Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations or that are prohibited by rules of professional conduct, including, but not limited to, the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or 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 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 Medicare or Medicaid or (ii) in return for purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyExcept as would not, individually or in the Ownersaggregate, the Physician Employees and all other persons and entities providing professional services constitute a Material Adverse Effect or result in liability for Loan Parties in excess of $1,000,000 or on behalf result in criminal liability for any Loan Party, neither any Loan Party or any Subsidiary of the Companya Borrower nor, to the knowledge of Borrowers, any of their actual knowledgeofficers or directors, have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7, 7a or 7b Section 1320a-7b or 42 U.S.C. ssU.S.C., or any other applicable Laws in any applicable jurisdiction. Section 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local such statutes or regulations related state, local or that provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application applications for any benefit or payment; (b) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable third party payors, including any Governmental Authority, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payorother applicable third party payors, including any private pay patient as a single payorGovernmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the Company's services OIG Investigation and Consent Decree. Loan Parties believe that accounted for more than 5% of the aggregate revenues of the Company programs described in the five previous fiscal yearssubpoena are in compliance with all applicable Laws, except where the failure to be in compliance would not constitute a Material Adverse Effect. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship Loan Parties are cooperating fully with the Company or to deny any claims submitted to such Payor for paymentgovernment inquiry.

Fraud and Abuse. The CompanyTo the Borrower’s knowledge, the Ownerseach Property Related Person, the Physician Employees its directors, officers and all employees and other persons and entities Persons providing professional services for or on behalf of the Company, to their actual knowledge, Property Related Person have not engaged in any activities that which are prohibited under in violation of Sections 1128A, 1128C or 1877 of the Social Security Act (42 U.S.C. ss.ss. 1320a-7§§ 1320a-7a, 7a or 7b or 42 1320a-7c and 1395nn), the False Claims Act (31 U.S.C. ss. 1395nn § 3729 et seq.), the Program Fraud Civil Remedies Act of 1986 (subject to the excexxxxxs set forth in such legislation31 U.S.C. § 3801 et seq.) or the regulations promulgated thereunder other federal or pursuant to similar state or local statutes or regulations or that are prohibited by rules of professional conductlaws and regulations, including, but not limited to, the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (div) knowingly and willfully offering, paying or soliciting 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 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 Medicare or Medicaid or service, (iiB) in return for purchasing, leasing or ordering ordering, or arranging for or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaiditem; or (ev) referring billing a patient patient, resident or payor for designated health services (as defined specified in 42 U.S.C. ss. 1395nn) to § 1395nn or any other similar or comparable federal or state laws, or providing designated such health services to a patient or resident, upon a referral from an entity or person with which the a physician or an immediate family member where such physician has a financial relationship and with the Property Related Person to which no exception applies under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list each of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentapplicable laws.

Fraud and Abuse. The Company, the Owners, the Physician Employees Shareholders and all other persons and entities providing professional services for or on behalf the Company's business have not, to the knowledge of the CompanyCompany and the Shareholders, to their actual knowledge, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss. 1320a-7, 7a 1320a-7b or 7b or 42 U.S.C. ss. 1395nn (subject to of Title 42 of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or , or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician orthodontist or an immediate family member has a financial relationship relationship, and to which no exception under ss.1395nn of Title 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentUnited States Code applies.

Fraud and Abuse. The CompanyNeither Matria nor any Subsidiary, the Ownersnor any physician shareholder or employee thereof or of any physician practice managed by Matria or any of its Subsidiaries, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not has engaged in any activities that are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder thereunder, or pursuant to similar state or local statutes or regulations related Requirements of Law, or that are prohibited by rules of professional conduct, including, but not limited towithout limitation, the following: : (ai) 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; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; and (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (iy) in return for referring 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 Medicare or Medicare, Medicaid or any other government or private third party payor, or (iiz) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to any other government or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single third party payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyExcept as could not reasonably be expected to result in a Material Adverse Effect, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Companyno Credit Party nor any Subsidiary nor, to their actual knowledgethe knowledge of any Credit Party’s officers, any of its stockholders, officers or directors, or any Contract Provider, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7federal Medicare and Xxxxxxxx xxxxxxxx, 7a or 7b 00 X.X.X. §0000x-0x, or 42 U.S.C. ss. §1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations regulations, or that which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ix) in return for referring 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 a Federal health care program or other applicable Third Party Payors, or (y) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable Third Party Payors; (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any Person to induce such Person (x) to refer 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 Medicare or Medicaid under a Federal health care program, or (iiy) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging or recommending purchasingleasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring party under a patient for designated Federal health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentcare program.

