Private Programs, Government Programs and Payor Agreements. The Company Group Entities, including their managed practices, are, and for the past three years have been, in compliance with (i) all applicable material conditions for coverage or payment and participating provider and supplier requirements of private non-governmental payors or programs, including any commercial or private insurance payor or program, self-insured employer, or other third-party payors (the “Private Programs”) and all Federal Health Care Programs and state workers’ compensation programs (“Government Programs”), and (ii) are parties to valid participation agreements with any Government Program or Private Program under which the Company Group Entities, including their managed practices directly or indirectly receives payments for medical or other health care items and services provided to patients by the Company Group Entities, including their managed practices (“Payor Agreements”). None of the Company Group Entities, including their managed practices, have received any written notice of (i) any material liability under any Private Program or Government Program for any refund, overpayment, discount, recoupments or adjustment, excluding ordinary course adjustments that were timely repaid or resolved or (ii) any Action that would reasonably be expected to result in exclusion, suspension, termination or revocation from any Government Program or Private Program. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, all reports, data, claims and information required to be filed by the Company Group Entities, including their managed practices, in connection with any Government Program or Private Program in the past three years have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing), accurately reflected medically necessary services provided by the Company Group Entities, including their managed practices, as applicable, and documented in compliance with all applicable Health Care Laws and Government Program and requirements. No validation review, program integrity review, audit or other examination related to the Company Group Entities, including their managed practices, has been conducted by any Government Program, Private Program, governmental or regulatory authority within the past three years which, if determined adversely to the Company Group Entities, including their managed practices, has had, or would reasona...
