Common use of Compliance with Applicable Laws; Permits Clause in Contracts

Compliance with Applicable Laws; Permits. (a) Each of Seller and Partners, in their conduct of the Business, has complied, in all material respects, with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the Partners’ and Seller's billing procedures (except denials of claims in the ordinary course of business). Neither Seller nor any Partner has received any notice of Seller’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. Seller is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Seller has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of Seller’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns, unless such sums are being disputed in good faith. No such report or return has been inaccurate, incomplete or misleading. Seller has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Seller participates that are due on or before the Closing Date and which relate to services provided on or before the Closing Date, and Seller has not billed for any services that were not provided at the Facility. There are no claims pending or, to the knowledge of Seller or any Partner, threatened before any authority, including without limitation any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Seller on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Seller’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Seller has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to the knowledge of Seller or any Partner, threatened against or affecting Seller, the Business, the Facility, or the consummation of the transactions contemplated hereby.

Compliance with Applicable Laws; Permits. (a) Each The Company and each of Seller and Partnersthe Members, in their the conduct of the Business, has have complied, in all material respects, with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the PartnersMembers’ and Seller's the Company’s billing procedures (except denials of claims in the ordinary course of business). Neither Seller the Company nor any Partner Member has received any notice of Sellerthe Company’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. Seller The Company is eligible to receive payment under Titles XVIII (Medicare) and XIX (Medicaid) of the Social Security Act. Seller The Company has timely and accurately filed (in all material respects) all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of Sellerthe Company’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns, returns unless such sums are being disputed in good faithfaith and are set forth on Schedule 4.12(a). No such report or return has been inaccurate, incomplete or misleadingmisleading in any material respect. Seller The Company has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Seller the Company participates that are due on or before the Closing Date and or which relate to services provided on or before the Closing Date, and Seller the Company has not billed for any services that were not provided at the Facility. There are no claims scheduled, pending or, to the knowledge of Seller the Company or any Partnerof the Members, threatened before any authority, including including, without limitation limitation, any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Seller the Company on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Sellerthe Company’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Seller the Company has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to the actual knowledge of Seller the Company or any Partnerof the Members, threatened against or affecting SellerCompany, the Business, the Facility, or the consummation of the transactions contemplated hereby.

Compliance with Applicable Laws; Permits. (a) Each of Seller and Partnersthe Selling Parties, in their conduct of the Business, has complied, in all material respects, complied with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the PartnersSelling Parties’ and Seller's billing procedures (except denials of claims in the ordinary course of business). Neither Seller nor any Partner No Selling Party has received any notice of SellerClearview’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. Seller Clearview is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Seller Clearview has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of SellerClearview’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns, unless such sums are being disputed in good faith. No such report or return has been inaccurate, incomplete or misleading. Seller Clearview has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Seller Clearview participates that are due on or before the Closing Date and or which relate to services provided on or before the Closing Date, and Seller Clearview has not billed for any services that were not provided at the Facility. There are no claims pending or, to the knowledge of Seller or any Partnerpending, threatened or scheduled before any authority, including including, without limitation limitation, any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Seller Clearview on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to SellerClearview’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Seller Clearview has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to the knowledge of Seller or any PartnerSelling Party’s knowledge, threatened against or affecting SellerClearview, the Business, the Facility, or the consummation of the transactions contemplated hereby.. (b) Clearview holds all the permits, licenses, certificates of need and other approvals of Governmental Authorities necessary or material for the current conduct, ownership, use, occupancy and operation of the Business and the Leased Real Property, including, without limitation, those identified on Schedule 4.12(b) (“Permits”). Clearview is in compliance with such Permits, all of which are in full force and effect, and Clearview has not received any notices (written or oral) to the contrary. All of the Permits are in good standing, and to the knowledge of any Selling Party, no suspension, cancellation or adverse action is threatened against the Permits, and there is no basis for believing that any Permits will not be renewed upon expiration. 8 (c) The Selling Parties are not in violation of any applicable Fraud and Abuse Laws including, without limitation, 18 U.S.C. §201 (bribery of public officials); 18 U.S.C. §286 (conspiracy to defraud government with respect to claims); 18 U.S.C. §287 (false, fictitious or fraudulent claims); 18 U.S.C. §371 (conspiracy to commit offense or to defraud the government); 18 U.S.C. §666 (theft or bribery concerning programs receiving federal funds); 42 U.S.C. §1320a-7a (civil monetary penalties); 42 U.S.C. §1320a-7b (criminal penalties); and 42 U.S.C. §1395nn (prohibited referrals), each as they may be amended or renumbered from time to time. 4.13. -

Compliance with Applicable Laws; Permits. (a) Each of Seller and Partnersthe Selling Parties, in their conduct of the Business, has complied, in all material respects, complied with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the PartnersSelling Parties’ and Seller's billing procedures (except denials of claims in the ordinary course of business). Neither Seller nor any Partner No Selling Party has received any notice of SellerClearview’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. Seller Clearview is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Seller Clearview has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of SellerClearview’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns, unless such sums are being disputed in good faith. No such report or return has been inaccurate, incomplete or misleading. Seller Clearview has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Seller Clearview participates that are due on or before the Closing Date and or which relate to services provided on or before the Closing Date, and Seller Clearview has not billed for any services that were not provided at the Facility. There are no claims pending or, to the knowledge of Seller or any Partnerpending, threatened or scheduled before any authority, including including, without limitation limitation, any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Seller Clearview on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to SellerClearview’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Seller Clearview has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to the knowledge of Seller or any PartnerSelling Party’s knowledge, threatened against or affecting SellerClearview, the Business, the Facility, or the consummation of the transactions contemplated hereby.

Compliance with Applicable Laws; Permits. (a) Each of Seller and PartnersMembers, in their conduct of the BusinessBusiness through the Closing Date, has have complied, in all material respects, with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the PartnersMembers’ and Seller's billing procedures (except denials of claims in the ordinary course of business). Neither Seller nor any Partner Member has received any written notice of Seller’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. Seller is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Seller has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of Seller’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns, unless such sums are being disputed in good faith. No such report or return has been inaccurate, incomplete or misleadingmisleading in any material respect. Seller has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Seller participates that are due on or before the Closing Date and or which relate to services provided on or before the Closing Date, and Seller has not billed for any services that were not provided at the Facility. There are no claims scheduled, pending or, to the knowledge of Seller or any PartnerSeller’s knowledge, threatened before any authority, including without limitation any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Seller on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Seller’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Seller has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to the knowledge of Seller or any PartnerSeller’s knowledge, threatened against or affecting Seller, the Business, the Facility, or the consummation of the transactions contemplated hereby.