Common use of Payment Programs Clause in Contracts

Payment Programs. (a) Scient’x or any of its Subsidiaries, as applicable, is a participating provider, in good standing in each Payment Program (as defined below) in which Scient’x or any of its Subsidiaries has participated at any time during the last two years (the “Scient’x Payment Programs”). For purposes of this Agreement, the term “Payment Programs” means Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To the knowledge of the Sellers, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to participation in any Payment Program by Scient’x or any of its Subsidiaries. Neither Scient’x nor any Subsidiary is subject to, nor has any of them been subjected to in the two years prior to the date of this Agreement, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any material recoupment, refund, or set-off from Scient’x or any of its Subsidiaries and there is no basis therefor. No Payment Program has imposed a material fine, penalty or other sanction on Scient’x or any of its Subsidiaries. Neither Scient’x nor any of its Subsidiaries has been excluded from participation in any Payment Program in the two years prior to the date of this Agreement. Neither Scient’x nor any of its Subsidiaries has knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x or any of its Subsidiaries at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Payment Program. All Medicare cost reports, if any, for all periods prior to the Closing have been accurately completed and timely filed in all material respects.

Payment Programs. (a) Scient’x or any of its Subsidiaries, as applicable, is a participating provider, in good standing in each All Payment Program (as defined below) Programs in which Scient’x the Company or any of its Subsidiaries has participated at any time during the last two three years are listed on the Company Disclosure Schedule (the “Scient’x "Company Payment Programs”"). For purposes of this Agreement, the term “"Payment Programs” " means Medicare, TRICARE, Medicaid, Worker’s 's Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To the knowledge The Company or any of the Sellersits Subsidiaries, there as applicable, is a participating provider, in good standing, in each Company Payment Program. There is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to participation in any Payment Program by Scient’x the Company's or any of its Subsidiaries' participation in any Payment Program. Neither Scient’x the Company nor any Subsidiary is subject to, nor has any of them been subjected to in the two years prior to the date of this Agreementto, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any material recoupment, refund, or set-off from Scient’x the Company or any of its Subsidiaries and there is no basis therefor. No Payment Program has imposed a material fine, penalty or other sanction on Scient’x the Company or any of its Subsidiaries. Neither Scient’x the Company nor any of its Subsidiaries has been excluded from participation in any Payment Program in the two years prior to the date of this AgreementProgram. Neither Scient’x the Company nor any of its Subsidiaries has knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x the Company or any of its Subsidiaries at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Payment Program. All Medicare cost costs reports, if any, for all periods prior to the Closing Effective Time have been accurately completed and timely filed filed. (b) Neither the Company nor any of its Subsidiaries, affiliates, directors, officers or employees directly or indirectly: (i) offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any financial arrangements with, any past or present patient or customer, past or present medical director, physician, other health care provider, supplier, contractor, third party, or Payment Program in order to induce or directly or indirectly obtain business or payments from such person, including without limitation any item or service for which payment may be made in whole or in part under any federal, state or private health care program, or for purchasing, leasing, ordering or arranging for or recommending, purchasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part under any federal, state or private health care program; (ii) given or received, or agreed to give or receive, or is aware that there has been made or that there is any agreement to make or receive, any gift or gratuitous payment or benefit of any kind, nature or description (including without limitation in money, property or services) to any past, present or potential patient or customer, medical director, physician, other health care provider supplier or potential supplier, contractor, Payment Program or any other person; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason; or (v) made or received or agreed to make or receive, or is aware that there has been made or received or that there has been any intention to make or receive, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment. All billing practices of the Company and its Subsidiaries with respect to all Payment Programs have been true, fair and correct and in compliance in all material respectsrespects with all applicable laws, and all regulations and policies of all such Payment Programs, and neither the Company nor any of its Subsidiaries has knowingly billed for or received any payment or reimbursement in excess of amounts permitted by law or the rules and regulations of Payment Programs or contracts therewith.

