Common use of CERTAIN ADDITIONAL REGULATORY MATTERS Clause in Contracts

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company nor any Subsidiary, nor the officers, directors or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company or any Subsidiary have engaged in any activities which are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, the following activities: (a) Knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program, or (ii) in return for, or to induce the purchase, lease or order or the arranging for or recommending of the purchase, lease or order of, any good, facility, service or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company nor any Subsidiary, nor the officers, directors or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents agents, of any of the Company or any Subsidiary have engaged in any activities which are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, the following activities: (a) Knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program, or (ii) in return for, or to induce the purchase, lease or order or the arranging for or recommending of the purchase, lease or order of, any good, facility, service or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither Except where a matter has not had a material adverse effect that has not been cured or where a material adverse effect would not reasonably be expected to occur, none of (x) the Company nor Company, any SubsidiaryAffiliate of the Company, nor or, the officers, directors directors, or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge employees or agents of the Company or any SubsidiaryAffiliate, (y) to the other employees Company's knowledge (for this purpose, without independent investigation or agents inquiry), any of the Persons having a direct or indirect ownership interest in the Company or any of its Subsidiaries within the meaning of Section 1320a-7(b)(8) of Title 42 of the United States Code or (z) to the Company's knowledge (for this purpose, without independent investigation or inquiry), any of the Persons who provide professional services under agreements with any of the Company or any Subsidiary Affiliate as agents of such entities, have engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Company or mandatory or permissive exclusion of the Company from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, including the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program (as defined below) or Federal Health Care Program (as defined below) that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (Section 1320a-3 of Title 42 U.S.C. Section 1320a-3of the United States Code).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither None of (x) the Company nor Company, any SubsidiaryAffiliate of the Company, nor or, the officers, directors directors, or agents or managing employees, as that term is defined in employees (within the meaning of 42 C.F.R. Section 1001.1001(a)(1U.S.C. (S) 1320a-7(b)(8), nor to the Knowledge ) of the Company or any SubsidiaryAffiliate, (y) to the other employees Company's knowledge (for this purpose, without independent investigation or agents inquiry), any of the Persons having a direct or indirect ownership interest in the Company or any of its Subsidiaries within the meaning of Section 1320a-7(b)(8) of Title 42 of the United States Code or (z) to the Company's knowledge (for this purpose, without independent investigation or inquiry), any of the Persons who provide professional services under agreements with any of the Company or any Subsidiary Affiliate as agents of such entities, have engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Company or mandatory or permissive exclusion of the Company from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such ------- statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, including the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program (as defined below) or Federal Health Care Program (as defined below) that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (Section --- 1320a-3 of Title 42 U.S.C. Section 1320a-3of the United States Code).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company nor any SubsidiaryAffiliate, nor the officers, directors or managing employeesdirectors, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company or any Subsidiary Affiliate, and none of the Persons who provide professional services under agreements with any of the Company or any Affiliate as agents of such entities have engaged in any activities which are prohibited under criminal lawprohibited, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries Affiliates seeks accreditation or by generally recognized professional standards of care or conduct, including, including but not limited to, to the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither As to the Company nor any SubsidiaryBusiness, nor none of the Sellers, or the officers, directors directors, or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of the Sellers, and, to the Best Knowledge of the Sellers, none of the Persons who provide professional services under agreements with any of the Company or any Subsidiary Sellers as agents of the Sellers have engaged in any activities on behalf of the Sellers which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Sellers or mandatory or permissive exclusion of the Sellers from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program under (as defined in Section 4.35 belowS)(S) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by constitute material violations of or material deficiencies under the standards of any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conductSellers seek accreditation, including, but not limited to, including the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section (S) 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section (S) 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither Except where a matter has not had a material adverse effect that has not been cured or where a material adverse effect would not reasonably be expected to occur, none of (x) the Company nor Company, any SubsidiaryAffiliate of the Company, nor or, the officers, directors directors, or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge employees or agents of the Company or any SubsidiaryAffiliate, (y) to the other employees Company's knowledge (for this purpose, without independent investigation or agents inquiry), any of the Persons having a direct or indirect ownership interest in the Company or any of its Subsidiaries within the meaning of Section 1320a-7(b)(8) of Title 42 of the United States Code or (z) to the Company's knowledge (for this purpose, without independent investigation or inquiry), any of the Persons who provide professional services under agreements with any of the Company or any Subsidiary Affiliate as agents of such entities, have engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Company or mandatory or permissive exclusion of the Company from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), ------- or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, including the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program (as defined below) or Federal Health Care Program (as defined below) that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (Section 1320a-3 of Title 42 U.S.C. Section 1320a-3of the United States Code).. ---

