Common use of Medicare and Medicaid Programs Clause in Contracts

Medicare and Medicaid Programs. The Company, each Owner and each Physician Employee are qualified for participation in the Medicare and Medicaid programs and are parties to provider agreements for such programs that are in full force and effect with no events of default having occurred thereunder. To its actual knowledge, the Company, each Owner and each Physician Employee have timely filed all claims or other reports required to be filed prior to the Effective Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs. To the actual knowledge of the Company, all such claims or reports are complete and accurate in all material respects. The Company, each Owner and each Physician Employee has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that have become due pursuant to such claims, and none of the Company, any Owner or any Physician Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner or any Physician Employee in order to be paid by a Payor for services rendered. None of the Company, any of its directors, officers, employees, consultants or Owners or any of their respective Affiliates has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect or any other Medicare or Medicaid program-related offense. None of the Company or any of its directors, officers, Owners or, to the best of the Company's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, but not limited to, defrauding a government program, loss of a license to provide health care services or failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner the Physician and each Physician Professional Employee are is qualified for participation in the Medicare and Medicaid Medicare programs and are parties is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeThe Company, the Company, each Owner Physician and each Physician Professional Employee have has timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner the Physician and each Physician Professional Employee has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of neither the Company, the Physician nor any Owner or any Physician Professional Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Company Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner the Physician or any Physician Professional Employee in order to be paid by a Payor for services rendered. None of Neither the Company, nor any of its directors, officers, employees, consultants or Owners or any of their respective Affiliates the Physician has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of Neither the Company or any of Company, nor its directors, officers, Owners orthe Physician, or to the best of the Company's actual knowledge, its employeesemployees or consultants, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner Acquired Companies and each Physician Employee the Subsidiaries are qualified for participation in the Medicare and Medicaid Medicare programs and are parties party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledge, The Acquired Companies and the Company, each Owner and each Physician Employee Subsidiaries have timely filed all claims or other reports required to be filed on or before the date hereof, and will timely file all claims and reports required to be filed on or prior to the Effective Date Closing Date, with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the CompanyAll such filed claims or reports are, and all such claims and reports to be filed on or reports are before the Closing Date will be, complete and accurate in all material respects. The Company, each Owner Acquired Companies and each Physician Employee has the Subsidiaries have paid or has have properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of neither the Company, any Owner or any Physician Employee has Acquired Companies nor the Subsidiaries have any material liability to any Payor with respect thereto, except as has been reserved for in the Acquired Companies Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner Acquired Companies or any Physician Employee the Subsidiaries in order to be paid by a Payor for services rendered. None of Neither the CompanyAcquired Companies, the Subsidiaries, nor any of its directors, officers, employees, consultants or Owners or any of their respective Affiliates the Stockholder has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of Neither the Company or any of its Stockholder, the Acquired Companies, the Subsidiaries, nor their respective directors, officers, Owners oremployees or consultants, to the best of the Company's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a federal, state or local government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner Optometrists and each Physician Employee professional employee of the Seller are qualified for participation in the Medicare and Medicaid programs and are parties the Seller is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeSeller, the Company, each Owner Optometrists and each Physician Employee professional employee of the Seller have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner and each Physician Employee Seller has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of the Company, any Owner or any Physician Employee has Seller does not have any material liability to any Payor with respect thereto, except as has been reserved for in the Balance SheetSeller's Financial Statements or set forth on the Disclosure Schedule. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the CompanySeller, any Owner Optometrists or any Physician Employee a professional employee of Seller in order to be paid by a Payor for services rendered. None of the CompanySeller, any of its directors, officers, employees, consultants or Owners Optometrists or any professional employee of their respective Affiliates Seller has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Seller, Optometrists or any of its directors, officers, Owners or, to the best professional employee of the Company's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates Seller has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner the Physician and each Physician Professional Employee are is qualified for participation in the Medicaid and Medicare and Medicaid programs and are parties is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeThe Company, the Company, each Owner Physician and each Physician Professional Employee have has timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner the Physician and each Physician Professional Employee has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of neither the Company, the Physician nor any Owner or any Physician Professional Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Company Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner the Physician or any Physician Professional Employee in order to be paid by a Payor for services rendered. None of Neither the Company, nor any of its directors, officers, employees, consultants or Owners or any of their respective Affiliates the Physician has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of Neither the Company or any of Company, nor its directors, officers, Owners orthe Physician, or to the best of the Company's actual knowledge, its employeesemployees or consultants, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The CompanyTo the best of Seller's knowledge, each Owner Optometrist and each Physician Employee professional employee of the Seller are qualified for participation in the Medicare and