Payment Programs. (a) Scient’x or any of its Subsidiaries, as applicable, is a participating provider, in good standing in each All Payment Program (as defined below) Programs in which Scient’x or any of its Subsidiaries the Seller has participated at any time during the last two three years are listed on Schedule 4.30 (the “Scient’x "Seller Payment Programs”"). For purposes of this AgreementThe Seller is a participating provider, in good standing, in each Seller Payment Program. There is no pending or, the term “Payment Programs” means Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To the knowledge Knowledge of the SellersSeller, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to the Seller's participation in any Payment Program by Scient’x or any of its SubsidiariesProgram. Neither Scient’x nor any Subsidiary The Seller is not subject to, nor has any of them it been subjected to in the two years prior to the date of this Agreementto, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or or, to the Knowledge of the Seller, threatened any material recoupment, refund, or set-off from Scient’x or any the Seller and, to the Knowledge of its Subsidiaries and the Seller, there is no basis therefor. No Payment Program has imposed a material fine, penalty or other sanction on Scient’x or any of its Subsidiariesthe Seller. Neither Scient’x nor any of its Subsidiaries The Seller has not been excluded from participation in any Payment Program in the two years prior to the date of this AgreementProgram. Neither Scient’x nor any of its Subsidiaries The Seller has knowingly not submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x or any of its Subsidiaries the Seller at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Payment Program. All Medicare cost costs reports, if any, for all periods prior to the Closing Date have been accurately completed and timely filed filed. (b) Neither the Seller nor any of its directors, officers, employees or agents has, directly or indirectly: (i) offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any financial arrangements with, any past or present patient or customer, past or present medical director, physician, other health care provider, supplier, contractor, third party, or Payment Program in order to induce or directly or indirectly obtain business or payments from such person, including without limitation any item or service for which payment may be made in whole or in part under any federal, state or private health care program, or for purchasing, leasing, ordering or arranging for, purchasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part under any federal, state or private health care program; (ii) given or received, or agreed to give or receive, or is aware that there has been made or that there is any agreement to make or receive, any gift or gratuitous payment or benefit of any kind, nature or description (including without limitation in money, property or services) to any past, present or potential patient or customer, medical director, physician, other health care provider supplier or potential supplier, contractor, Payment Program or any other person; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason; or (v) made or received or agreed to make or receive, or is aware that there has been made or received or that there has been any intention to make or receive, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment. All billing practices of the Seller and all material respectspredecessors in interest thereof with respect to all Payment Programs have been true, fair and correct and in compliance with all applicable Laws, and all regulations and policies of all such Payment Programs, and the Seller has not billed for or received any payment or reimbursement in excess of amounts permitted by law or the rules and regulations of Payment Programs or contracts therewith.

Payment Programs. (a) Scient’x or any of its Subsidiaries, as applicable, is a participating provider, in good standing in each All Payment Program (as defined below) Programs in which Scient’x the Company or any of its Subsidiaries has participated at any time during the last two three years are listed on the Company Disclosure Letter (the “Scient’x Company Payment Programs”). For purposes of this Agreement, the term “Payment Programs” means Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To the knowledge The Company or any of the Sellersits Subsidiaries, there as applicable, is a participating provider, in good standing, in each Company Payment Program. There is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to participation in any Payment Program by Scient’x the Company’s or any of its Subsidiaries’ participation in any Payment Program. Neither Scient’x the Company nor any Subsidiary is subject to, nor has any of them been subjected to in the two years prior to the date of this Agreementto, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any material recoupment, refund, or set-off from Scient’x the Company or any of its Subsidiaries and there is no basis therefor. No Payment Program has imposed a material fine, penalty or other sanction on Scient’x the Company or any of its Subsidiaries. Neither Scient’x the Company nor any of its Subsidiaries has been excluded from participation in any Payment Program in the two years prior to the date of this AgreementProgram. Neither Scient’x the Company nor any of its Subsidiaries has knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x the Company or any of its Subsidiaries at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Payment Program. All Medicare cost reports, if any, for all periods prior to the Closing Effective Time have been accurately completed and timely filed in all material respectsfiled.