Fraud and Abuse. The CompanyNeither the Borrower nor any Subsidiary, the Ownersnor any of their respective partners, the Physician Employees and all other persons and entities providing professional services for members, stockholders, officers or directors, acting on behalf of the Company, to their actual knowledgeBorrower or any of its Subsidiaries, have not engaged on behalf of the Borrower or any of its Subsidiaries in any activities that are prohibited under 42 U.S.C. ss.ss. § 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) § 1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder thereunder, or pursuant to related Requirements of Law, or under any similar state law or local statutes or regulations regulation, or that are prohibited by binding rules of professional conduct, including, but not limited to, the following: including (a) 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 and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; , (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently, (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 made, in whole or in part by Medicare or Medicaid part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made made, in whole or in part by Medicare or Medicaid; or part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply, and (e) referring making any prohibited referral for designated health services, or presenting or causing to be presented a patient claim or xxxx to any individual, Third Party Payor or other entity for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services furnished pursuant to a patient upon a referral from an entity prohibited referral. Neither the Borrower nor any of its Subsidiaries shall be considered to be in breach of this Section 7.24 so long as (a) it shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions and (b) such prohibited actions as have occurred, individually or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32aggregate, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends are not reasonably likely to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymenthave a Material Adverse Effect.

Fraud and Abuse. The Company, Neither the Owners, Partnership nor any FRES Participant nor the Physician Employees and all other persons and entities providing professional services for or on behalf Manager nor any of the Company, to their actual knowledge, have not respective predecessors has engaged in any activities that are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7Section 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) False Claims Act or the regulations promulgated thereunder or pursuant to such statutes, or any similar federal, state or local statutes or regulations or that which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (b) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment;payment fraudulently; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable third party payors, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentother applicable third party payors.

Fraud and Abuse. The CompanyTo the best knowledge of the Company and the Shareholder, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, and its officers and directors have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient customer for designated health optical services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health optical services to a patient customer upon a referral from an entity or person with which the physician Shareholder or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the CompanyNo Credit Party nor any Subsidiary nor, to their actual knowledgethe knowledge of any Credit Party’s officers, any of its stockholders, officers or directors, or any Contract Provider, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7federal Medicare and Xxxxxxxx xxxxxxxx, 7a or 7b 00 X.X.X. §0000x-0x, or 42 U.S.C. ss. §1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations regulations, or that which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ix) in return for referring 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 a Federal health care program or other applicable Third Party Payors, or (y) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable Third Party Payors; (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any Person to induce such Person (x) to refer 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 Medicare or Medicaid under a Federal health care program, or (iiy) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging or recommending purchasingleasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring party under a patient for designated Federal health services (care program, in each case with respect to any Contract Provider, as defined in 42 U.S.C. ss. 1395nn) could not reasonably be expected to or providing designated health services to have a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentMaterial Adverse Effect.

Fraud and Abuse. The CompanyNeither the Borrower nor, to the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf knowledge of the CompanyBorrower's officers, to their actual knowledgeany of its officers or directors, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7the Medicare Regulations and Medicaid Regulations, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) 1320a-7b, 42 U.S.C. ss. 1395nn, or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations regulations, or that which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes a "Federal health care offense" (as that term is defined by 18 U.S.C. ss. 24, or any successor statute thereto), or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: : (aA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bB) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (cC) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (dD) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i1) in return for referring 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 Medicare a Federal health care program or Medicaid other applicable third party payors, or (ii2) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare a Federal health care program or Medicaidother applicable third party payors; or (eE) referring a patient for designated health services knowingly or willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any Person to induce such Person (1) to or providing designated health services refer an individual to a patient upon 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 under a referral from an entity Federal health care program, or person with (2) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which the physician payment may be made in whole or an immediate family member has in part under a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentFederal health care program.

Fraud and Abuse. The CompanyExcept as would not, individually or in the Ownersaggregate, reasonably be expected to result in a Material Adverse Effect, neither the Physician Employees and all other persons and entities providing professional services for or on behalf Borrower nor any of the Company, to their actual knowledge, have not its Subsidiaries has engaged in any activities that (a) are prohibited under 42 U.S.C. ss.ss. 1320a-7§§ 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder thereunder, or pursuant to similar state related Requirements of Law, or local statutes or regulations or that (b) are prohibited by rules of professional conduct, or (c) are prohibited under any statute or the regulations promulgated pursuant to such statutes, including, but not limited towithout limitation, the following: : (ai) 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; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; payment fraudulently; and (div) knowingly and willfully offering, paying or soliciting or receiving any illegal remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration (ix) in return for referring 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 Medicare or Medicaid any Governmental Payor, or (iiy) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing or ordering any good, good facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring any Governmental Payor. Between January 1, 2007, and December 31, 2012, neither the Borrower nor any of its Subsidiaries received a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services subpoena issued by any Governmental Authority with respect to a patient upon a referral from an entity possible violation of Healthcare Laws by the Borrower or person with which the physician or an immediate family member any of its Subsidiaries (but excluding Routine Payor Audits) for any matter that has a financial relationship not been fully and to which no exception under 42 U.S.C. ssfinally resolved. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a trueBetween January 1, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors2013, and none the Closing Date, neither the Borrower nor any of such Payors its Subsidiaries has notified received a subpoena issued by any Governmental Authority with respect to a possible violation of Healthcare Laws by the Company that it intends to discontinue Borrower or any of its relationship with the Company or to deny any claims submitted to such Subsidiaries (but excluding Routine Payor for paymentAudits).

