Common use of No Agency Action or Enforcement Clause in Contracts

No Agency Action or Enforcement. (a) Except as set forth on Schedule 4.22(a), neither the Business nor any Seller Entity is currently, with respect to any Governmental Authority: (i) to Seller's Knowledge the subject of any material audit, inquiry, or investigation; or (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by a Seller Entity or any Affiliate thereof to any Governmental Authority, or (B) requires or prohibits any activity by any Seller Entity or Affiliate thereof; and which, in the case of either (A) or (B) of this sentence, is either punitive in nature, or serves as a civil penalty, the foregoing to include, without limitation, the Business being required to be conducted under a mandatory corporate integrity agreement. (b) Except as set forth and described in Schedule 4.22(b), (i) the right of a Seller Entity or an Affiliate thereof or, to Seller's Knowledge, any licensed professional or other individual who provides material services to or on behalf of any Seller Entity or an Affiliate thereof to receive reimbursements or provide or order services pursuant to any Government Program or Private Program has not been terminated, excluded or otherwise materially adversely affected as a result of any investigation or action whether by any Governmental Authority or other third party; (ii) to Seller's Knowledge, neither a Seller Entity or any Affiliate thereof, nor any licensed professional or other individual who is a party to a Material Contract, has, during the past three years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity, or material violation of applicable law or policy, nor has any Seller Entity or an Affiliate thereof received any written notice of deficiency during the past three years in connection with their respective operations; (iii) there are not any outstanding written deficiencies or work orders of any Governmental Authority having jurisdiction over the Business or any Seller Entity or Affiliate thereof, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs; and (iv) no Seller Entity or any Affiliate thereof has received any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Business, any Seller Entity or any Affiliate thereof to provide additional personnel, training or supervision so as to conform to or comply with any existing law, code, rule, regulation or standard. Seller has provided, prior to the date of the signing of this Agreement, Buyer with copies of all written reports, correspondence, notices and other documents relating to any matter described or referenced on the Compliance Schedule.

No Agency Action or Enforcement. (a) Except as set forth on Schedule 4.22(a), neither the Business Compliance Schedule: (a) Neither the Company nor any Seller Entity of its Subsidiaries is currently, with respect to any Governmental AuthorityEntity or Third Party Payor: (i) to Seller's Knowledge the Company’s Knowledge, the subject of any material audit, inquiry, or investigation; or (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by a Seller the Company or any Subsidiary to any Government Entity or Third Party Payor, (B) requires any Affiliate thereof to recoupment of money from the Company or any Subsidiary by any Governmental AuthorityEntity or Third Party Payor, or (BC) requires or prohibits any activity by the Company or any Seller Entity or Affiliate thereof; and which, in the case of either (A) or (B) of this sentence, is either punitive in nature, or serves as a civil penalty, the foregoing to include, without limitation, the Business being required to be conducted under a mandatory corporate integrity agreementSubsidiary. (b) Except as set forth and described in Schedule 4.22(b), (i) neither the Company’s nor any Subsidiary’s right of a Seller Entity or an Affiliate thereof or, to Seller's Knowledge, any licensed professional or other individual who provides material services to or on behalf of any Seller Entity or an Affiliate thereof to receive reimbursements or provide or order services pursuant to any Government Program or Private Program has not been terminated, excluded terminated or otherwise materially adversely affected as a result of any investigation or action whether by any Governmental Authority Government Entity or other third partyThird Party Payor; (ii) to Seller's Knowledge, neither a Seller Entity or any Affiliate thereof, the Company nor any licensed professional or other individual who is a party to a Material Contract, Subsidiary has, during the past three yearson or after January 1, 2002, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental AuthorityEntity, Third Party Payor, trade association, professional review organization, accrediting organization organization, licensing agency or certifying agency, other than any such inspection, investigation, survey, audit, monitoring or other form of review that was routinely conducted by any such Governmental Entity, Third Party Payor, trade association, professional review organization, accrediting organization, licensing agency or certifying agency and was not based upon upon, and did not result in a finding of, any alleged improper activity, or material violation of applicable law or policy, nor has the Company or any Seller Entity or an Affiliate thereof of its Subsidiaries received any written notice of deficiency during the past three five years in connection with their respective operations; and (iii) there are not any outstanding written deficiencies or work orders of any Third Party Payor or any Governmental Authority Entity having jurisdiction over the Business Company or any Seller Entity or Affiliate thereofSubsidiary, or requiring conformity to any applicable agreement, conditions of participation, accreditation standard, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs; and . (ivc) no Seller Neither the Company nor any Subsidiary is subject to (i) any proceeding to exclude or suspend a health care provider or any provider number from any Government Program or any Private Program, or (ii) any corporate integrity agreement, settlement agreement, or other comparable agreement or understanding with any Government Entity. (d) Neither the Company nor any of its Subsidiaries has received any notice indicating that its qualification as a participating provider in any Governmental Program or Private Program may be terminated or withdrawn, nor does the Company or any of its Subsidiaries have any Knowledge that such qualification may be terminated or withdrawn. (e) Neither the Company nor any of its Subsidiaries has any reimbursement or payment rate appeals, disputes or contested positions pending before any Governmental Entity or any Affiliate thereof has received any written notice of any claim, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over the Business, any Seller Entity or any Affiliate thereof to provide additional personnel, training or supervision so as to conform to or comply with any existing law, code, rule, regulation or standard. Seller has provided, prior to the date of the signing of this Agreement, Buyer with copies of all written reports, correspondence, notices and other documents relating to any matter described or referenced on the Compliance SchedulePrivate Program.

