Common use of Payment Programs Clause in Contracts

Payment Programs. All Company Payment Programs and provider numbers for each Company Payment Program are listed on Schedule 5.17. Company is a provider, in good standing, in each Company Payment Program. There is no pending, concluded or, to the knowledge of Company, threatened investigation, or civil, administrative or criminal proceeding relating to Company’s participation in any Payment Program, except as disclosed on Schedule 5.17. Company is not subject to, nor has it been subjected to, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any recoupment or set-off from 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 ▇▇▇▇▇▇▇▇. 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 fine, penalty or other sanction on Company. Neither Company nor any of its Affiliates has been excluded from participation in any Payment Program. Company has not submitted to any Payment Program any false or fraudulent claim for payment, nor has Company at any time violated any condition for participation, or any rule, regulation, policy or standard of any Payment Program. All Medicare, Medicaid and third party reports and claims filed or required to be filed by or on behalf of Company have been timely filed and are complete and accurate in all 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. All Company Payment Programs and provider numbers for each Company Payment Program are listed on Schedule 5.17. Company (a) Issuer or any of its Subsidiaries, as applicable, is a participating provider, in good standing, in each Company Payment ProgramProgram in which Issuer or any of its Subsidiaries has participated at any time during the last two years (the “Issuer Payment Programs”). There is no pending, concluded or, to To the knowledge of CompanyIssuer, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to Company’s participation in any Payment Program, except as disclosed on Schedule 5.17Program by Issuer or any of its Subsidiaries. Company Neither Issuer nor any Subsidiary is not subject to, nor has it any of them been subjected toto 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 recoupment material recoupment, refund, or set-off from Company Issuer or any of its Subsidiaries 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 ▇▇▇▇▇▇▇▇. 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 CompanyIssuer or any of its Subsidiaries. Neither Company Issuer nor any of its Affiliates Subsidiaries has been excluded from participation in any Payment ProgramProgram in the two years prior to the Closing Date. Company Neither Issuer nor any of its Subsidiaries has not knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Company 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 of, any Payment Program. All MedicareMedicare cost reports, Medicaid and third party reports and claims filed or required if any, for all periods prior to be filed by or on behalf of Company the Closing 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: . (ib) 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 Issuer and all predecessors in interest thereof its Subsidiaries with respect to all Payment Programs have been true, fair and correct, correct and in compliance with all applicable lawsLaws, and all regulations and policies of all such Payment ProgramsPrograms in all material respects, and Company neither Issuer nor any of its Subsidiaries has not knowingly billed for or received any payment or reimbursement in excess of amounts permitted by law Law or the rules and regulations of Payment Programs or contracts therewith.

Payment Programs. (a) All Company Payment Programs and provider numbers for each in which the Company Payment Program or any of its Subsidiaries has participated at any time during the last three years are listed on Schedule 5.17the Company Disclosure Letter (the “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. The Company or any of its Subsidiaries, as applicable, is a participating provider, in good standing, in each Company Payment Program. There is no pending, threatened or pending or concluded or, to the knowledge of Company, threatened investigation, or civil, administrative or criminal proceeding relating to the Company’s or any of its Subsidiaries’ participation in any Payment Program, except as disclosed on Schedule 5.17. Neither the Company nor any Subsidiary is not subject to, nor has it any of them been subjected to, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any recoupment recoupment, refund, or set-off from the Company or any of its Subsidiaries 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 ▇▇▇▇▇▇▇▇. 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 fine, penalty or other sanction on Companythe Company or any of its Subsidiaries. Neither the Company nor any of its Affiliates Subsidiaries has been excluded from participation in any Payment Program. Neither the Company nor any of its Subsidiaries has not knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has the Company or any of its Subsidiaries at any time knowingly violated any condition for participation, or any rule, regulation, policy or standard of of, any Payment Program. All MedicareMedicare cost reports, Medicaid and third party reports and claims filed or required if any, for all periods prior to be filed by or on behalf of Company the Effective Time have been accurately completed and timely filed and are complete and accurate in all 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 therewithfiled.