Fraud and Abuse. The To the best knowledge of the Company and the Physician, the Company, the Ownersits officers and directors, the Physician Employees Professional Employees, and all the other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7Section Section 1320-7, 7a or 7b or 42 U.S.C. ss. Section 1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient for designated health services (as defined in 42 U.S.C. ss. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Physician or the Professional Employee or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. Section 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanySeller, the Owners, the Physician Employees Shareholder and all other persons and entities providing professional services for Seller's business, the Business or on behalf of relating to the CompanyAssets have not, to their actual knowledgethe knowledge of Seller and the Shareholder, have not engaged in any activities that which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (a) knowingly and willfully making or causing to be made a false f a lse 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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or , or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship relationship, and to which no exception under Section 1395nn of Title 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentUnited States Code applies.

Fraud and Abuse. The CompanyNeither the Borrower nor any Subsidiary, the Ownersnor any of their respective stockholders, the Physician Employees and all other persons and entities providing professional services for officers or directors have engaged on behalf of the Company, to their actual knowledge, have not engaged Borrower or any Subsidiary in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations or that are prohibited by rules of professional conduct, including, but not limited to, the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; payment under the Medicare or Medicaid program; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; payment under the Medicare or Medicaid program; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under the Medicare or Medicaid program on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicaid Medicaid, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or . With respect to this Section, knowledge by an individual stockholder, director or officer of the Borrower or a Subsidiary of any of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the stockholder, director or officer in his or her official capacity as a stockholder, director or officer of the Borrower or such Subsidiary. No activity of the Borrower or any Subsidiary shall be considered to be a breach of this Section, except in the case of a knowing and willful violation thereof, until the Borrower or such Subsidiary has received notification, written or oral, by a Governmental Authority of competent jurisdiction as to any such violation. The provisions of SUBSECTION (eIII) referring a patient for designated health services hereof shall not require the Borrower or any Subsidiary (as defined in 42 U.S.C. ss. 1395nnunless otherwise required by law) to disclose to the Agent, Lenders or providing designated health services any other Person any activity or omission by a third party (including associated physician groups) unless such activity or omission (x) constitutes willful fraud or abuse, (y) would reasonably be likely to have a patient upon a referral from an entity Material Adverse Effect or person with which (z) is not being corrected, cured or remedied by the physician or an immediate family member has a financial relationship Borrower and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a trueany other relevant Persons diligently, correct in good faith and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none exercise of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentsound business judgment.

Fraud and Abuse. The CompanyExcept as could not, individually or in the Ownersaggregate, constitute a Material Adverse Change or result in liability for the Physician Employees Loan Parties in excess of $15,000,000 or result in criminal liability for any Loan Party, neither any Loan Party and all other persons and entities providing professional services for its Subsidiaries nor, to the knowledge of any Chief Executive Officer, Chief Financial Officer, Treasurer or on behalf Compliance Officer of the Company, to any of their actual knowledgeofficers or directors, have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7, 7a or 7b Section 1320a-7b or 42 U.S.C. ss. Section 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local such statutes or regulations related state, local or that provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application applications for any benefit or payment; ; (b) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with the intent to fraudulently secure such benefit or payment; payment fraudulently; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable third party payors, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third party payors. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which Notwithstanding the physician or an immediate family member has a financial relationship foregoing, the Loan Parties are aware of, and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a truehave disclosed, correct and complete list the existence of the names and addresses of each Payor, including any private pay patient as a single payor, of OIG Investigation. The Loan Parties believe that the Company's services that accounted for more than 5% of the aggregate revenues of the Company programs described in the five previous fiscal yearssubpoena are in compliance with all applicable Laws, except where the failure to be in compliance would not constitute a Material Adverse Change. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship The Loan Parties are cooperating fully with the Company or to deny any claims submitted to such Payor for paymentgovernment inquiry.

Fraud and Abuse. The CompanyNeither the Borrower nor any Subsidiary, the Ownersnor any of their respective stockholders, the Physician Employees and all other persons and entities providing professional services for officers or directors have engaged on behalf of the Company, to their actual knowledge, have not engaged Borrower or any Subsidiary in any activities that are prohibited under the federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7(S) 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, including, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third party payors, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third party payors. 1395nn) With respect to this Section, knowledge by an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% Borrower or such Subsidiary. No activity of the aggregate revenues Borrower or any Subsidiary shall be considered to be a breach of the Company this Section, except in the five previous fiscal years. Except case of a knowing and willful violation thereof, until the Borrower or such Subsidiary has received notification, written or oral, by a Governmental Authority of competent jurisdiction as set forth in Section 3.32, the Company has good relations with to any such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentviolation.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Ownersnor any of their respective officers or directors has, the Physician Employees and all other persons and entities providing professional services for or on behalf of the CompanyBorrower or any of its Subsidiaries, to their actual knowledgeknowingly or willfully violated the federal Medicare and Medicaid statutes, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7(S)1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, including, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third-party payers, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third- party payers. 1395nn) With respect to this Section, knowledge of an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with Borrower or such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentSubsidiary.