Payment Programs. (a) Scient’x All Payment Programs in which the Acquired Companies have participated at any time since January 1, 2009 are listed in Part 3.13 of the Company Disclosure Schedule, with each identified either as a contracted Payment Program or any as an out-of-network Payment Program (the “Company Payment Programs”). Except as set forth on Part 3.13(a) of its Subsidiariesthe Company Disclosure Schedule, as applicable, each Acquired Company is a participating provider, in good standing standing, in each Company Payment Program (as defined below) that constitutes a contracted Payment Program in which Scient’x or any of its Subsidiaries has participated at any time during such Acquired Company participates. There is no pending, concluded, or, to the last two years (the “Scient’x Payment Programs”). For purposes of this Agreement, the term “Payment Programs” means Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To the knowledge Knowledge of the SellersCompany, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to any Acquired Company’s participation in any Company Payment Program by Scient’x or any Program. Except as set forth on Part 3.13(a) of its Subsidiaries. Neither Scient’x nor any Subsidiary the Company Disclosure Schedule, no Acquired Company is subject to, nor has any of them been subjected to in the two years prior to the date of this Agreement, any pre-payment utilization review or other utilization review by any Company Payment Program. No During the three (3) years prior to Closing, (i) no Company Payment Program has requested or threatened any material recoupment, refund, or set-off from Scient’x or any Acquired Company other than in the ordinary course of its Subsidiaries and there is business; (ii) no basis therefor. No Company Payment Program has imposed a material fine, penalty or other sanction on Scient’x or any of its Subsidiaries. Neither Scient’x nor any of its Subsidiaries Acquired Company; (iii) no Acquired Company has been excluded from participation in any Company Payment Program in the two years prior nor, to the date Knowledge of this Agreement. Neither Scient’x nor the Company, is any of its Subsidiaries such exclusion pending or threatened; (iv) no Acquired Company has knowingly submitted to any Company Payment Program any false or fraudulent claim for payment, nor has Scient’x or any of its Subsidiaries Acquired Company at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Company Payment Program. All ; (v) all Medicare cost reports, if any, Cost Reports with respect to the Company Business for all periods prior to the Closing Date have been accurately completed and timely filed in all material respectsrespects and timely filed; (vi) there are no currently pending or, to the Knowledge of the Company, threatened audits against any Acquired Company by any Company Payment Program; and (vii) there are no currently pending or, to the Knowledge of the Company, threatened disputes with any Company Payment Program. (b) No Acquired Company and, with respect to the Company Business, none of the Acquired Companies’ Affiliates, directors, stockholders or corporate members, officers, employees or agents has, directly or indirectly: (i) offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any financial arrangements with, any past, present or potential patient or customer, past, present or potential medical director, physician, other health care provider, supplier, contractor, third party, or Company Payment Program in order to induce or directly or indirectly obtain business or payments from such person, including without limitation any item or service for which payment may be made in whole or in part under any federal, state or private health care program, or for purchasing, leasing, ordering or arranging for or recommending, purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part under any federal, state or private health care program; (ii) given or received, or agreed to give or receive, or is aware that there has been made or that there is any agreement to make or receive, any gift or gratuitous payment or benefit of any kind, nature or description (including without limitation in money, property or services), in each case other than gifts of de minimis value, to any past, present or potential patient or customer, medical director, physician, other health care provider supplier or potential supplier, contractor, Payment Program or any other person; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason; or (v) made or received or agreed to make or receive, or is aware that there has been made or received or that there has been any intention to make or receive, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment. All billing practices of the Acquired Companies and, to the Knowledge of Company, all predecessors in interest thereof with respect to all Company Payment Programs have been true, fair and correct and in material compliance with all applicable Legal Requirements, and all regulations and written policies of all such Company Payment Programs, and no Acquired Company has billed for or received any payment or reimbursement in excess of amounts permitted by law or the rules and regulations of any Company Payment Programs or contracts therewith, other than with respect to overpayments and credit balances that arise in the ordinary course of the Company Business and which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.