No Agency Action or Enforcement. (a) Except as set forth on Schedule 4.22(a), neither 8.2: (a) None of the Business nor TARGET or any Seller Entity of its Subsidiaries is currently, with respect to any Governmental Authority: (i) to Seller's Knowledge the knowledge of the Sellers, the subject of any material audit, inquiry, focused review or investigation; or (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by a Seller Entity any of the TARGET or any Affiliate thereof of its Subsidiaries to any Governmental AuthorityAuthority or Third Party Payor, or (B) requires any recoupment of money from the TARGET or any of its Subsidiaries by any Governmental Authority or Third Party Payor or (C) prohibits any activity currently conducted by the TARGET or any Seller Entity or Affiliate thereofof its Subsidiaries; and which, in the case of either (A) or (Biii) subject to any actual or, to the knowledge of this sentencethe Sellers or the TARGET or any of its Subsidiaries, is either punitive in nature, or serves as a civil penalty, the foregoing to include, without limitation, the Business being required to be conducted under a mandatory any potential corporate integrity agreement, certification of compliance agreement, or any mandatory or discretionary exclusion from Federal program participation. (b) Except as set forth and described in Schedule 4.22(b), (i) the The right of a Seller Entity or an Affiliate thereof or, to Seller's Knowledge, any licensed professional or other individual who provides material services to or on behalf of any Seller Entity or an Affiliate thereof the Subsidiaries to receive reimbursements or provide or order services pursuant to any Government Program or Private Program has have not been terminatedterminated or, excluded or to the knowledge of the Sellers, otherwise materially adversely affected as a result of any investigation or action whether by any Governmental Authority or other third partyThird Party Payor; (ii) to Seller's Knowledge, neither a Seller Entity none of the TARGET or any Affiliate thereof, nor any licensed professional or other individual who is a party to a Material Contract, of its Subsidiaries has, during the past three yearson or after January 1, 2000, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental AuthorityXxxxxxxxx, xxxxx association, professional review organization, accrediting organization organization, licensing or certifying agency, other than any such inspection, investigation, survey, audit, monitoring or other form of review that was routinely conducted by any such Governmental Xxxxxxxxx, xxxxx association, professional review organization, accrediting organization, licensing or certifying agency and was not based upon upon, and did not result in a finding of, any alleged improper activity, or material violation of applicable law or policy, nor has the TARGET or any Seller Entity or an Affiliate thereof of its Subsidiaries received any written notice of deficiency during the past three seven (7) years in connection with their respective operationsits operations which has not been resolved; and (iii) there are not any outstanding written deficiencies or work orders of any Governmental Authority having jurisdiction over the Business or any Seller Entity or Affiliate thereofTARGET, or requiring conformity to any applicable agreement, Conditions of Participation, accreditation standard, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs Programs. (c) None of the TARGET or any of its Subsidiaries is subject to (i) any proceeding to exclude or suspend it or any of its provider numbers from any Governmental Program, or (ii) any corporate integrity agreement, settlement agreement, or other comparable agreement or understanding with any Governmental Authority. (d) (i) None of the TARGET or any of its Subsidiaries has engaged in any activities that are prohibited under 42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1395nn, and Private Programs1396b, 31 U.S.C. §§ 3729-3733, the Federal CHAMPUS/TRICARE statute, or any other Federal or state statutes related to false or fraudulent claims, the regulations promulgated pursuant to such statutes, or any related state or local statutes or regulations, including the following: (A) knowingly and willfully making or causing to be made any false statement or representation of a material fact in any application for any benefit or payment; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (C) knowingly and willfully failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment; and (D) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration in return for (A) referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (B) purchasing, leasing, or ordering or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, including, except to the extent expressly protected by a safe harbor under the federal anti-kickback statute or an exception to the Xxxxx law self-referral prohibition, (i) making or receiving payments for personal or management services pursuant to a medical director agreement, consulting agreement, management contract, personal services agreement or otherwise; (ii) making or receiving payments for the use of premises leased to or from a physician, a family member of a physician, or an entity in which a physician or family member has an ownership or investment interest; and (iviii) no Seller Entity making or any Affiliate thereof receiving payments for the acquisition or lease of equipment, goods or supplies from a physician, a family member of a physician, or an entity in which physician or family member has received any written notice of any claim, requirement an ownership or demand of any licensing or certifying agency or other third party supervising or having authority over the Business, any Seller Entity or any Affiliate thereof to provide additional personnel, training or supervision so as to conform to or comply with any existing law, code, rule, regulation or standard. Seller has provided, prior to the date of the signing of this Agreement, Buyer with copies of all written reports, correspondence, notices and other documents relating to any matter described or referenced on the Compliance Scheduleinvestment interest.