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither (a) Except where such activities have not had and will not have a Material Adverse Effect on the Company and the Subsidiaries, neither the Company, the Subsidiaries, nor any Subsidiaryofficer, nor the officers, directors director or managing employees, as that term is defined in employee of such Person (within the meaning of 42 C.F.R. Section 1001.1001(a)(1U.S.C. (section 1320a-5(b), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company or any Subsidiary have ) has engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Company or the Subsidiaries or mandatory or permissive exclusion of such Persons from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), any other state or federal health care program, or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by constitute violations of or deficiencies under the standards of any private accrediting organization from which the Company or any of its the Subsidiaries is accredited or seeks accreditation or by generally recognized professional standards of care or conductaccreditation, including, but not limited to, including the following activities: (ai) Knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) Knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program (each as defined below) that is (iA) for an item or service that the Person person presenting or causing to be presented knows or should know was not provided as claimed, or (iiB) for an item or service that where the Person person presenting knows or should know that the claim is false or fraudulent; (div) Knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (iA) in return for referring, or to induce the referral of, an individual to a Person person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (B) in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease, or order, of any good, facility, service, or item for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program, or (ii) in return for, or to induce the purchase, lease or order or the arranging for or recommending of the purchase, lease or order of, any good, facility, service or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or; (ev) Knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (iA) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (iiB) information required to be provided under Section section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section section 1320a-3); or (vi) failing substantially to provide medically necessary items or services, if the failure adversely affects individuals covered by Medicare or Medicaid. (b) Each of the Company and the Subsidiaries has a Medicaid number and a participating provider agreement in each state, as applicable, to which it bills directly to such states' Medicaid agency for services provided by it. (c) Except as set forth on Schedule 3.31(c), each of the Company and the Subsidiaries is accredited by the Joint Commission on Accreditation of Healthcare Organizations, or any successor thereof.

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither None of (x) the Company nor Company, any SubsidiarySubsidiary of the Company, nor or the officers, directors or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company or any Subsidiary have of the Company, (y) to the Company's Knowledge (for this purpose, without independent investigation or inquiry), any Person who provides billing services under agreements with the Company or any Subsidiary of the Company as an agent of such entity, or (z) to the Company's Knowledge (for this purpose, without independent investigation or inquiry), any Person with whom the Company has a Contract to provide equipment or services (but solely with respect to matters relating specifically to such Contracts), has engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Company or mandatory or permissive exclusion of the Company from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under 42 U.S.C. Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code1395nn, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, other Fraud and Abuse Laws including the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program (as defined below) or Federal Health Care Program (as defined below) that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-30000 x-0 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither None of (x) the Company nor Corporation, any SubsidiarySubsidiary of the Corporation, nor or, the officers, directors directors, or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company Corporation or any Subsidiary or (y) to the Corporation's knowledge (which for purposes, hereof, shall also include the actual knowledge of Xxxxx Xxxx), any Affiliate of the Corporation having a direct or indirect ownership interest in the -20- Corporation or any of its Subsidiaries within the meaning of Section 1320a- 7(b)(8) of Title 42 of the United States Code have engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon the Corporation or mandatory or permissive exclusion of the Corporation from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations ------- promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conductstatutes, including, but not limited to, including the following activities: : (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; ; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program (as defined below) or Federal Health Care Program (as defined below) that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; ; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (ii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (Section 1320a-3 of --- Title 42 U.S.C. of the United States Code), except for such matters which, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. For purposes of this Section 1320a-3).3.22 only, "Subsidiary" shall also include, without ------------ limitation, the entities set forth in Schedule 3.22. -------------