Medicaid programs and are parties the Seller is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual the best of Seller's knowledge, the CompanySeller, each Owner Optometrist and each Physician Employee professional employee of the Seller have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a material adverse affect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner and each Physician Employee Seller has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none to the best of the CompanySeller's knowledge, any Owner or any Physician Employee has Seller does not have any material liability to any Payor with respect thereto, except as has been reserved for in the Balance SheetSeller's Financial Statements or set forth on SCHEDULE 3.1(J). There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by Seller, Optometrist or to the Companybest of Seller's knowledge, any Owner or any Physician Employee a professional employee of Seller in order to be paid by a Payor for services rendered. None of the CompanySeller, Optometrist or to the best of Seller's knowledge, any professional employee of its directors, officers, employees, consultants or Owners or any of their respective Affiliates Seller has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Seller, Optometrist or any of its directors, officers, Owners or, to the best professional employee of the Company's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates Seller has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner the Partnership, the Physician and each Physician Professional Employee are qualified for participation in the Medicaid and Medicare and Medicaid programs and are parties to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeThe Company, the CompanyPartnership, each Owner the Physician and each Physician Professional Employee have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner the Partnership, the Physician and each Physician Professional Employee has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of the Company, any Owner the Partnership, the Physician or any Physician Professional Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Partnership Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner the Partnership, the Physician or any Physician Professional Employee in order to be paid by a Payor for services rendered. None of the Company, the Partnership or any of its their respective directors, officers, partners, employees, consultants or Owners or any of their respective Affiliates the Physician has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Company, the Partnership or any of its their respective directors, partners, officers, Owners orthe Physician, or to the best of the Company's actual knowledge, its employeesthe Partnership's respective employees or consultants, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner Physician and each Physician Employee professional employee of the Seller are qualified for participation in the Medicare and Medicaid programs and are parties the Seller is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeSeller, the Company, each Owner Physician and each Physician Employee professional employee of the Seller have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner and each Physician Employee Seller has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of the Company, any Owner or any Physician Employee has Seller does not have any material liability to any Payor with respect thereto, except as has been reserved for in the Balance SheetSeller's Financial Statements or set forth on SCHEDULE 3.1(I). There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the CompanySeller, any Owner Physician or any Physician Employee a professional employee of Seller in order to be paid by a Payor for services rendered. None of the CompanySeller, any of its directors, officers, employees, consultants or Owners Physician or any professional employee of their respective Affiliates Seller has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Seller, Physician or any of its directors, officers, Owners or, to the best professional employee of the Company's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates Seller has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner the Partnership, the Physician and each Physician Professional Employee are qualified for participation in the Medicaid and Medicare and Medicaid programs and are parties to provider agreements for such programs that which are in full force and effect with no -26- 27 events of default having occurred thereunder. To its actual knowledgeThe Company, the CompanyPartnership, each Owner the Physician and each Physician Professional Employee have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner the Partnership, the Physician and each Physician Professional Employee has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of the Company, any Owner the Partnership, the Physician or any Physician Professional Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Partnership Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner the Partnership, the Physician or any Physician Professional Employee in order to be paid by a Payor for services rendered. None of the Company, the Partnership or any of its their respective directors, officers, partners, employees, consultants or Owners or any of their respective Affiliates the Physician has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Company, the Partnership or any of its their respective directors, partners, officers, Owners orthe Physician, or to the best of the Company's actual knowledge, its employeesthe Partnership's respective employees or consultants, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The CompanyOptometrist and, to the best of Seller's and Optometrist's knowledge, each Owner and each Physician Employee professional employee of the Seller are qualified for participation in the Medicare and Medicaid programs and are parties the Seller is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual Seller, Optometrist and, to the best of Seller's and Optometrist's knowledge, each professional employee of the Company, each Owner and each Physician Employee Seller have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a material adverse effect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner and each Physician Employee Seller has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and, to the best of Seller's and none of the CompanyOptometrist's knowledge, any Owner or any Physician Employee has Seller does not have any material liability to any Payor with respect thereto, except as has been reserved for in the Balance SheetSeller's Financial Statements or set forth on SCHEDULE 3.1(J). There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by Seller, Optometrist or, to the Companybest of Seller's and Optometrist's knowledge, any Owner or any Physician Employee a professional employee of Seller in order to be paid by a Payor for services rendered. None of the CompanySeller, any of its directors, officers, employees, consultants or Owners Optometrist or any professional employee of their respective Affiliates Seller has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company or any of its directorsSeller, officers, Owners Optometrist or, to the best of the CompanySeller's actual and Optometrist's knowledge, its employees, consultants or any professional employee of the aforesaid persons' respective Affiliates Seller has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.