No Agency Action or Enforcement. (a) Except as set forth on Schedule 4.22(a)3.24: (a) Since January 1, 2018, neither the Business Company nor any Seller Entity is currentlyof its Subsidiaries have been, with respect to any Governmental Authority: Body or Third Party Payor, (i) to Seller's the Knowledge of the Company, the subject of any material audit, inquiry, investigation, inspection, survey or investigationProceeding; or (ii) party to any consent decree, judgment, orderOrder, corporate integrity program or settlement that (A) requires the payment of money by a Seller Entity the Company or any Affiliate thereof to of its Subsidiaries in excess of $100,000, (B) requires any Governmental Authorityrecoupment of money from the Company or any of its Subsidiaries in excess of $100,000, or (BC) requires or prohibits any activity by the Company or any Seller Entity of its Subsidiaries; or Affiliate thereof; and which(iii) the recipient of a subpoena, civil investigative demand, or request for documents in the case context of either (A) any material audit, inquiry, investigation, inspection, survey or (B) Proceeding. There are not any outstanding deficiencies of this sentence, is either punitive in nature, any Third Party Payor or serves as a civil penalty, any Governmental Body having jurisdiction over the foregoing to include, without limitation, the Business being required to be conducted under a mandatory corporate integrity agreementCompany or any of its Subsidiaries. (b) Except as set forth and described in Schedule 4.22(b)Since January 1, (i) 2018, neither the right Company’s nor any of a Seller Entity or an Affiliate thereof or, to Seller's Knowledge, any licensed professional or other individual who provides material services to or on behalf of any Seller Entity or an Affiliate thereof its Subsidiaries’ rights to receive reimbursements or provide or order services pursuant to any Government Program or Private Program has not been terminated, excluded terminated or otherwise materially adversely affected as a result of any Proceeding, investigation or action whether by any Governmental Authority Body or other third party; Third Party Payor. (c) Since January 1, 2018, neither the Company nor any of its Subsidiaries have been subject to (i) any Proceeding to exclude or suspend a health care provider or any provider number from any Government Program or any Private Program, or (ii) to Seller's Knowledgeany corporate integrity agreement, settlement agreement, or other comparable agreement or understanding with any Governmental Body. (d) Since January 1, 2018, neither a Seller Entity or any Affiliate thereof, the Company nor any licensed professional or other individual who is a party to a Material Contract, has, during the past three years, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity, or material violation of applicable law or policy, nor has any Seller Entity or an Affiliate thereof received any written notice of deficiency during the past three years in connection with their respective operations; (iii) there are not any outstanding written deficiencies or work orders of any Governmental Authority having jurisdiction over the Business or any Seller Entity or Affiliate thereof, or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs; and (iv) no Seller Entity or any Affiliate thereof its Subsidiaries has received any written notice indicating that its qualification as a participating provider in any Government Program or Private Program may be terminated or withdrawn, nor does the Company have any Knowledge that such qualification is expected to be terminated or withdrawn. (e) Neither the Company nor any of its Subsidiaries has any claimreimbursement, requirement overpayment or demand of payment rate appeals, disputes, audits or contested positions pending before any licensing or certifying agency or other third party supervising or having authority over the Business, any Seller Entity Governmental Body or any Affiliate thereof to provide additional personnel, training or supervision so as to conform to or comply with any existing law, code, rule, regulation or standard. Seller has provided, prior to the date Private Program outside of the signing ordinary course of this Agreement, Buyer with copies of all written reports, correspondence, notices and other documents relating to any matter described or referenced on the Compliance Scheduleadjudicating healthcare claims.