Fraud and Abuse. The CompanyTo the knowledge of General Partner, the OwnersLimited Partners and Shareholders, the Physician Employees and all other persons and entities providing who provide professional services for under agreements with any of General Partner or on behalf of the Company, to Partnership or their actual knowledge, Affiliates have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. Sections 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation1320a-7(a) and 1320a-7b, or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 payment or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) presenting or causing to be presented a claim for reimbursement for services under Medicare, Medicaid, or any other (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring an individual to a person for the furnishing (or arranging for the furnishing furnishing) of any item or service for which payment may be made in whole or in part by Medicare Medicare, Medicaid, or Medicaid any other state health care program or (ii) in return for purchasing, leasing or ordering or arranging or recommending purchasingleasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid or other state health care program; (e) knowingly making a payment, directly or indirectly, to a physician as an inducement to reduce or limit services to individuals who are under the direct care of the physician and who are entitled to benefits under Medicare, Medicaid, or any other state health care programs; (f) providing to any person information that is known or should be known to be false or misleading that could reasonably be expected to influence the decision when to discharge a hospital in-patient from the hospital; (g) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omit to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for Medicare, Medicaid or any other state health care program certification, or (ii) information required to be provided under Section 1124A of the Social Security Act (42 U.S.C. Section 1320a-3); or (eh) referring knowingly and willingly (i) charging for any Medicaid service money or other consideration at a patient for designated health services rate in excess of the rate established by the state, or (as defined ii) charging, soliciting, accepting or receiving, in 42 U.S.C. ss. 1395nn) addition to amounts paid by Medicaid, any gift money, donation or providing designated health services to other consideration (other than a patient upon a referral charitable, religious or other philanthropic contribution from an entity organization or from a person with which unrelated to the physician or an immediate family member has patient) as a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list precondition of the names and addresses of each PayorGeneral Partner or Partnership precertifying, including providing or continuing care for any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentpatient.

Fraud and Abuse. The CompanyTo the knowledge of the Borrower and the Parent, none of the Parent, the OwnersBorrower or any of their respective Subsidiaries, the Physician Employees and all other persons and entities providing professional services for nor any of their respective officers or directors, acting on behalf of the CompanyParent, to the Borrower or any of their actual knowledgerespective Subsidiaries, have not engaged on behalf of the Parent, the Borrower or any of their respective Subsidiaries in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7§ 1320a-7a, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to § 1320a-7b, the excexxxxxs set forth in such legislation) Xxxxx Statute, the False Claims Act, or the regulations promulgated thereunder thereunder, or pursuant to related Laws, or under any similar state law or local statutes or regulations regulation, or that are prohibited by binding rules of professional conductconducts, including, but not limited to, the following: including (ai) 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; , (bii) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; , (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently, (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (iA) in return for referring 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 made, in whole or in part by Medicare or Medicaid part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (iiB) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made made, in whole or in part by Medicare part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply and (v) making any prohibited referral for designated health services, or Medicaid; or (e) referring presenting or causing to be presented a patient claim or xxxx to any individual, Third Party Payor or other entity for designated health services furnished pursuant to a prohibited referral. Neither the Parent, the Borrower nor any of their respective Subsidiaries shall be considered to be in breach of this Section 5.21(b) so long as (x) it shall have taken such actions (including implementation of appropriate (as defined in 42 U.S.C. ss. 1395nndetermined by the Borrower) internal controls) as may be reasonably necessary (as determined by the Borrower) to prevent such prohibited actions and (y) such prohibited actions as have occurred, individually or providing designated health services in the aggregate, are not reasonably likely result in a Material Adverse Effect. The facilities Controlled by the Borrower and its Subsidiaries are qualified for participation in the Government Programs in which they participate, and comply with the conditions of participation in all Government Programs in which they participate or have participated, except where failure to comply could not reasonably be expected to have a patient upon a referral Material Adverse Effect and except for the fact that facilities newly developed by any such Person may from time to time be awaiting an entity initial Medicare Certification and/or initial Medicare or person Medicaid provider number in accordance with which customary processing and certification timeframes of such Government Programs. There is no pending or, to the physician Borrower’s and the Parent’s knowledge, threatened proceeding or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list investigation by any of the names and addresses of each PayorGovernment Programs with respect to (i) the Borrower’s or any Subsidiary’s qualification or right to participate in any Government Program in which it participates or has participated, including (ii) the compliance or non-compliance by any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship Person with the Company terms or provisions of any Government Program in which it participates or has participated, or (iii) the right of any such Person to receive or retain amounts received or due or to deny become due from any claims submitted Government Program in which it participates or has participated, which proceeding or investigation, together with all other such proceedings and investigations, would be reasonably likely to such Payor for paymentresult in a Material Adverse Effect.