Payment Programs. (a) Scient’x or any of its Subsidiaries, as applicable, All Company Payment Programs and provider numbers for each Company Payment Program are listed on Schedule 5.17. Company is a participating provider, in good standing standing, in each Company Payment Program (as defined below) in which Scient’x or any of its Subsidiaries has participated at any time during the last two years (the “Scient’x Payment Programs”)Program. For purposes of this AgreementThere is no pending, the term “Payment Programs” means Medicareconcluded or, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To to the knowledge of the SellersCompany, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to Company’s participation in any Payment Program by Scient’x or any of its SubsidiariesProgram, except as disclosed on Schedule 5.17. Neither Scient’x nor any Subsidiary Company is not subject to, nor has any of them it been subjected to in the two years prior to the date of this Agreementto, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any material recoupment, refund, recoupment or set-off from Scient’x or any of its Subsidiaries Company and there is no basis therefor. Company has paid, repaid, allowed to be offset or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments. There are no pending appeals, challenges, audits, inquiries, litigation or notices of intent to audit with respect to any prior reports or xxxxxxxx. Except as disclosed on Schedule 5.17, during the last two (2) years Company has not been audited or otherwise examined by any Payment Program. No Payment Program has imposed a material fine, penalty or other sanction on Scient’x or any of its SubsidiariesCompany. Neither Scient’x Company nor any of its Subsidiaries Affiliates has been excluded from participation in any Payment Program in the two years prior to the date of this AgreementProgram. Neither Scient’x nor any of its Subsidiaries Company has knowingly not submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x or any of its Subsidiaries Company at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, of any Payment Program. All Medicare cost reportsMedicare, if any, for all periods prior Medicaid and third party reports and claims filed or required to the Closing be filed by or on behalf of Company have been accurately completed and timely filed and are complete and accurate in all material respects. Such reports and claims properly claim and disclose all information and other items to be disclosed for the periods covered thereby. Neither Company nor any of Company’s Affiliates, directors, Members, officers, employees or agents, has directly or indirectly: (i) offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any financial arrangements with, any past or present patient or customer, or physician, other health care provider, supplier, contractor, third party, or Payment Program in order to induce or directly or indirectly obtain business or payments from such person, including without limitation any item or service for which payment may be made in whole or in part under any federal, state or private health care program, or for purchasing, leasing, ordering or arranging for or recommending, purchasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part under any federal, state or private health care program, in violation of any applicable laws or regulations; (ii) given or received, or agreed to give or receive, or is aware that there has been made or that there is any agreement to make or receive, any gift or gratuitous payment or benefit of any kind, nature or description (including without limitation in money, property or services, but not including services rendered in the ordinary course for which fair market value payment was made by the recipient) to any past, present or potential patient or customer, medical director, physician, other health care provider supplier or potential supplier, contractor, Payment Program or any other person; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason; or (v) made or received or agreed to make or receive, or is aware that there has been made or received or that there has been any intention to make or receive, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment. All billing practices of Company and all predecessors in interest thereof with respect to all Payment Programs have been true, fair and correct, and in compliance with all applicable laws, and all regulations and policies of all such Payment Programs, and Company has not billed for or received any payment or reimbursement in excess of amounts permitted by law or the rules and regulations of Payment Programs or contracts therewith.

Payment Programs. (a) Scient’x Issuer or any of its Subsidiaries, as applicable, is a participating provider, in good standing standing, in each Payment Program (as defined below) in which Scient’x Issuer or any of its Subsidiaries has participated at any time during the last two years (the “Scient’x Issuer Payment Programs”). For purposes of this Agreement, the term “Payment Programs” means Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programs. To the knowledge of the SellersIssuer, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to participation in any Payment Program by Scient’x Issuer or any of its Subsidiaries. Neither Scient’x Issuer nor any Subsidiary is subject to, nor has any of them been subjected to in the two years prior to the date of this Agreement, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any material recoupment, refund, or set-off from Scient’x Issuer or any of its Subsidiaries and there is no basis therefor. No Payment Program has imposed a material fine, penalty or other sanction on Scient’x Issuer or any of its Subsidiaries. Neither Scient’x Issuer nor any of its Subsidiaries has been excluded from participation in any Payment Program in the two years prior to the date of this AgreementClosing Date. Neither Scient’x Issuer nor any of its Subsidiaries has knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x Issuer or any of its Subsidiaries at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Payment Program. All Medicare cost reports, if any, for all periods prior to the Closing have been accurately completed and timely filed in all material respects. (b) All billing practices of Issuer and its Subsidiaries with respect to all Payment Programs have been true, fair and correct and in compliance with all applicable Laws, and all regulations and policies of all such Payment Programs in all material respects, and neither Issuer nor any of its Subsidiaries has knowingly billed for or received any payment or reimbursement in excess of amounts permitted by Law or the rules and regulations of Payment Programs or contracts therewith.