No Agency Action or Enforcement. (a) Except as set forth on in Schedule 4.22(a), neither 8.2: (a) None of the Business Seller nor any Seller Entity of the Joint Ventures is currently, with respect to any Governmental Authority: (i) to Seller's Knowledge the subject of any material audit, inquiry, focused review or investigation; or (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by a the Seller Entity or any Affiliate thereof the Joint Ventures to any Governmental AuthorityAuthority or Third Party Payor, or (B) requires any recoupment of money from the Seller or any of the Joint Ventures by any Governmental Authority or Third Party Payor or (C) prohibits any activity currently conducted by any Seller Entity or Affiliate thereof; and which, in the case of either (A) or (B) of this sentence, is either punitive in nature, or serves as a civil penalty, the foregoing to include, without limitation, the Business being required to be conducted under a mandatory corporate integrity agreementSeller. (b) Except as set forth and described in Schedule 4.22(b), (i) The rights of the right of a Seller Entity or an Affiliate thereof or, to Seller's Knowledge, any licensed professional or other individual who provides material services to or on behalf of any Seller Entity or an Affiliate thereof and the Joint Ventures to receive reimbursements or provide or order services pursuant to any Government Program or Private Program has have not been terminated, excluded terminated or otherwise materially adversely affected as a result of any investigation or action whether by any Governmental Authority or other third partyThird Party Payor; (ii) to Seller's Knowledge, neither a none of the Seller Entity or any Affiliate thereof, nor any licensed professional or other individual who is a party to a Material Contract, of the Joint Ventures has, during the past three yearson or after January 1, 2002, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental AuthorityXxxxxxxxx, xxxxx association, professional review organization, accrediting organization organization, licensing or certifying agency, other than any such inspection, investigation, survey, audit, monitoring or other form of review that was routinely conducted by any such Governmental Xxxxxxxxx, xxxxx association, professional review organization, accrediting organization, licensing or certifying agency and was not based upon upon, and did not result in a finding of, any Material alleged improper activity, nor have the Seller or material violation any of applicable law or policy, nor has any Seller Entity or an Affiliate thereof the Joint Ventures received any written notice of a Material deficiency during the past three five (5) years in connection with their respective operationsoperations which has not been resolved; and (iii) there are not any outstanding written deficiencies or work orders of issued by any Governmental Authority having jurisdiction over the Business Seller or any Seller Entity or Affiliate thereofof the Joint Ventures, or requiring conformity to any applicable agreement, conditions of participation, accreditation standard, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs and Private Programs. (c) Neither the Seller nor any of the Joint Ventures is subject to (i) any proceeding to exclude or suspend it or any of its any provider numbers from any Government Program or any Private Program, or (ii) any corporate integrity agreement, settlement agreement, or other comparable agreement or understanding with any Governmental Authority. (i) None of the Seller nor any of the Joint Ventures has, within the past seven (7) years, engaged in any activities that are prohibited under 42 U.S.C. §§ 1320a-7, 1320a 7a, 1320a-7b, 1395nn, and 1396b, 31 U.S.C. §§ 3729-3733, the Federal CHAMPUS/TRICARE statute, or any other Federal or state statutes related to false or fraudulent claims, the regulations promulgated pursuant to such statutes, or any related state or local statutes or regulations, including the following: (A) knowingly and willfully making or causing to be made any false statement or representation of a material fact in any application for any benefit or payment; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (C) knowingly and willfully failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment; and (D) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration in return for (1) referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (2) purchasing, leasing, or ordering or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, including, except to the extent expressly protected by a safe harbor under the federal anti-kickback statute or an exception to the Xxxxx law self-referral prohibition, (a) making or receiving payments for personal or management services pursuant to a medical director agreement, consulting agreement, management contract, personal services agreement or otherwise; (b) making or receiving payments for the use of premises leased to or from a physician, a family member of a physician, or an entity in which a physician or family member has an ownership or investment interest; and (ivc) no making or receiving payments for the acquisition or lease of equipment, goods or supplies from a physician, a family member of a physician, or an entity in which physician or family member has an ownership or investment interest. (ii) Schedule 8.2(c)(ii) lists all financial relationships (whether or not memorialized in writing), including any joint venture, partnership, co-ownership or other arrangement involving any ownership or investment interest in the Seller Entity or any Affiliate thereof has received any written notice of any claimthe Joint Ventures, requirement or demand of any licensing or certifying agency or other third party supervising or having authority over that the Business, any Seller Entity or any Affiliate thereof to provide additional personnel, training or supervision so as to conform to or comply of the Joint Ventures have had with any existing lawindividual known by them to be a physician or an immediate family member of a physician within the past seven (7) years, code, rule, regulation or standard. other than financial relationships with the medical directors and medical advisors of the Seller has provided, prior and the Joint Ventures which have been fully disclosed in writing by the Seller to the date of the signing Buyer Companies. For purposes of this AgreementSection, Buyer with copies of all written reports, correspondence, notices the term “financial relationship” has the meaning set forth in 42 U.S.C. § 1395nn and other documents relating to any matter described or referenced on the Compliance Scheduleregulations promulgated thereunder.