Fraud and Abuse. The CompanyExcept as could not, individually or in the Ownersaggregate, reasonably be expected to have a Material Adverse Effect or result in liability for the Physician Employees Loan Parties and all other persons and entities providing professional services for or on behalf their Subsidiaries in excess of the CompanyThreshold Amount, neither any Loan Party and its Subsidiaries nor, to the knowledge of any Responsible Officer, any of their actual knowledgeofficers or directors, have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7Section 1320a-7b, 7a or 7b or 42 U.S.C. ss. Section 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local such statutes or regulations related state, local or that provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (b) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting 140 [Published CUSIP Number: ____] the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with the intent to fraudulently secure such benefit or payment; payment fraudulently; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable third party payors, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third party payors. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which Notwithstanding the physician or an immediate family member has a financial relationship foregoing, the Loan Parties are aware of and to which no exception under 42 U.S.C. sshave disclosed the existence of OIG Investigation. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of The Loan Parties believe that the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company programs described in the five previous fiscal yearssubpoena are in compliance with all applicable Laws. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship The Loan Parties are cooperating fully with the Company or to deny any claims submitted to such Payor for paymentgovernment inquiry.

Fraud and Abuse. The Company, Except to the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf extent any of the Companyfollowing could not reasonable be expected, individually or in the aggregate, to their actual knowledgehave a Material Adverse Effect (a) neither the Borrower nor any Subsidiary nor, to the Knowledge of the Borrower, any of its stockholders, officers or directors, or any Contract Provider, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7federal Medicare and Xxxxxxxx xxxxxxxx, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) 00 X.X.X. § 0000x-0x, or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations regulations, or that which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes as a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (iA) in return for referring 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 a Federal health care program or other applicable third party payors, or (B) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable third party payors; or (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any Person to induce such Person (A) to refer 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 Medicare or Medicaid under a Federal health care program, or (iiB) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging or recommending purchasingleasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare party under a Federal health care program, (b) none of the Borrower, any of its Restricted Subsidiaries, or Medicaid; or their respective officers and directors has been or is currently excluded from participation in government health care programs pursuant to 42 U.S.C. § 1320a-7 and (ec) referring none of the Borrower, its Restricted Subsidiaries, nor any owner, officer, director, partner, agent, managing employee or Person with a patient for designated health services “direct or indirect ownership interest” (as that phrase is defined in 42 U.S.C. ss. 1395nnC.F.R. §1001.1001) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32Borrower or any Restricted Subsidiary is a party to, the Company has good relations or bound by, any order, individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship any Governmental Authority concerning compliance with the Company or to deny any claims submitted to such Payor for paymentHealth Care Laws.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the CompanySeller, to their actual knowledge, have not Physician or any professional employee of the Seller has engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own the claimant's behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (div) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid Medicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (ev) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Seller or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Ownersnor any of their respective officers or directors has, the Physician Employees and all other persons and entities providing professional services for or on behalf of the CompanyBorrower or any of its Subsidiaries, to their actual knowledgeknowingly or wilfully violated the federal Medicare and Medicaid statutes, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7(S)1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, including, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third-party payers, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third- party payers. 1395nn) With respect to this Section, knowledge of an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with Borrower or such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentSubsidiary.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have PHC has not engaged in any --------------- activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7the federal Fraud and Abuse Statutes, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations or that which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return referring an individual to a person fo the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid or (2) in return for referring purchasing, leasing, or ordering or arranging for Page 20 or recommending purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and willfully offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any person to induce such person (1) to refer 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 under Medicare or Medicaid or (ii2) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging or recommending purchasingleasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by under Medicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyTo the best of its knowledge after due inquiry, the Ownersneither Practice, the Physician Employees its officers and all other directors, or persons and entities providing professional services for or on behalf of the Company, to their actual knowledgeClinic (including the PAs and the Physicians), have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssSec. 1320a-71320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes, or related state or local statutes or regulations regulations, or that which are prohibited by rules ruler, of professional conduct, including, including but not limited to, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offeringwillful, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The Company, the Owners, the Physician Employees Shareholders and all other persons and entities providing professional services for Company's business, the Business or on behalf of relating to the Companyassets have not, to their actual knowledgethe knowledge of Company and the Shareholders, have not engaged in any activities that which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (a) knowingly and willfully making or causing to be made a false f a lse 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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or , or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship relationship, and to which no exception under Section 1395nn of Title 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentUnited States Code applies.

Fraud and Abuse. The To the best knowledge of the Company and the Optometrist, the Company, the Ownersits officers and directors, the Physician Employees Professional Employees, and all the other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7Sections 1320-7, 7a or 7b or 42 U.S.C. ss. Section 1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient for designated health services (as defined in 42 U.S.C. ss. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Optometrist or the Professional Employee or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. Section 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyNeither the Company nor, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of to the Company, to their actual 's knowledge, any of its officers, directors or employees have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Stockholder or the Professional Employee or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The None of the Company, the OwnersOwner, nor any other person or entity providing professional services on their behalf have been subject to a "final adverse action" as defined in 42 U.S.C. 1128E(g)(1). During the past six years, and without any continuing course of action, the Physician Employees Company, the Owner and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. 00 X.S.C. ss. 1395nn (subject to the excexxxxxs exceptions set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations or that are prohibited by rules of professional conduct, including, but not limited to, the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or 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 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 Medicare or Medicaid or (ii) in return for purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyTarget, the Ownersits officers and --------------- directors, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledgeTarget, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7the Fraud and Abuse Statute, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statute, or related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or and (ed) referring a patient for designated health services knowingly and willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any person to induce such person (1) to or providing designated health services refer an individual to a patient upon a referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the physician payment may be made in whole or an immediate family member has a financial relationship and in part under Medicare or Medicaid or (2) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company Medicare or to deny any claims submitted to such Payor for paymentMedicaid.

