Valid and Binding Agreement This Agreement has been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
Valid and Binding Agreements This Agreement and each other Operative Document to which Company is a party have been duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable against Company in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except, in the case of the Indenture, as limited by applicable laws that may affect the remedies provided in the Indenture, which laws, however, do not make the remedies provided in the Indenture inadequate for the practical realization of the rights and benefits intended to be provided thereby.
EFFECTIVE AND BINDING AGREEMENT Center for Pain Management and OIG agree as follows:
A. This IA shall become final and binding on the date the final signature is obtained on the IA.
B. This IA constitutes the complete agreement between the parties and may not be amended except by written consent of the parties to this IA.
C. OIG may agree to a suspension of Center for Pain Management’s obligations under this IA based on a certification by Center for Pain Management that it is no longer providing health care items or services that will be billed to any Federal health care program and it does not have any ownership or control interest, as defined in 42 U.S.C. §1320a-3, in any entity that bills any Federal health care program. If Center for Pain Management is relieved of its IA obligations, Center for Pain Management shall be required to notify OIG in writing at least 30 days in advance if Center for Pain Management plans to resume providing health care items or services that are billed to any Federal health care program or to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the IA will be reactivated or modified.
D. All requirements and remedies set forth in this IA are in addition to and do not affect: (1) Center for Pain Management’s responsibility to follow all applicable Federal health care program requirements or (2) the government’s right to impose appropriate remedies for failure to follow applicable Federal health care program requirements.
E. The undersigned ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ represents and warrants that she is authorized to execute this IA. The undersigned OIG signatories represent that they are signing this IA in their official capacity and that they are authorized to execute this IA.
F. This IA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same IA. Electronically transmitted copies of signatures shall constitute acceptable, binding signatures for purposes of this IA. /▇▇▇▇▇▇▇ ▇▇▇▇▇/_ 4/29/20 ▇▇▇▇▇▇▇ ▇▇▇▇▇, M.D. DATE /▇▇▇▇▇▇▇ ▇▇▇▇▇/ 4/29/20 Center for Pain Management, S.C. DATE /▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇/ _4/29/20_ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ DATE ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, s.c. /▇▇▇▇ ▇. Re/ 05/01/2020 ▇▇▇▇ ▇. RE DATE Assistant Inspector General for Legal Affairs Office of Inspector General U. S. Department of Health and Human Services /▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇/ 05/01/2020 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ DATE Associate Counsel Office of Inspector General U.S. Department of Health and Human Services This Appendix contains the requirements relating to the Independent Review Organization (IRO) required by Section III.E of the IA.
Authority; Binding Agreement (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument.
(b) Each member of the Gilead Group represents and warrants that this Agreement and the performance by such member of the Gilead Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Group, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.