OF AND, TO THE KNOWLEDGE OF THE SELLERS, NEITHER THE
COMPANY NOR ANY COMPANY SUBSIDIARY IS THE SUBJECT OF, ANY PENDING INVESTIGATION
BY A GOVERNMENTAL AUTHORITY REGARDING ACTIVITIES PROHIBITED UNDER, THE U.S.
ANTI-KICKBACK ACT (42 U.S.C. §1320A-7B(B), ET SEQ.), THE U.S. STARK LAW (42
U.S.C. §1395NN), THE U.S. FALSE CLAIMS ACT (31 U.S.C. 3729, ET SEQ.) AND ANY
RELATED LAWS GOVERNING PARTICIPATION IN UNITED STATES HEALTH CARE PROGRAMS, OR
ANY COMPARABLE STATE OR FOREIGN LAWS.
THERE IS NO PROCEEDING PENDING OR, TO THE
KNOWLEDGE OF THE SELLERS, THREATENED AGAINST THE COMPANY OR ANY OF THE COMPANY
SUBSIDIARIES WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN THE EXCLUSION OF
THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES FROM ANY THIRD PARTY PAYMENT
PROGRAM IN WHICH THEY PARTICIPATE.
(F)
IN GERMANY, THE COMPANY OR A COMPANY
SUBSIDIARY HAS APPLIED TO THE NATIONAL INSURANCE PROGRAM (MEDIZINISCHE DIENST
KRANKENKASSEN) FOR PRODUCT SPECIFIC CODES FOR EACH PRODUCT, TO THE EXTENT SUCH
CODE IS REQUIRED IN ORDER TO PARTICIPATE IN SUCH NATIONAL INSURANCE PROGRAM.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
SECTION 2.21 ARE THE SOLE REPRESENTATIONS AND WARRANTIES OF THE SELLERS RELATING
TO THE MATTERS REFERRED TO IN THIS SECTION 2.21.
2.22
POWERS OF ATTORNEY.
SECTION 2.22 OF THE SELLER
DISCLOSURE SCHEDULE SETS FORTH A TRUE AND COMPLETE LIST OF THE NAMES OF ALL
PERSONS HOLDING GENERAL OR SPECIAL POWERS OF ATTORNEY FROM THE COMPANY OR ANY OF
THE COMPANY SUBSIDIARIES AND A SUMMARY OF THE TERMS THEREOF.
2.23
PAYMENTS.
TO THE KNOWLEDGE OF THE SELLERS,
NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY, NOR ANY DIRECTOR, OFFICER,
LIMITED LIABILITY COMPANY MANAGER, MANAGING DIRECTOR (OR FUNCTIONAL EQUIVALENTS
OF THE FOREGOING), EQUITYHOLDER, EMPLOYEE, AGENT OR OTHER PERSON ASSOCIATED
29
WITH OR ACTING ON BEHALF OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES, HAS
USED ANY FUNDS OF THE COMPANY OR ANY COMPANY SUBSIDIARY FOR ANY UNLAWFUL
CONTRIBUTION, GIFT, ENTERTAINMENT OR EXPENSE RELATING TO POLITICAL ACTIVITY, OR
MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC OFFICIAL
OR EMPLOYEE OF A GOVERNMENTAL AUTHORITY FROM FUNDS OF THE COMPANY OR ANY COMPANY
SUBSIDIARY, OR MADE ANY UNLAWFUL REBATE OR KICKBACK OR OTHER UNLAWFUL PAYMENT.
2.24
CONTROLS AND PROCEDURES.
THE FINANCIAL STATEMENT
PARTIES MAINTAIN ACCURATE AND COMPLETE BOOKS AND RECORDS REFLECTING THEIR ASSETS
AND LIABILITIES AND MAINTAIN PROPER AND ADEQUATE INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT: (I) TRANSACTIONS ARE EXECUTED
ONLY IN ACCORDANCE WITH MANAGEMENT'S AUTHORIZATION; (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF THE FINANCIAL STATEMENTS OF THE
FINANCIAL STATEMENT PARTIES IN ACCORDANCE WITH GAAP (OR, IN THE CASE OF NON-U.S.
COMPANY SUBSIDIARIES, THE APPLICABLE ACCOUNTING RULES IN THEIR RESPECTIVE
JURISDICTION OF OPERATION) AND TO MAINTAIN ACCOUNTABILITY FOR THE ASSETS AND
LIABILITIES OF THE FINANCIAL STATEMENT PARTIES; (III) RECEIPTS AND EXPENDITURES
OF THE FINANCIAL STATEMENT PARTIES ARE EXECUTED ONLY IN ACCORDANCE WITH
MANAGEMENT'S AUTHORIZATION; (IV) UNAUTHORIZED ACQUISITION, DISPOSITION OR USE OF
ASSETS IS PREVENTED OR TIMELY DETECTED; AND (V)