Fraud and Abuse. The Company(i) No Borrower or Manager has, the Ownersor to its knowledge has been threatened to have, the Physician Employees and all other persons and entities providing professional services for no owner, officer, manager, employee or on behalf of the CompanyPerson with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in Manager or any Borrower has, to their actual knowledge, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations or that are prohibited by rules of professional conduct, including, but not limited to, the following: : (aA) 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; payment under any Healthcare Laws; (bB) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; payment under any Healthcare Laws; (cC) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (dD) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (iI) in return for referring 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 Medicare or Medicaid any Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare CHICAGO/#2321168.11 Laws; (E) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (II) false or fraudulent; oror (F) 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 fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (I) a facility in order that the facility may qualify for Governmental Authority certification, or (II) information required to be provided under 42 U.S.C. § 1320a-3. (eii) referring No Borrower or Manager has been, or to its knowledge has been threatened to be, and no owner, officer, manager, employee or Person with a patient for designated health services “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in Manager or any Borrower: (A) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. ss. 1395nn§1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or providing designated health services has been “suspended” or “debarred” from selling products to a patient upon a referral from an entity the U.S. government or person with which its agencies pursuant to the physician Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or an immediate family member other applicable laws or regulations; (C) has a financial relationship and to which no exception under been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a trueproceeding seeking to assess such penalty; (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (E) has been made a party to any other action by any governmental authority that may prohibit it from selling products to any governmental or other purchaser pursuant to any law; or (F) was or has become subject to any federal, correct and complete list state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of the names and addresses of each Payorcharges involving and/or related to its compliance with Healthcare Laws or involving or threatening its participation in Medicare, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations Medicaid or other Third Party Payor Programs or its billing practices with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentrespect thereto.

Fraud and Abuse. The CompanyNeither the Borrower nor any Subsidiary, the Ownersnor any of their respective officers or directors, the Physician Employees and all other persons and entities providing professional services for or shall engage on behalf of the Company, to their actual knowledge, have not engaged Borrower or any Subsidiary in any activities that are prohibited under the federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7(S) 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, including, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third party payors, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third party payors. 1395nn) With respect to this Section, knowledge by an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient event described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% of Borrower or such Subsidiary. Neither the aggregate revenues of the Company Borrower nor any Subsidiary shall be considered to have breached this Section, except in the five previous fiscal years. Except case of a knowing and willful violation thereof, until the Borrower or such Subsidiary has received notification, written or oral, by a Governmental Authority of competent jurisdiction as set forth in Section 3.32, the Company has good relations with to any such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentviolation.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have PHC has not engaged in any activities that which --------------- are prohibited under the federal Fraud and Abuse Statute, 42 U.S.C. ss.ss(S) 1320 a-7b and Regulations contained in 42 CFR (S) 1001 et seq. 1320a-7(the "Fraud and Abuse Statute"), 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), 22- directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or and (ed) referring a patient for designated health services knowingly and willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any person to induce such person (1) to or providing designated health services refer an individual to a patient upon a referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the physician payment may be made in whole or an immediate family member has a financial relationship and in part under Medicare or Medicaid or (2) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company Medicare or to deny any claims submitted to such Payor for paymentMedicaid.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the CompanySeller, Optometrists or to their actual knowledgethe best of Seller's knowledge any optometrist, have not employee or contractors of the Seller has engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own the claimant's behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (div) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid Medicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (ev) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Seller or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanySeller, the Owners, the Physician Employees Shareholders and all other persons and entities providing professional services for Seller's business, the Business or on behalf of relating to the CompanyAssets have not, to their actual knowledgethe knowledge of Seller and the Shareholders, have not engaged in any activities that which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (a) knowingly and willfully making or causing to be made a false f a lse 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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or , or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship relationship, and to which no exception under Section 1395nn of Title 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentUnited States Code applies.

Fraud and Abuse. The CompanyTo the knowledge of Parent, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf none of the Company, to their actual knowledge, have not Parent Companies nor any Affiliate is engaged in any activities that are prohibited under federal Medicare and Medicaid statutes, including, without limitation, 42 U.S.C. ss.ss. 1320a-7Sections 1320a-7 - 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to 1395nn, and 1396b(s), the excexxxxxs set forth in such legislation) False Claims Act or the regulations promulgated thereunder or pursuant to such statutes, or any similar federal, state or local statutes or regulations or that which are prohibited by binding rules of professional conductconduct or any other criminal or civil statute invoked to penalize the submission of false claims, the making of false statements, the failure to disclose information for which disclosure is required, or financial relationships with physicians or others that constitute illegal remuneration or violate the "Starx xxx," including, but not limited to, the following: (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment;payment fraudulently; or (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable governmental payors, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentother governmental payors.

