Surveys, Audits and Investigations. Section 4.8(g) of the Company Disclosure Letter sets forth a list of all notices received since January 1, 2005 of non-compliance, requests for remedial action, return of overpayment or imposition of fines (whether ultimately paid or otherwise resolved) by any Governmental Entity or pursuant to Company Permit, Company Accreditation or Company Reimbursement Approvals prior to the date hereof (the “Health Care Audits”), other than notices of ordinary course overpayments and/or notices advising of routine payor audits. For purposes of this Agreement, a routine payor audit is considered to be an audit that requests records for identified patients during a limited period of time or pursuant to a random audit program instituted by a Third Party Program or Payor, but does not include an audit that identifies any specific area of review. The Company and each Company Entity has prepared and submitted timely responses and, as applicable, any corrective action plans required to be prepared and submitted in response to any surveys performed by any Governmental Entity and any Health Care Audits and has implemented all of the corrective actions described in such corrective action plans. Neither the Company nor any Company Entity has any (i) uncured deficiency which would reasonably be expected to lead to the imposition of a fine, cost penalty or other similar remedy or (ii) other than ordinary course adjustments, existing accrued unpaid indebtedness to any Governmental Entity, or to any Program or Third Party Payor, including Medicare or Medicaid.
Surveys, Audits and Investigations. No Valley Acquired Company and none of their Affiliates have received any notices of non-compliance, requests for remedial action, return of overpayment or imposition of fines (whether ultimately paid or otherwise resolved) by any Government Entity (“Health Care Audits”), in any case, which will or may give rise to a material Liability of the Valley Acquired Companies. The Valley Acquired Companies have no (i) uncured deficiency that could reasonably be expected to lead to the imposition of a material fine, cost, penalty or other similar remedy or (ii) other than as set forth in Schedule 3.18(c), existing accrued unpaid indebtedness to any Government Entity or to any Program or Third Party Payor. There is no pending or, to the Knowledge of Valley Seller, threatened investigation, audit, review or other examination of the Valley Acquired Companies’ business, assets, or properties and neither the Valley Acquired Companies nor Valley Seller are subject to any order, agreement, memorandum of understanding or other regulatory enforcement action or proceeding with or by the United States Department of Justice, the Office of Inspector General of the United States Department of Health and Human Services, NSC, NAS, CGS, NGS, NHIC, or any other federal or state governmental agency or contractor having supervisory or regulatory authority with respect to the Valley Acquired Companies’ business, assets, or properties, nor is Valley Seller or any Valley Acquired Company aware of any basis for any such investigation or audit, in each case excluding regulatory examinations, audits and reviews occurring in the ordinary course of business.
Surveys, Audits and Investigations. No NWMI Acquired Company and none of their Affiliates have received any written notices of or been subjected to any Health Care Audits, in any case, which will or may give rise to a material Liability of the NWMI Acquired Companies. The NWMI Acquired Companies have no (i) uncured deficiency that could reasonably be expected to lead to the imposition of a material fine, cost, penalty or other similar remedy or (ii) other than as set forth in Schedule 4.18(c), existing accrued unpaid indebtedness to any Government Entity or to any Program or Third Party Payor. There is no pending or, or to the Knowledge of the NWMI Sellers, threatened investigation, audit, review or other examination of the NWMI Acquired Companies’ business, assets, or properties and no NWMI Acquired Companies are subject to any order, agreement, memorandum of understanding or other regulatory enforcement action or proceeding with or by the United States Department of Justice, the Office of Inspector General of the United States Department of Health and Human Services, NSC, NAS, CGS, NGS, NHIC, or any other federal or state governmental agency or contractor having supervisory or regulatory authority with respect to the NWMI Acquired Companies’ business, assets, or properties, nor is either NWMI Seller or any NWMI Acquired Company aware of any basis for any such investigation or audit, in each case excluding regulatory examinations, audits and reviews occurring in the ordinary course of business.
