expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that [[Organization B:Organization]] or any other party performing any field examination will inspect only specific information regarding the Loan Parties and their Subsidiaries and will rely significantly upon Loan Parties' and their Subsidiaries' books and records, as well as on representations of Loan Parties' personnel,

None of the Tax Returns of the Company are currently the subject of an audit by a Governmental Body. [Schedule 4.1.12(d)] contains a list of all audits of all Tax Returns of the Company during the three (3) years immediately preceding the Closing Date. There are no Liens for Taxes upon any of the assets of the Company.

Accuracy of Financial Statements. The terms set forth in this Binding Letter of Intent are based on the parties' assumption that [[Organization B:Organization]]’s balance sheets, income statements, of cash flows, and notes (the “Financial Statements”) for the fiscal years ending December 31, 2018, December 31, 2019 and December 31, 2020, will be prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and that such Financial Statements shall fairly represent [[Organization B:Organization]]’s financial condition and the results of its operations for those periods; and prior to the Closing of the Acquisition, and within 71 days of the execution of the Acquisition Agreement, any necessary audits for the foregoing periods of [[Organization B:Organization]] (the “[[Organization B:Organization]] Audits”) shall be performed and completed by a PCAOB registered auditing firm as selected by the Company, currently intended to be BF Borgers.

Environmental Compliance. The Company will, and will cause each Subsidiary to, comply with all Environmental Laws, except where noncompliance could not reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, having a Material Adverse Effect. The Company will, and will cause each Subsidiary to, upon the Administrative Agent’s written reasonable request, # cause the performance of such environmental audits and testing, and preparation of such environmental reports, at the Company’s expense, as the Administrative Agent may from time to time reasonably request with respect to any parcel of real Property subject to a Mortgage, which shall be conducted by Persons reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent, and # permit the Administrative Agent or its representatives to have access to all such real Property for the purpose of conducting, at the Company’s expense, such environmental audits and testing as the Administrative Agent shall reasonably deem appropriate; provided, that if a Phase I or other environmental report with respect to any such parcel of real Property has been completed to the reasonable satisfaction of the Administrative Agent, then no other environmental audits, testing or reports shall be required for such parcel of real Property during the term of this Agreement.

Survival of Obligations. The termination or expiration of this Agreement or any SOW shall not affect the survival and continuing validity of Articles 4 (Payments, but only to the extent of fees and expenses incurred prior to such termination or expiration), 7 (Proprietary Rights), 8 (Insurance Requirements), 9 (Records and Audits), 10 (Term and Termination), 11 (Confidentiality), 12 (Indemnification) and 13 (Miscellaneous).

“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

Except as set forth in [Section 3.14(h)] of the ​ Disclosure Schedule, there are no pending or, to ​’s Knowledge, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any ​ Employee Plans that, individually or in the aggregate, are reasonably likely to result in any material liability to ​.

[Schedule 7.1(k)] contains the most recently obtained environmental reports and audits pertaining to each Property, if any, to the extent in Seller's possession or control, including, without limitation, phase I and II environmental site assessments and environmental compliance audits prepared by third party consultants (the "Environmental Reports") relating to each Property. Except as disclosed in any Environmental Reports or on [Schedule 7.1(k)] attached hereto, to Seller's knowledge, the Properties do not contain any hazardous materials (the "Hazardous Materials") prohibited, limited or regulated under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, or under any other applicable federal, state or local statutes, regulations, rules, court orders or rulings, or ordinances (collectively the "Environmental Laws") in violation of such Environmental Laws.

Except for routine or immaterial post-payment reviews or audits in the ordinary course of business, none of the Companies or Physician-Owned Practices has at any time during the past three (3) years received any notice from any of third-party payment programs of any action, suit, proceeding, arbitration, meditation, complaint, claim, charge, litigation, investigation, demands, hearings, audits, reviews or assessments threatened in a writing delivered to the Companies or Physician-Owned Practices or, to the knowledge of any Loan Party, pending, ongoing or scheduled, with respect to any of the claims filed by the Companies or Physician-Owned Practices for reimbursement or with respect to any compliance matters, investigations or surveys. Each Company and Physician-Owned Practice has paid, resolved or appealed (or the applicable third-party payor has recouped) all known and undisputed refunds, overpayments, discounts or adjustments that have become due with respect to such claims and reports, has not knowingly received and retained reimbursements from any such third-party payor in excess of the amounts permitted by applicable payor’s requirements and Healthcare Laws, except as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Except for routine or immaterial post-payment reviews or audits in the ordinary course of business, no third-party payor has requested or threatened in a writing delivered to the Companies or Physician-Owned Practices, to the knowledge of any Loan Party, any recoupment, refund or offset from any client of the Companies or Physician-Owned Practices that has not timely been appealed, repaid, resolved or recouped. There are no third-party payor recoupments being sought, requested or claimed, or to the knowledge of any Loan Party, threatened against the Companies or Physician-Owned Practices in excess of $250,000.

The results of audits or reviews under this Contract may be made available to Financing Entities on an ongoing basis per the requirements of such financing. The Contractor shall have the right to challenge the results of the review, and any such dispute shall be resolved reasonably and in good faith by the Parties. In the event a dispute remains following any such challenge, either Party may submit such dispute to Arbitration pursuant to the provisions of Article 26 hereunder.