Fraud and Abuse. The CompanyTo the best knowledge of Seller and Physician, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf none of the CompanySeller, to their actual knowledge, have not Physician or any professional employee of the Seller has engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own the claimant's behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (div) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid Medicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (ev) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Seller or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyExcept as set forth in Schedule 3.8(a), the OwnersNew York Operations, the Physician Employees its officers, directors, employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledgeproviders, have not engaged in any activities that which are prohibited under federal health care fraud and abuse statutes, including 42 U.S.C. ss.ss. Sections 1320a-7, 7a or 7b or 42 1320a-7a and 7b, 18 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) Sections 1035 and 1347, and 31 U.S.C. Section 3729, or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that which are prohibited by rules of professional conductconduct or which otherwise could constitute fraud (“Prohibited Activity”), including, including but not limited to, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own its behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; and (div) knowingly and willfully offeringsoliciting, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicaid Federal Health Care Programs (as defined in 42 U.S.C. Section 1320a-7b(f), or (iib) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal yearsFederal Health Care Programs. Except as set forth in Section 3.32Schedule 3.8(a), the Company has good relations with AmeriPath, its Affiliates or any of their respective officers, directors, employees, shareholders and providers have not engaged in any Prohibited Activity, except for such Payors, and none of such Payors has notified the Company activities that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentwould not result in a Material Adverse Effect.

Fraud and Abuse. The CompanyExcept as would not, individually or in the Ownersaggregate, constitute a Material Adverse Effect or result in criminal liability for any Loan Party, neither any Loan Party and its Subsidiaries nor, to the Physician Employees and all other persons and entities providing professional services for knowledge of any Chief Executive Officer, Chief Financial Officer, Treasurer or on behalf Compliance Officer of the Company, to any of their actual knowledgeofficers or directors, have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7, 7a or 7b Section 1320a-7b or 42 U.S.C. ssU.S.C., or any other Applicable Laws in any applicable jurisdiction. Section 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local such statutes or regulations related state, local or that provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application applications for any benefit or payment; ; (b) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with the intent to fraudulently secure such benefit or payment; payment fraudulently; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable third party payors, including any Governmental Body, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payorother applicable third party payors, including any private pay patient as a single payorGovernmental Body. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the Company's services OIG Investigation and Consent Decree. Loan Parties believe that accounted for more than 5% of the aggregate revenues of the Company programs described in the five previous fiscal yearssubpoena are in compliance with all applicable Laws, except where the failure to be in compliance would not constitute a Material Adverse Effect. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship Loan Parties are cooperating fully with the Company or to deny any claims submitted to such Payor for paymentgovernment inquiry.

Fraud and Abuse. The CompanyPractice Group, the Ownersits officers and directors, the Physician Employees and all other --------------- persons and entities providing professional services for or on behalf of the Company, to their actual knowledgePractice Group, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7the Fraud and Abuse Statute, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes, or related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or and (ed) referring a patient for designated health services knowingly and willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any person to induce such person (1) to or providing designated health services refer an individual to a patient upon a referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the physician payment may be made in whole or an immediate family member has a financial relationship and in part under Medicare or Medicaid or (2) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company Medicare or to deny any claims submitted to such Payor for paymentMedicaid.

Fraud and Abuse. The To the best knowledge of the Company and the Physician, the Company, the Ownersits officers and directors, the Physician Employees Professional Employees, and all the other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7Sections 1320-7, 7a or 7b or 42 U.S.C. ss. Section 1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient for designated health services (as defined in 42 U.S.C. ss. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Physician or the Professional Employee or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. Section 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyTo the knowledge of Holdings and the Borrower, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not no Group Member has engaged in any material activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations or that are prohibited by rules of professional conductfederal Medicare and Medicaid statutes, including, but not limited to, 42 U.S.C. Sections 1320a-7, 1320a-7a, 1320a-7b, 1395nn and 1396b, or 31 U.S.C. Sections 3729-3733, the federal statutes regulating CHAMPUS, or the regulations promulgated thereunder pursuant to such statutes, or any similar federal, state, or local statutes or regulations promulgated pursuant to such statutes, including, but not limited to the following: (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment;payment fraudulently; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid, or Medicaid other applicable third party payors, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid, or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentother applicable third party payors.

