Common use of Healthcare Regulatory Clause in Contracts

Healthcare Regulatory. Except as set forth in Section 2.17 of the Disclosure Letter, (a) no Selling Party has (i) received any written notice from any Governmental Authority of any threatened or pending violation, investigation, audit or inquiry into an alleged or suspected violation of any applicable Law or of any of the Governmental Order that is or would reasonably be expected, individually or in the aggregate, to be material to the Business or the Purchased Assets, taken as a whole, or result in a material fine or assessment or a cease or desist order, or the suspension, revocation or limitation or restriction of any Permit that is material to the operation of the Business or the ownership of the Purchased Assets (a “Material Regulatory Event”), or (ii) entered into any agreement or settlement with any Governmental Authority with respect to its alleged non-compliance with, or violation of, any applicable Law; (b) the Sellers, and, to the Knowledge of the Selling Parties, all of their respective officers and directors and professionally licensed employees or contractors who provide professional services to or at any Facility or otherwise in connection with the Business (“Professional Personnel”) and any Referral Sources of the Business in their capacity as such, are in compliance in all material respects with, to the extent applicable, (i) all Laws, applicable to the Governmental Programs and (ii) all federal and state Laws and Guidance relating to health care fraud and abuse, including: (A) the Anti-Kickback Law, 42 U.S.C. § 1320a-7b, 42 C.F.R. § 1001.952, (B) the federal false coding statute, 42 U.S.C. § 1320a-7a, (C) the federal physician self-referral prohibition, 42 U.S.C. § 1395nn, 42 C.F.R. § 411.351 et seq., and (D) the false claims act, 31 U.S.C. § 3729 et seq., except to the extent that any non-compliance with the foregoing has not and would not reasonably be expected to result in a Material Regulatory Event; (c) no Selling Party, with respect to the Business or the Purchased Assets (i) is a party to any corporate integrity agreement or similar memorandum of understanding with any Governmental Authority, (ii) is subject to any order, judgment, injunction, award, decree or writ handed down, adopted or imposed by any Governmental Authority or (iii) since January 1, 2006, has adopted any board resolutions at the request of any Governmental Authority, in each case that restricts the conduct of its business or that impacts upon the management or operation of its business in any material adverse manner (collectively, “Regulatory Agreements”). Since January 1, 2006, no Selling Party has received written notice from any Governmental Authority that such Governmental Authority is considering issuing or requesting or investigating the possible issuance or request for any Regulatory Agreement; (d) the Sellers that directly receive reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”), the CHAMPUS and TRICARE programs and such other similar federal, state or local governmental reimbursement programs (the “Governmental Programs”) are certified for participation and reimbursement under the Medicare and Medicaid Programs. The Sellers that directly receive reimbursement under the Medicare and Medicaid Programs have current provider numbers and provider agreements required under such Governmental Programs. The Sellers that directly or indirectly receive payments under Private Programs have all provider agreements and provider numbers that are required under such Private Programs. “Private Programs” shall mean any non-Governmental Program third party payor with which any Selling Party, with respect to the Business, has a contract to provide services and to receive payment therefor and that in calendar year 2010 and/or 2011 generated revenue for any Selling Parties, individually or in the aggregate, in excess of $500,000. Collectively, Governmental Programs and Private Programs shall be referred to as “Payment Programs;”