Payment Programs. (a) 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 as an out-of-network Payment Program (the “Company Payment Programs and provider numbers for Programs”). Except as set forth on Part 3.13(a) of the Company Disclosure Schedule, each Company Payment Program are listed on Schedule 5.17. Acquired Company is a participating provider, in good standing, in each Company Payment ProgramProgram that constitutes a contracted Payment Program in which such Acquired Company participates. There is no pending, concluded concluded, or, to the knowledge Knowledge of the Company, threatened investigation, or civil, administrative or criminal proceeding relating to any Acquired Company’s participation in any Company Payment Program. Except as set forth on Part 3.13(a) of the Company Disclosure Schedule, except as disclosed on Schedule 5.17. no Acquired Company is not subject to, nor has it been subjected to, to 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 recoupment recoupment, refund, or set-off from any Acquired Company and there is other than in the ordinary course of business; (ii) 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 ▇▇▇▇▇▇▇▇. 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 fine, penalty or other sanction on any Acquired Company. Neither ; (iii) no Acquired Company nor any of its Affiliates has been excluded from participation in any Company Payment Program. Program nor, to the Knowledge of the Company, is any such exclusion pending or threatened; (iv) no Acquired Company has not submitted to any Company Payment Program any false or fraudulent claim for payment, nor has any Acquired Company at any time violated any material condition for participation, or any rule, regulation, policy or standard of of, any Company Payment Program. All Medicare, Medicaid and third party reports and claims filed or required ; (v) all Medicare Cost Reports with respect to be filed by or on behalf of the Company Business for all periods prior to the Closing Date have been timely filed and are complete and accurate accurately completed in all respects. Such reports material respects and claims properly claim 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 disclose all information and other items (vii) there are no currently pending or, to be disclosed for the periods covered thereby. Neither Knowledge of the Company, threatened disputes with any Company nor any Payment Program. (b) No Acquired Company and, with respect to the Company Business, none of Company’s the Acquired Companies’ Affiliates, directors, Membersstockholders or corporate members, officers, employees or agentsagents has, 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 past, present or present 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 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) 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 Company and 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, correct and in material compliance with all applicable lawsLegal Requirements, and all regulations and written policies of all such Company Payment Programs, and no Acquired Company has not 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) All Company Payment Programs and provider numbers for each in which the Company Payment Program or any of its Subsidiaries has participated at any time during the last three years are listed on the Company Disclosure Schedule 5.17(the "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. The Company or any of its Subsidiaries, as applicable, is a participating provider, in good standing, in each Company Payment Program. There is no pending, threatened or pending or concluded or, to the knowledge of Company, threatened investigation, or civil, administrative or criminal proceeding relating to the Company’s 's or any of its Subsidiaries' participation in any Payment Program, except as disclosed on Schedule 5.17. Neither the Company nor any Subsidiary is not subject to, nor has it any of them been subjected to, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any recoupment recoupment, refund, or set-off from the Company or any of its Subsidiaries 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 ▇▇▇▇▇▇▇▇. 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 fine, penalty or other sanction on Companythe Company or any of its Subsidiaries. Neither the Company nor any of its Affiliates Subsidiaries has been excluded from participation in any Payment Program. Neither the Company nor any of its Subsidiaries has not knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has the Company or any of its Subsidiaries at any time knowingly violated any condition for participation, or any rule, regulation, policy or standard of of, any Payment Program. All MedicareMedicare costs reports, Medicaid and third party reports and claims filed or required if any, for all periods prior to be filed by or on behalf of Company the Effective Time have been accurately completed and timely filed and are complete and accurate in all respects. Such reports and claims properly claim and disclose all information and other items to be disclosed for filed. (b) Neither the periods covered thereby. Neither Company nor any of Company’s Affiliatesits Subsidiaries, affiliates, directors, Members, officers, officers or 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 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 the Company and all predecessors in interest thereof its Subsidiaries with respect to all Payment Programs have been true, fair and correct, correct and in compliance in all material respects with all applicable laws, and all regulations and policies of all such Payment Programs, and neither the Company nor any of its Subsidiaries has not 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. All Company Payment Programs and provider numbers for each Company Payment Program are listed on Schedule 5.17. Company (a) Scient’x or any of its Subsidiaries, as applicable, is a participating provider, in good standing, standing in each Company Payment ProgramProgram (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”). There is no pendingFor purposes of this Agreement, concluded orthe term “Payment Programs” means Medicare, to 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 Companythe Sellers, there is no threatened or pending or concluded investigation, or civil, administrative or criminal proceeding relating to Company’s participation in any Payment Program, except as disclosed on Schedule 5.17Program by Scient’x or any of its Subsidiaries. Company Neither Scient’x nor any Subsidiary is not subject to, nor has it any of them been subjected toto 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 recoupment material recoupment, refund, or set-off from Company Scient’x or any of its Subsidiaries 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 ▇▇▇▇▇▇▇▇. 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 CompanyScient’x or any of its Subsidiaries. Neither Company Scient’x nor any of its Affiliates Subsidiaries has been excluded from participation in any Payment ProgramProgram in the two years prior to the date of this Agreement. Company Neither Scient’x nor any of its Subsidiaries has not knowingly submitted to any Payment Program any false or fraudulent claim for payment, nor has Company 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 of, any Payment Program. All MedicareMedicare cost reports, Medicaid and third party reports and claims filed or required if any, for all periods prior to be filed by or on behalf of Company the Closing 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) All Company Payment Programs and provider numbers for each Company Payment Program in which the Seller has participated at any time during the last three years are listed on Schedule 5.174.30 (the "Seller Payment Programs"). Company The Seller is a participating provider, in good standing, in each Company Seller Payment Program. There is no pending, concluded pending or, to the knowledge Knowledge of Companythe Seller, threatened or concluded investigation, or civil, administrative or criminal proceeding relating to Company’s the Seller's participation in any Payment Program, except as disclosed on Schedule 5.17. Company The Seller is not subject to, nor has it been subjected to, 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 recoupment recoupment, refund, or set-off from Company and the Seller and, to the Knowledge of the Seller, 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 ▇▇▇▇▇▇▇▇. 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 fine, penalty or other sanction on Companythe Seller. Neither Company nor any of its Affiliates The Seller has not been excluded from participation in any Payment Program. Company The Seller has not submitted to any Payment Program any false or fraudulent claim for payment, nor has Company the Seller at any time violated any condition for participation, or any rule, regulation, policy or standard of of, any Payment Program. All MedicareMedicare costs reports, Medicaid and third party reports and claims filed or required if any, for all periods prior to be filed by or on behalf of Company the Closing Date have been accurately completed and timely filed and are complete and accurate in all respects. Such reports and claims properly claim and disclose all information and other items to be disclosed for filed. (b) Neither the periods covered thereby. Neither Company Seller nor any of Company’s Affiliates, its directors, Members, officers, employees or agentsagents has, 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 or recommendingfor, 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 the Seller and all predecessors in interest thereof with respect to all Payment Programs have been true, fair and correct, correct and in compliance with all applicable lawsLaws, and all regulations and policies of all such Payment Programs, and Company 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.