquisition; or (iv) changes in national or international political or social conditions, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attacksimilar program.

Licenses, Permits and Compliance with Law. Schedule 3.9 5.9 is a true and complete list of all material notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the “Licenses”) held by the Sellers and issued by, or submitted by the Sellers Seller to, any Governmental AuthorityAuthority (collectively, the “Permits”) relating to the conduct of the Business. Each Seller owns or possesses all of the Licenses that are Permits necessary to enable it to carry on the Business as currently conducted and as presently proposed to be conducted, each of which is reflected on Schedule 5.9. All Licenses are Except as set forth in Schedule 5.9, each of the Permits is valid, binding, subsisting and in full force and effecteffect and may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any LicensePermit. Each Seller has taken all necessary action to maintain each LicensePermit. No loss or expiration of any License Permit is threatened, pending, or reasonably foreseeable or, to the Sellers’ knowledge, threatened (other than expiration upon the end of any term). Each Except as set forth in Schedule 5.9, Seller is (and has been at all times during the past five (5) years) in compliance with all applicable laws (including all laws and regulations under Title XVIII of the Social Security Act (Medicare) (“Medicare”), Title XIX of the Social Security Act (Medicaid) (“Medicaid”) and Title XXI of the Social Security Act (The State Children’s Health Insurance Program), and all applicable laws relating to privacy, zoning, environmental matters and the safety and health of employees), ordinances, regulations and orders of all Governmental Authorities. Without limiting the foregoing and in connection with the billing services provided, except where the failure Seller’s billing and collection agreements, arrangements and practices comply with applicable law. Neither Seller, nor any of officers, employees or other contracted staff (collectively referred to in this paragraph as “employees”) has been or is about to be excluded from participation in compliance would not, individually any Federal Health Care Program (as defined herein). The listing of Seller or in the aggregate, have a Material Adverse Effect any of its employees on the Business or the Assets. “Material Adverse Effect” or “Material Adverse Change” means any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (a) the condition (financial or otherwise)United States Department of Health and Human Services Office of Inspector General’s List of Excluded Individuals/Entities, business, assets, liabilities or results of operations of the Sellers, or (b) the ability United States General Services Administration’s Lists of Parties Excluded From USA Federal Procurement & Nonprocurement Programs, (c) any state Medicaid exclusion list, or (d) the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons list, shall constitute “exclusion” for purposes of this paragraph. For the purpose of this paragraph, the term "Federal Health Care Program" means the Medicare program, the Medicaid program, TRICARE, any health care program of the Sellers or Parent to perform their respective obligations under this Agreement or to consummate Department of Veterans Affairs, the transactions contemplated by this AgreementMaternal and Child Health Services Block Grant program, provided that “Material Adverse Effect” or “Material Adverse Change” shall not be deemed to include an eventany state social services block grant program, change, occurrence or effect to the extent (and only to the extent) it relates to (i) applicable economic or market conditions generally affecting the technology or software industry that do not affect the Sellers in a materially disproportionate manner; (ii) the announcement of the Acquisition and the other transactions contemplated by this Agreement; (iii) the execution of, compliance with the terms ofany state children’s health insurance program, or the taking of any action required by this Agreement, or the consummation of the Acquisition; or (iv) changes in national or international political or social conditions, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attacksimilar program.

Licenses, Permits and Compliance with Law. Schedule 3.9 5.9 is a true and complete list of all material notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the “Licenses”) held by the Sellers and issued by, or submitted by the Sellers Seller to, any Governmental AuthorityAuthority (collectively, the “Permits”) relating to the conduct of the Business. Each Seller owns or possesses all of the Licenses that are Permits necessary to enable it to carry on the Business as currently conducted and as presently proposed to be conducted, each of which is reflected on Schedule 5.9. All Licenses are Except as set forth in Schedule 5.9, each of the Permits is valid, binding, subsisting and in full force and effecteffect and may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any LicensePermit. Each Seller has taken all necessary action to maintain each LicensePermit. No loss or expiration of any License Permit is threatened, pending, or reasonably foreseeable or, to the Sellers’ knowledge, threatened (other than expiration upon the end of any term). Each Except as set forth in Schedule 5.9, Seller is (and has been at all times during the past five (5) years) in compliance with all applicable laws (including all laws and regulations under Title XVIII of the Social Security Act (Medicare) (“Medicare”), Title XIX of the Social Security Act (Medicaid) (“Medicaid”) and Title XXI of the Social Security Act (The State Children’s Health Insurance Program), and all applicable laws relating to privacy, zoning, environmental matters and the safety and health of employees), ordinances, regulations and orders of all Governmental Authorities. Neither Seller, except where the failure nor any of officers, employees or other contracted staff (collectively referred to in this paragraph as “employees”) has been or is about to be excluded from participation in compliance would not, individually any Federal Health Care Program (as defined herein). The listing of Seller or in the aggregate, have a Material Adverse Effect any of its employees on the Business or the Assets. “Material Adverse Effect” or “Material Adverse Change” means any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (a) the condition (financial or otherwise)United States Department of Health and Human Services Office of Inspector General’s List of Excluded Individuals/Entities, business, assets, liabilities or results of operations of the Sellers, or (b) the ability United States General Services Administration’s Lists of Parties Excluded From USA Federal Procurement & Nonprocurement Programs, (c) any state Medicaid exclusion list, or (d) the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons list, shall constitute “exclusion” for purposes of this paragraph. For the purpose of this paragraph, the term "Federal Health Care Program" means the Medicare program, the Medicaid program, TRICARE, any health care program of the Sellers or Parent to perform their respective obligations under this Agreement or to consummate Department of Veterans Affairs, the transactions contemplated by this AgreementMaternal and Child Health Services Block Grant program, provided that “Material Adverse Effect” or “Material Adverse Change” shall not be deemed to include an eventany state social services block grant program, change, occurrence or effect to the extent (and only to the extent) it relates to (i) applicable economic or market conditions generally affecting the technology or software industry that do not affect the Sellers in a materially disproportionate manner; (ii) the announcement of the Acquisition and the other transactions contemplated by this Agreement; (iii) the execution of, compliance with the terms ofany state children’s health insurance program, or the taking of any action required by this Agreement, or the consummation of the Acquisition; or (iv) changes in national or international political or social conditions, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attacksimilar program.