SEC Filings

8-K
ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document
 


(b) Each of the Company and its Subsidiaries is and, to the Knowledge of the Company since January 1, 2015 has been, in compliance with all Health Care Laws and legally enforceable Health Care Program requirements, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Affiliates nor, to the Knowledge of the Company, any of their respective Representatives, has engaged in any activities that constitute a material breach under the terms of the Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Rural/Metro Corporation, effective June 15, 2012.

(c) All billing, claims, reporting and documentation practices of the Company and its Subsidiaries are and, to the Knowledge of the Company since January 1, 2015 have been, in compliance with all Health Care Laws and legally enforceable Health Care Program requirements, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has, since January 1, 2016, billed, received or retained any payment or reimbursement in excess of amounts allowed by Health Care Laws or legally enforceable Health Care Program requirements, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(d) The Company and its Subsidiaries use reasonable best efforts to protect the privacy of sensitive data, including non-public information, that the Company or any of its Subsidiaries collects, uses, maintains or transmits and to prevent unauthorized access to, and use or disclosure of, such Data by any unauthorized Person, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2015, neither the Company nor any of its Subsidiaries, or, to the Knowledge of the Company, any third Person acting on behalf of the Company or any of its Subsidiaries, has had a breach of security of any Data that the Company or any of its Subsidiaries (or a third Person acting on behalf of the Company or any of its Subsidiaries) collects, uses, maintains or transmits, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

4.10 Litigation. There are no Actions pending or, to the Knowledge of the Company, threatened against or by the Seller, the Company or any of their Affiliates (in each case, or any of their assets, rights or properties), that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither Seller, the Company nor any of their Affiliates is subject to, a party to or in default under any Order that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. Except as accrued or reserved against on the Most Recent Audited Balance Sheet or set forth on Section 4.7 of the Company Disclosure Schedule, there is no unsatisfied judgment, penalty or award in excess of $5,000,000 against the Company or any of its Subsidiaries (in each case or their assets, rights or properties).

4.11 Taxes. Except as would not, individually or in the aggregate reasonably be expected to have, a Company Material Adverse Effect:

(a) all Tax Returns required to be filed with respect to a Public Company Group, the Company and each of its Subsidiaries have been duly and timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns were correct and complete in all material respects;

 

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