Common use of REPRESENTATIONS AND WARRANTIES OF GROUP Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s Board of Directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians providing services to Participating Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly licensed to practice medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.3. in compliance with the insurance requirements set forth in Section 4.5 hereof. 7.8. GROUP represents and warrants that it and each GROUP Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) All of GROUP’s Former Employees and any current non-professional employees of GROUP related to the Practice (“Practice Employees”) (i) if terminated, have been properly terminated as of the consummation of the merger between Professional Care Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP (the “Closing”) without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or (ii) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s Board of Directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction transactions contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians providing services to Participating the Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly licensed to practice medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.3. in compliance with the insurance requirements set forth in Section 4.5 4.6 hereof. 7.8. GROUP represents and warrants that it and each GROUP Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) All of GROUP’s Former Employees and any current non-professional employees of GROUP related to the Practice (“Practice Employees”) (i) if terminated, have been properly terminated as of the consummation of the merger between Professional Care Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP (the “Closing”) without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or (ii) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP Group are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP Group represents and warrants as follows: 7.15.1. GROUP Group is a corporation Group duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposesGroup Agreement. 7.25.2. GROUPGroup’s Board of Directors has partners have all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUPGroup’s Articles of Incorporation, Bylaws Group Agreement or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP Group may be bound. 7.35.3. GROUP Group has furnished Manager full and complete copies of all contracts and agreements affecting GROUP Group including, but not limited to, all contracts to which GROUP Group is a party. 7.45.4. GROUP Group and any and all physicians providing services to Participating Plans Health Plan have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice Group of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP Group and all applicable standards of practice Group relating to the provision of professional services hereunder. 7.55.5. GROUP Group and any and all Participating Providers providing services for the GROUP Group have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP Group as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.65.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUPGroup’s knowledge, threatened, affecting GROUP Group other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.75.7. GROUP Group represents and warrants that each GROUP Group Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.15.7.1. duly licensed to practice Group medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.25.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.35.7.3. in compliance with the insurance requirements set forth in Section 4.5 2.6 hereof. 7.85.8. GROUP Group represents and warrants that it and each GROUP Group Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices Groups in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) All of GROUP’s Former Employees and any current non-professional employees of GROUP related to the Practice (“Practice Employees”) (i) if terminated, have been properly terminated as of the consummation of the merger between Professional Care Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP (the “Closing”) without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or (ii) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s Board of Directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians providing services to Participating Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly licensed to practice medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.3. in compliance with the insurance requirements set forth in Section 4.5 4.6 hereof. 7.8. GROUP represents and warrants that it and each GROUP Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) 7.9.1. All of GROUP’s Former Employees and any current non-professional employees of GROUP related to the Practice (“Practice Employees”) (i) if terminated, have been properly terminated as of the consummation closing under the Agreement of the merger Purchase and Sale of Stock, by and between Professional Care GROUP and Prospect Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP (the “Closing”) without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or (ii) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s 's Board of Directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s 's Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians providing services to Participating Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s 's knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly licensed to practice medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.3. in compliance with the insurance requirements set forth in Section 4.5 hereof. 7.8. GROUP represents and warrants that it and each GROUP Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) All of GROUP’s 's Former Employees and any current non-professional employees of GROUP related to the Practice (“"Practice Employees”") (i) if terminated, have been properly terminated as of the consummation of the merger between Professional Care Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP (the “"Closing”") without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s 's knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or (ii) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s Board of Directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians providing services to Participating Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly licensed to practice medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.3. in compliance with the insurance requirements set forth in Section 4.5 4.6 hereof. 7.8. GROUP represents and warrants that it and each GROUP Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) All of GROUP’s Former Employees and any current non-professional employees of GROUP related to the Practice (“Practice Employees”) (i) if terminated, have been properly terminated as of the consummation of closing under the merger between Professional Care Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP Stock Purchase Agreement (the “Closing”) without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or . Any current non-professional employees of GROUP related to the Practice (ii“Practice Employees”) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s Board board of Directors directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians Participating Providers providing services to Participating the Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board board of Directors directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insuranceinsurance except for those set forth in Schedule 7.6. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly licensed to practice medicine within the State of California and in possession of a federal DEA number, all without limitation, restriction or condition whatsoever; 7.7.2. entitled to receive Medicare and Medicaid reimbursement without limitation, restriction or condition whatsoever; 7.7.3. in compliance with the insurance requirements set forth in Section 4.5 4.4 hereof. 7.8. GROUP represents and warrants that it and each GROUP Participating Provider shall (i) comply with all applicable governmental laws, regulations, ordinances, and directives and (ii) perform his or her work and functions at all times in strict accordance with currently approved methods and practices in his or her field. 7.9. GROUP represents and warrants that, as of the date hereof: (i) All of GROUP’s Former Employees and any current non-professional employees of GROUP related to the Practice (“Practice Employees”) (i) if terminated, have been properly terminated as of the consummation of the merger between Professional Care Medical Group, Inc. and Prospect LA Medical Group, Inc., which resulted in GROUP (the “Closing”) without creating any cause of action or otherwise giving rise to any liability for wrongful discharge, breach of contract, tort or other cause of action at law or in equity, and there are no such actions pending or, to GROUP’s knowledge, threatened, and GROUP has satisfied all obligations to such employees for all accrued salaries and benefits, or (ii) are subject to such other disposition as is satisfactory to Manager. 7.9.2. There is no liability to any employee or third party, including any governmental agency, for any employee benefits, compensation, taxes or withholdings of any kind with respect to any of the Practice Employees other than those items arising in the normal course of business immediately prior to the Closing, all of which items shall be set forth in Schedule 7.9.2. There are no accrued vacations or sick leave for any of the Practice Employees for which Manager may become liable by reason of any of the transactions contemplated under this Agreement. GROUP shall be solely responsible to comply with the requirements, if any, of the federal Worker Adjustment and Retraining Notification Act. 7.9.3. There are no threats of strikes or work stoppages by any of the Practice Employees. The GROUP is not a party to any contract or agreement with a labor union or any local or subdivision thereof, and has not been charged with any unresolved unfair labor practices, and there are no labor grievances or any present union organizing activity among any of the Practice Employees.