(II)
EACH REGULATED COMPANY THAT DIRECTLY RECEIVES REIMBURSEMENT OR
PAYMENTS UNDER TITLE XVIII OR XIX OF THE SOCIAL SECURITY ACT (THE "MEDICARE AND
MEDICAID PROGRAMS") IS ENROLLED FOR PARTICIPATION AND REIMBURSEMENT UNDER THE
MEDICARE AND MEDICAID PROGRAMS.
EACH REGULATED COMPANY THAT DIRECTLY OR
INDIRECTLY RECEIVES REIMBURSEMENT OR PAYMENTS UNDER THE MEDICARE AND MEDICAID
PROGRAMS, THE
TRICARE PROGRAM AND SUCH OTHER SIMILAR FEDERAL, STATE OR LOCAL
REIMBURSEMENT OR GOVERNMENTAL PROGRAMS (COLLECTIVELY THE "GOVERNMENT PROGRAMS")
HAS CURRENT PROVIDER NUMBERS AND PROVIDER ENROLLMENTS AND AGREEMENTS REQUIRED
FOR EACH OF SUCH GOVERNMENT PROGRAMS.
EACH REGULATED COMPANY THAT RECEIVES
DIRECT PAYMENTS UNDER ANY NON-GOVERNMENTAL PROGRAM, INCLUDING WITHOUT LIMITATION
ANY PRIVATE INSURANCE PROGRAM (COLLECTIVELY, THE "PRIVATE PROGRAMS") HAS ALL
PROVIDER AGREEMENTS AND PROVIDER NUMBERS THAT ARE REQUIRED UNDER SUCH PRIVATE
PROGRAMS.
(III)
EACH REGULATED COMPANY HAS NOT CLAIMED OR RECEIVED REIMBURSEMENTS
FROM GOVERNMENT PROGRAMS OR PRIVATE PROGRAMS IN EXCESS OF AMOUNTS PERMITTED BY
LAW OR APPLICABLE CONTRACT, AND HAS NO LIABILITY UNDER ANY GOVERNMENT PROGRAM OR
PRIVATE PROGRAM (KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE) FOR ANY REFUND,
OVERPAYMENT, DISCOUNT OR ADJUSTMENT, EXCEPT FOR ANY OF THE FOREGOING THAT WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
RESULTS OF OPERATIONS OR PROSPECTS OF ANY PARTICULAR REGULATED COMPANY OR GROUP
THEREOF, INCLUDING BY VIRTUE OF HAVING A MATERIAL ADVERSE EFFECT ON THE ABILITY
TO OPERATE IN THE ORDINARY COURSE OR BY VIRTUE OF RESULTING IN A MATERIAL
LIABILITY.
EXCEPT AS DESCRIBED ON SCHEDULE 3(Y), NO REGULATED COMPANY HAS ANY
REIMBURSEMENT OR PAYMENT RATE APPEALS, DISPUTES OR CONTESTED POSITIONS CURRENTLY
PENDING BEFORE ANY GOVERNMENTAL ENTITY OR ANY ADMINISTRATOR OF ANY PRIVATE
PROGRAMS WITH RESPECT TO ANY BUSINESS.
(IV)
ALL ACTIVITIES OF EACH BUSINESS OF EACH REGULATED COMPANY AND OF
ANY OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF ANY OF THE REGULATED COMPANIES
UNDERTAKEN ON BEHALF OF ANY BUSINESS, HAVE BEEN, AND ARE CURRENTLY BEING,
CONDUCTED IN COMPLIANCE IN ALL RESPECTS WITH ALL APPLICABLE LEGAL REQUIREMENTS,
PERMITS, LICENSES, CERTIFICATES, GOVERNMENTAL REQUIREMENTS, GOVERNMENT PROGRAM
MANUALS AND GUIDANCE, ORDERS AND OTHER SIMILAR ITEMS OF ANY GOVERNMENTAL ENTITY
INCLUDING, WITHOUT LIMITATION, REQUIREMENTS UNDER LAWS ADMINISTERED BY THE FOOD
AND DRUG ADMINISTRATION, REQUIREMENTS UNDER THE CLINICAL LABORATORY IMPROVEMENT
AMENDMENTS, AND ALL LEGAL REQUIREMENTS CURRENTLY IN EFFECT PERTAINING TO
CONFIDENTIALITY OF PATIENT INFORMATION, OCCUPATIONAL SAFETY AND HEALTH, WORKERS'
COMPENSATION, UNEMPLOYMENT, BUILDING AND ZONING CODES (COLLECTIVELY,
"REGULATIONS"), OTHER THAN ANY NON-COMPLIANCE THAT DOES NOT OR WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON THE ASSETS, BUSINESS, PROPERTIES, PROSPECTS,
OPERATIONS OR FINANCIAL OR OTHER CONDITION OF ANY BUSINESS.
NONE OF THE
BUSINESSES OF ANY OF THE REGULATED COMPANIES HAS VIOLATED OR BECOME LIABLE FOR,
OR RECEIVED ANY UNRESOLVED NOTICE OR CHARGE ASSERTING ANY SUCH VIOLATION OR
LIABILITY WITH RESPECT TO, ANY REGULATION, NOR ARE THERE ANY FACTS OR
CIRCUMSTANCES THAT ARE KNOWN OR THAT REASONABLY SHOULD BE KNOWN TO THE REGULATED
COMPANIES THAT COULD FORM THE BASIS FOR ANY SUCH VIOLATION OR LIABILITY, WHICH
VIOLATION OR LIABILITY WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON THE BUSINESS, RESULTS OF