Payment Programs. (a) Scient’x or any of its Subsidiaries, as applicable, is a participating provider, in good standing in each All Payment Program (as defined below) Programs in which Scient’x or any of its Subsidiaries has Sellers have participated at any time during the last two three years are listed on Schedule 2.13(a)(i) (the “Scient’x Seller Payment Programs”). For purposes of this AgreementExcept as set forth on Schedule 2.13(a)(i), the term “Sellers are participating providers, in good standing, in each Seller Payment Programs” means Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, and other third party reimbursement and payment programsProgram. To the knowledge of the SellersExcept as set forth on Schedule 2.14(a), there is no pending or, to the Sellers’ Knowledge, threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to any Seller’s or any Seller Owners’ participation in any Payment Program by Scient’x nor have any such proceedings been concluded (since January 1, 2004 in the case of any notice of deficiency) that are material either individually or any of its Subsidiariesin the aggregate. Neither Scient’x nor any Subsidiary Except as set forth on Schedule 2.13(a)(ii) and routine utilization review audits, no Seller is subject to, nor has any of them it been subjected to in the two years prior to the date of this Agreementat any time since January 1, 2004, any pre-payment utilization review or other utilization review by any Payment Program. No Except as set forth on Schedule 2.13(a)(iii), no Payment Program has requested requested, or threatened to the Knowledge of the Sellers or Seller Owners threatened, any material recoupment, refund, or set-off from Scient’x or any of its Subsidiaries Seller and there is no basis therefor. No Except as set forth on Schedule 2.13(a)(iv), since January 1, 2000 no Payment Program has imposed a material fine, penalty or other sanction on Scient’x any Seller or any of its SubsidiariesSeller Owner. Neither Scient’x Sellers nor any Seller Owner, nor any current employee of its Subsidiaries any Seller or any Seller Owner has been excluded from participation in any Payment Program in the two years prior to the date of this AgreementProgram. Neither Scient’x nor any of its Subsidiaries Except as set forth on Schedule 2.13(a)(v), no Seller or Seller Owner has knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Scient’x any Seller or any of its Subsidiaries Seller Owner at any time knowingly violated any material condition for participation, or any material rule, regulation, policy or standard of, any Payment Program. All Medicare Cost Reports and cost reportsreports required by any other Payment Program, if any, including without limitation the Massachusetts Division of Health Care Finance and Policy (“DHCFP”) for all periods prior to the Closing Date have been accurately completed and timely filed in a manner consistent with the requirements concerning the same. Admissions to the Facilities and care provided therein have been conducted or rendered in accordance with the applicable screening, admission, and plan of care criteria of the applicable Payment Program. (b) Neither any Seller nor any Seller Affiliate, director, Seller Owner, officer, employee or agent has, directly or indirectly: (i) offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any financial arrangements with, any past or present patient or customer, past or present physician, other health care provider, supplier, contractor, third party, or Payment Program in order to induce or directly or indirectly obtain business or payments from such person, including without limitation any item or service for which payment may be made in whole or in part under any federal, state or private health care program, or for purchasing, leasing, ordering or arranging for or recommending, purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part under any federal, state or private health care program; (ii) given or received, or agreed to give or receive, or is aware that there has been made or that there is any agreement to make or receive, any gift or gratuitous payment or benefit of any kind, nature or description (including without limitation in money, property or services) to any past, present or potential patient or customer, medical director, physician, other health care provider supplier or potential supplier, contractor, Payment Program or any other person; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason; or (v) made or received or agreed to make or receive, or is aware that there has been made or received or that there has been any intention to make or receive, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment. All billing practices of Sellers with respect to all Payment Programs have been true, fair and correct and in material respectscompliance with all applicable Laws, and all regulations and policies of all such Payment Programs, and Seller has not billed for or received any payment or reimbursement in excess of amounts permitted by law or the rules and regulations of Payment Programs or contracts therewith. Sellers represent and warrant that they have provided Buyer with true and complete copies of all Medicare Cost Reports and filings with DHCFP filed as of the date hereof and as of the Closing Date with respect to periods ending on or after December 31, 2003. (c) No Seller or Seller Owner has submitted any claim to any Payment Program in connection with any referrals that violated any applicable self-referral Law, including without limitation the Federal Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn (known as the “Xxxxx Law”), or any applicable state self-referral Law. (d) Each Seller and Seller Owner has complied with all disclosure requirements of all applicable self-referral Laws, including without limitation the Xxxxx Law and any applicable state self-referral Law. (e) Neither any Seller or Seller Owner, nor any Affiliate of any Seller or Seller Owner, has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of making or receiving any referral which violated any applicable anti-kickback Law, including without limitation the Federal Health Care Program Xxxx-Xxxxxxxx Xxxxxxx, 00 X.X.X. § 0000x-0x(x) (known as the “Anti-Kickback Statute”), or any applicable state anti-kickback Law. (f) No Seller or Seller Owner has submitted (or had submitted on its behalf) any claim for payment to any Payment Program in violation of any Laws relating to false claim or fraud, including without limitation the Federal False Claim Act, 31 U.S.C. § 3729, or any applicable state false claim or fraud Law.