Common use of PAYORS Clause in Contracts

PAYORS. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is subject to any investigation, inquiry or proceeding (other than routine surveys or audits in the ordinary course of business), or, to the knowledge of the Company, is any such investigation, inquiry or proceeding threatened, nor is the Company or any of its Subsidiaries currently involved in any material dispute with (i) any Governmental Entity payor or (ii) any third party payor (e.g., a health insurer, HMO, PPO and the like) that provides in excess of 5% of the total annual revenue of the Company and its Subsidiaries on a consolidated basis (pro forma giving effect to the Compex acquisition) (a “Material Payor”), and neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or Material Payor to the effect that such Material Payor intends to cease doing business or significantly reduce the volume of its business with the Company or any of its Subsidiaries or change any of the material terms related to its contracts with the Company or any of its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any of its Subsidiaries nor, to the knowledge of the Company any agent or independent contractor of the Company or any of its Subsidiaries has been excluded or debarred by any laws or Orders from any healthcare program run by any Governmental Entity, and no formal Action to exclude or debar the Company or any of its Subsidiaries from any such healthcare program is pending or, to the knowledge of the Company, threatened in writing.