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company Borrower nor any SubsidiaryAffiliate, nor the officers, directors or managing employeesdirectors, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company Borrower or any Subsidiary Affiliate, and none of the persons who provide professional services under agreements with any of the Borrower or any Affiliate as agents of such entities have engaged in any activities which are prohibited under criminal lawprohibited, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company Borrower or any of its Subsidiaries Affiliates seeks accreditation or by generally recognized professional standards of care or conduct, including, including but not limited to, to the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program state health care program that is (i) for an item or service that the Person person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Programstate health care program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Programstate health care program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program state health care program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company Company, any of its Subsidiaries nor any Subsidiary, nor the of their officers, directors or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge knowledge of the Company or any SubsidiaryCompany, the other employees or agents of any of the Company or any Subsidiary of its Subsidiaries have engaged in any activities which are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (state health care program as defined in SSA Section 4.35 below1128(h) or any regulations promulgated thereunder ("STATE HEALTH CARE PROGRAM") or a federal health care program as defined in the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3), Section 1128B(f) ("FEDERAL HEALTH CARE PROGRAM") under Sections 1320a-7, 1320a-7a, 1320a-7b or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that the Person presenting knows or should know that the claim is false or fraudulent;Federal (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program, Program or (ii) in return for, or to induce the purchase, lease or order or the arranging for or recommending of the purchase, lease or order of, any good, facility, service or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, certification or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company Borrower ------------------------------------- nor any SubsidiaryAffiliate, nor the officers, directors or managing employeesdirectors, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company Borrower or any Subsidiary Affiliate, and none of the persons who provide professional services under agreements with any of the Borrower or any Affiliate as agents of such entities have engaged in any activities which are prohibited under criminal lawprohibited, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program under (as defined in Section 4.35 belowS)(S) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute Statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company Borrower or any of its Subsidiaries Affiliates seeks accreditation or by generally recognized professional standards of care or conduct, including, including but not limited to, to the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program state health care program that is (i) for an item or service that the Person person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Programstate health care program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Programstate health care program; or (e) Knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither None of the Company nor Company, any SubsidiaryAffiliate of the Company, nor or the officers, directors directors, or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company or any Subsidiary Affiliate, and none of the Persons who provide professional services under agreements with any of the Company or any Affiliate as agents of such entities have engaged in any activities which are prohibited under criminal lawconstitute material violations of, or are cause for imposition of material civil penalties upon the Company or mandatory or permissive exclusion of the Company from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program under (as defined in Section 4.35 belowS) under Sections (S) 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), ------- or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by constitute material violations of or deficiencies under the standards of any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conductaccreditation, including, but not limited to, including the following activities unless any violations of law resulting from such activities, individually or in the aggregate, has not had a material adverse effect that has not been cured and reasonably would not be expected to have a material adverse effect: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that and the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section (S) 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section (S) 1320a-3).. ---

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither (a) Except where such activities have not had and will not have a PSI Material Adverse Effect, neither PSI, the Company PSI Subsidiaries, nor any Subsidiaryofficer, nor the officers, directors director or managing employees, as that term is defined in employee of such Person (within the meaning of 42 C.F.R. Section 1001.1001(a)(1U.S.C. (ss. 1320a-5(b), nor to the Knowledge of the Company or any Subsidiary, the other employees or agents of any of the Company or any Subsidiary have ) has engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon PSI or the PSI Subsidiaries or mandatory or permissive exclusion of such Persons from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program (as defined in Section 4.35 below) under Sections xx.xx. 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan ss. 3727 et seq. of Title 51 of the Uniformed Services statute United States Code ("CHAMPUSTRICARE"), any other state or federal health care program, or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by constitute violations of or deficiencies under the standards of any private accrediting organization from which the Company PSI or any of its the PSI Subsidiaries is accredited or seeks accreditation or by generally recognized professional standards of care or conductaccreditation, including, but not limited to, including the following activities: (ai) Knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) Knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUSTRICARE, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program (each as defined below) that is (iA) for an item or service that the Person person presenting or causing to be presented knows or should know was not provided as claimed, or (iiB) for an item or service that where the Person person presenting knows or should know that the claim is false or fraudulent; (div) Knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (iA) in return for referring, or to induce the referral of, an individual to a Person person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUSTRICARE, Medicare or Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (B) in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease, or order, of any good, facility, service, or item for which payment may be made in whole or in part by TRICARE, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program, or (ii) in return for, or to induce the purchase, lease or order or the arranging for or recommending of the purchase, lease or order of, any good, facility, service or item for which payment may be made in whole or in party by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or; (ev) Knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (iA) the conditions or operations of a facility in order that the facility may qualify for CHAMPUSTRICARE, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (iiB) information required to be provided under Section ss. 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3); or (vi) failing substantially to provide medically necessary items or services, if the failure adversely affects individuals covered by Medicare or Medicaid.