Medicare and Medicaid Programs. The CompanyCompany and the Owner, each Owner and each Physician Employee to the extent necessary, are qualified for participation in the Medicare and Medicaid programs and are parties to provider agreements for such Medicaid programs that are in full force and effect with no events of default having occurred thereunder. The Company and the Owner require no other certification or qualification under Medicare or Medicaid to lawfully conduct their podiatry practice or to receive payment for their services, including the use of surgical facilities. To its and the Owner's actual knowledge, the Company, each Company and the Owner and each Physician Employee have timely filed all claims or other reports required to be filed prior to the Effective Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs. To the actual knowledge of the CompanyCompany and the Owner, all such claims or reports are complete and accurate in all material respects. The Company, each Company and the Owner and each Physician Employee has have paid or has have properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that have become due pursuant to such claims, and none neither of the Company, any nor the Owner or any Physician Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Company or the Owner or any Physician Employee in order to be paid by a Payor for services rendered. None During the past six years, and without any continuing course of action, none of the Company, any of its directors, officers, employees, consultants officers or Owners or any of their respective Affiliates has the Owner have been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect or any other Medicare or Medicaid program-related offense. None of the Company or any of its directors, officers, Owners or, to the best of the Company's or the Owner's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, but not limited to, defrauding a government program, loss of a license to provide health care services or failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner and each Physician Employee are Seller is qualified for participation in the Medicare and Medicaid programs programs, and are parties Seller is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeSeller, the Company, each Owner and each Physician Employee have has timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner and each Physician Employee Seller has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of the Company, any Owner or any Physician Employee has Seller does not have any material liability to any Payor with respect thereto, except as has been reserved for in the Balance SheetSeller's Financial Statements or set forth on SCHEDULE 3.1(i). There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner or any Physician Employee Seller in order to be paid by a Payor for services rendered. None of the CompanySeller, any of its directors, officers, employees, consultants or Owners Shareholder or any employee, director, officer or consultant of their respective Affiliates Seller has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Seller, Shareholder or any of its directorsemployee, officersdirector, Owners or, to the best officer or consultant of the Company's actual knowledge, its employees, consultants or any of the aforesaid persons' respective Affiliates Seller has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a the Seller's ambulatory surgical center license to provide health care services or issued by the State of Florida, and failure to provide quality care.

Medicare and Medicaid Programs. The Company, each Owner the Partnership, the Physician and each Physician Professional Employee are qualified for participation in the Medicaid and Medicare and Medicaid programs and are parties is party to provider agreements for such programs that which are in full force and effect with no events of default having occurred thereunder. To its actual knowledgeThe Company, the CompanyPartnership, each Owner the Physician and each Physician Professional Employee have timely filed all claims or other reports required to be filed prior to the Effective Closing Date with respect to the purchase of services by third-party payors ("Payors"), including but not limited to Medicare and Medicaid programs, except where the failure to file would not, individually or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Company, all All such claims or reports are complete and accurate in all material respects. The Company, each Owner the Partnership, the Physician and each Physician Professional Employee has paid or has properly recorded on the Financial Statements all actually known and undisputed refunds, discounts or adjustments that which have become due pursuant to such claims, and none of the Company, any Owner the Partnership, the Physician or any Physician Professional Employee has any material liability to any Payor with respect thereto, except as has been reserved for in the Partnership Balance Sheet. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen Medicare and/or Medicaid claims determinations or other reports required to be filed by the Company, any Owner the Partnership, the Physician or any Physician Professional Employee in order to be paid by a Payor for services rendered. None of the Company, the Partnership or any of its their respective directors, officers, partners, employees, consultants or Owners or any of their respective Affiliates the Physician has been convicted of, or pled guilty or nolo contendere to, patient abuse or neglect neglect, or any other Medicare or Medicaid program-related offense. None of the Company Company, the Partnership or any of its their respective directors, officers, Owners orpartners, the Physician, or to the best of the Company's actual knowledge, its employeesthe Partnership's respective employees or consultants, consultants or any of the aforesaid persons' respective Affiliates has committed any offense that which may serve as the basis for the Company's suspension or exclusion from the Medicare and Medicaid programs, including, including but not limited to, defrauding a government program, loss of a license to provide health care services or services, and failure to provide quality care.