Compliance; Governmental Authorizations. The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.
Compliance; Governmental Authorizations. The Management Company and the Management Business shall have complied in all material respects with all applicable material Federal, state, local or foreign laws, ordinances, regulations and orders. The Management Company has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Management Business, the lack of which would have a material adverse effect on the Management Company's ability to operate the Management Business after the date hereof on substantially the same basis as presently operated, such licenses and permits are in full force and effect, the Management Company has not received any notice indicating that any violations are or have been recorded in respect of any thereof, and no proceeding is pending or, to the best knowledge of the Management Company, threatened to revoke or limit any thereof. To the best knowledge of the Management Company, none of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.
Compliance; Governmental Authorizations. The Medical Group and the Medical Business have complied in all material respects with all applicable material Federal, state, local or foreign laws, ordinances, regulations and orders. The Medical Group has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Medical Business, the lack of which would have a material adverse effect on the Medical Group's ability to operate the Medical Business after the date hereof on substantially the same basis as presently operated, such licenses and permits are in full force and effect, the Medical Group has not received any notice indicating that any violations are or have been recorded in respect of any thereof, and no proceeding is pending or, to the best knowledge of the Medical Group, threatened to revoke or limit any thereof. To the best knowledge of the Medical Group, none of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby. To the best knowledge of the Medical Group, neither the Medical Group nor any of the Medical Personnel employed by the Medical Group is now or in the last four years has been the subject of or involved in any investigation by any Federal, state or local regulatory agency related to its or his Medicare, Medicaid or other third party payor billing practices.
Compliance; Governmental Authorizations. (a) Each Purchaser and the Purchasers’ Business have been and are in compliance with all Laws, Orders or Permits applicable to its assets, properties, businesses and operations. Except as set forth on Schedule 7.20(a), no investigation or review by any Governmental Entity with respect to any Purchaser is pending or, to the Knowledge of the Purchasers, threatened, nor has any Governmental Entity notified any Purchaser of its intention to conduct the same, nor does there exist any basis therefor.
(b) Each Purchaser has all Permits necessary or advisable for its operations and the conduct of the Purchasers’ Business, such Permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no Proceeding is pending or, to the Knowledge of the Purchasers, threatened to revoke or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) contains a true, correct and complete list of all Permits under which such Purchaser is operating or by which it or any of its assets or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereof. To the Knowledge of the Purchaser there is no proposed change in any applicable Law which would require any Purchaser or the Surviving Corporation to obtain any Permits not set forth on Schedule 7.20(b) in order to conduct the Purchasers’ Business as presently conducted or proposed to be conducted. None of the Permits set forth on Schedule 7.20(b) shall be adversely affected as a result of the Purchasers execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of the other transactions contemplated hereby or thereby. The Purchasers have delivered to the Sellers a true and correct copy of each Permit.
(c) No Governmental Entity regulating the services performed by a Purchaser in connection with the Purchasers’ Business has requested that any such services be modified in any way. There is no Law, which would prohibit or restrict any Purchaser from, or otherwise materially adversely, affect the any Purchaser in, conducting the Purchasers’ Business as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.
Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23, the Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental Authorities, all Federal and state securities or "blue sky" laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23, the Company has all material authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of the Company, or threatened to revoke or limit any thereof. All of the Company's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has nor, to the knowledge of the Company, any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.
Compliance; Governmental Authorizations. 29 4.24 LABOR RELATIONS; EMPLOYEES ...................... 29 4.25
Compliance; Governmental Authorizations. The Acquiree has complied in all material respects with all federal, state, local or foreign laws, ordinances, regulations and orders applicable to its business, including without limitation, federal and state securities, banking collection and consumer protection laws and regulations that, if not complied with, would materially and adversely affect its businesses. The Acquiree has all federal, state, local and foreign governmental licenses and permits necessary for the conduct of its business. Such licenses and permits are in full force and effect. Neither the Acquiree nor the Acquiree Shareholder know of any violations of any such licenses or permits. No proceedings are pending or threatened to revoke or limit the use of such licenses or permits that would have an adverse effect on the business of Acquiree.
Compliance; Governmental Authorizations. To the best of its knowledge, RCM has complied in all material respects with all federal, state, local or foreign laws, ordinances, regulations and orders applicable to its business, including without limitation, federal and state securities, banking collection and consumer protection laws and regulations that, if not complied with, would materially and adversely affect its businesses. RCM has all federal, state, local and foreign governmental licenses and permits necessary for the conduct of its business. Such licenses and permits are in full force and effect. RCM does not know of any violations of any such licenses or permits. To the knowledge of RCM, no proceedings are pending or threatened to revoke or limit the use of such licenses or permits that would have an adverse effect on the business of RCM.
Compliance; Governmental Authorizations. The Medical Group and the Medical Business shall have complied in all material respects with all applicable material Federal, state, local or foreign laws, ordinances, regulations and orders. The Medical Group has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Medical Business, the lack of which would have a material adverse effect on the Medical Group's ability to operate the Medical Business after the date hereof on substantially the same basis as presently operated, such licenses and permits are in full force and effect, the Medical Group has not received any notice indicating that any violations are or have been recorded in respect of any thereof, and no proceeding is pending or, to the best knowledge of the Medical Group, threatened to revoke or limit any thereof. To the best knowledge of the Medical Group, none of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.
Compliance; Governmental Authorizations. (a) Except as set forth on Schedule 4.14 of the Disclosure Letter, the Subject Business has not and is not being conducted in violation in any material respect of any Law, Order or Permit, including, without limitation, Environmental, Health and Safety Laws. Except as set forth on Schedule 4.14 of the Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any Subsidiary is pending or, to the Best Knowledge of the Company, threatened in writing, nor has any Governmental Entity notified the Company or any Subsidiary of its intention to conduct the same. The Company and the Subsidiaries have all material Permits necessary for the conduct of the Subject Business, including those required under any Environmental, Health and Safety Laws, such Permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no Proceeding is currently pending or, to the Best Knowledge of the Company, threatened in writing to revoke or limit any thereof. The Disclosure Letter contains a true and complete list of all material Permits under which the Company and the Subsidiaries are operating or bound, and the Company has furnished to Buyer true and complete copies thereof.
(b) Neither the United States Food and Drug Administration nor any other Governmental Entity regulating the marketing, distribution, sale or advertising of any of the products currently sold, distributed or used in connection with the Subject Business has any pending request that any such product be removed from the market, that substantial new product testing be undertaken as a condition to the continued manufacturing, selling, distribution or use of any such product or that such product be modified in a way likely to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