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither the Company Company, any of its Subsidiaries nor any Subsidiary, nor the of their officers, directors or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge knowledge of the Company or any SubsidiaryCompany, the other employees or agents of any of the Company or any Subsidiary of its Subsidiaries have engaged in any activities which are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, or any other state health care program as defined in SSA Section 1128(h) or any regulations promulgated thereunder ("State Health Care Program Program") or a federal health care program as defined in the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3), Section 1128B(f) ("Federal Health Care Program (as defined in Section 4.35 belowProgram") under Sections 1320a-7, 1320a-7a, 1320a-7b or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by any private accrediting organization from which the Company or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conduct, including, but not limited to, the following activities: (a) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) Presenting presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, claimed or (ii) for an item or service that the Person presenting knows or should know that the claim is false or fraudulent; (d) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program, Program or (ii) in return for, or to induce the purchase, lease or order or the arranging for or recommending of the purchase, lease or order of, any good, facility, service or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, certification or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).

CERTAIN ADDITIONAL REGULATORY MATTERS. Neither (a) None of the Company nor Sellers, the Entities or any Subsidiaryofficer, nor the officers, directors director or managing employees, as that term is defined in 42 C.F.R. Section 1001.1001(a)(1), nor to the Knowledge employee of the Company Sellers or any Subsidiary, the other employees or agents Entities (within the meaning of any of the Company or any Subsidiary 42 U.S.C. (Section 1320a-5(b)) have engaged in any activities which are prohibited under criminal lawconstitute violations of, or are cause for imposition of civil penalties upon any Entity or mandatory or permissive exclusion of any Entity from Medicare or Medicaid, or any other State Health Care Program or Federal Health Care Program under (as defined in Section 4.35 belowS) under Sections 1320a-7, 1320a-7a, 1320a-7b 1320a-7b, or 1395nn of Title 42 of the United States Code, the federal Civilian Health and Medical Plan of the Uniformed Services statute ("CHAMPUS"), or the regulations promulgated pursuant to such statutes or regulations or related state or local statutes or which are prohibited by constitute violations of or deficiencies under the standards of any private accrediting organization from which the Company any Entity is accredited or any of its Subsidiaries seeks accreditation or by generally recognized professional standards of care or conductaccreditation, including, but not limited to, including the following activities: (ai) Knowingly knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; ; (bii) Knowingly knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) Presenting knowingly and willfully presenting or causing to be presented a claim for reimbursement under CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program that is (i) for an item or service that the Person presenting or causing to be presented knows or should know was not provided as claimed, or (ii) for an item or service that where the Person presenting knows or should know that the claim is false or fraudulent; ; (div) Knowingly knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, 18 overtly or covertly, in cash or in kind (i) in return for referring, or to induce the referral of, an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid Medicaid, or any other State Health Care Program or any Federal Health Care Program, or (iiiii) in return for, or to induce induce, the purchase, lease lease, or order order, or the arranging for or recommending of the purchase, lease lease, or order oforder, of any good, facility, service service, or item for which payment may be made in whole or in party part by CHAMPUS, Medicare or Medicaid or any other State Health Care Program or any Federal Health Care Program; or (e) Knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program certification or any Federal Health Care Program certification, or (ii) information required to be provided under Section 1124(A) of the Social Security Act ("SSA") (42 U.S.C. Section 1320a-3).