Fraud and Abuse. The CompanyTo the best knowledge of the Partnership and the Partners, the OwnersPartnership, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, its Partners have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient customer for designated health optical services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health optical services to a patient customer upon a referral from an entity or person with which any of the physician Partners or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyTo the knowledge of the Sellers, neither the OwnersSellers nor the physicians employed or engaged by the Sellers, the Physician Employees and all or any other persons and entities providing professional services for or on behalf of the Company, to their actual knowledgeSellers, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssSec. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) 1320a-7b or the regulations promulgated thereunder or pursuant to similar such statutes, the South Carolina Patient Self-Referral laws, or any other applicable state or local statutes and regulations, or regulations or that which are prohibited by rules Rules of professional conductProfessional Conduct, including, including but not limited to, the following: (a1) knowingly and willfully making or causing to be made a false statement Purchaser’s Initials __________ Seller’s Initials __________ or representation of a material fact in any application for any benefit or payment; (b2) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c3) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with another, within intent to fraudulently secure such benefit or payment;; or (d4) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any remuneration, kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (ia) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging or for recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyExcept as expressly set forth in SCHEDULE --------------- -------- 4.9(b)(ii) hereto, the OwnersPractice Group, the Physician Employees its officers and all other ---------- directors, and persons and entities providing professional services for or on behalf of the Company, to their actual knowledgePractice Group, have not engaged in any activities that which are prohibited under the federal Fraud and Abuse Statute, 42 U.S.C. ss.ss(S) 1320 a-7b and Regulations contained in 42 CFR (S) 1001 et seq. 1320a-7(the "Fraud and Abuse Statute"), 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or and (ed) referring a patient for designated health services knowingly and willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any person to induce such person (1) to or providing designated health services refer an individual to a patient upon a referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the physician payment may be made in whole or an immediate family member has a financial relationship and in part under Medicare or Medicaid or (2) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company Medicare or to deny any claims submitted to such Payor for paymentMedicaid.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the CompanyBorrower, any Subsidiary, to their actual knowledgethe knowledge of the Borrower, have not any Managed Practice as of the Closing Date, or, to the knowledge of the Borrower as of the Closing Date, any physician shareholder or employee of any Managed Practice, has engaged in any activities that are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder thereunder, or pursuant to similar state or local statutes or regulations related Requirements of Law, or that are prohibited by rules of professional conduct, including, but not limited towithout limitation, the following: : (ai) 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; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; and (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (iy) in return for referring 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 Medicare or Medicare, Medicaid or any other government or private third party payor, or (iiz) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to any other government or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single third party payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyNeither the Acquired Companies, the OwnersSubsidiaries, the Physician Employees nor their respective officers and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, directors have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure c. failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Stockholder or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyPractice Group, the Ownersits officers and --------------- directors, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledgePractice Group, have not engaged in any activities that which are prohibited under the federal Fraud and Abuse Statute, 42 U.S.C. ss.ss(S) 1320 a-7b and Regulations contained in 42 CFR (S) 1001 et seq. 1320a-7(the "Fraud and Abuse Statute"), 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar related state or local statutes or regulations regulations, 9- or that which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or and (ed) referring a patient for designated health services knowingly and willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any person to induce such person (1) to or providing designated health services refer an individual to a patient upon a referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the physician payment may be made in whole or an immediate family member has a financial relationship and in part under Medicare or Medicaid or (2) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company Medicare or to deny any claims submitted to such Payor for paymentMedicaid.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the CompanyBorrower, to their actual knowledgeany Subsidiary (including any Excluded Subsidiary), have not any Managed Practice, or any physician shareholder or employee of any Managed Practice, has engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7§§ 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder thereunder, or pursuant to similar state or local statutes or regulations related Requirements of Law, or that are prohibited by rules of professional conduct, or which are prohibited under any statute and which constitutes a Federal health care offense, or the regulations promulgated pursuant to such statutes, including, but not limited towithout limitation, the following: : (ai) 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; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; payment fraudulently; and (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration (iy) in return for referring 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 Medicare or Medicare, Medicaid or any other government or private third party payor, or (iiz) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing or ordering any good, good facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to any other government or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single third party payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the CompanySeller, to their actual knowledgeShareholder or any employee, have not director, officer or consultant of the Seller has engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own the claimant's behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (div) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid Medicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (ev) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Seller or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyNeither any Credxx Xxxxx nor any of its Subsidiaries has engaged (nor, to the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf knowledge of the CompanyCredit Parties, to their actual knowledgehas any Affiliated Practice or any dental-shareholder, have not engaged orthodontist-shareholder or employee of any Affiliated 52 Practice engaged) in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7Section 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) Section 1395nn, or the regulations promulgated thereunder thereunder, or pursuant to related Requirements of Law, or under any similar state Law or local statutes or regulations regulation, or that are prohibited by rules of professional conduct, including, but not limited towithout limitation, the following: : (a) 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 and willfully making or causing to be made a any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; ; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid any other government or private third party payor or (ii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidany other government or private third party payor; or and (e) referring a patient making any prohibited referral for designated health services (as defined in 42 U.S.C. ss. 1395nn) services, or presenting or causing to be presented a claim or providing designated bill to any individual, third party payor or other entity for designxxxx health services furnished pursuant to a patient upon a referral from an entity or person with which prohibited referral, except to the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list extent that any activities of the names and addresses types described in clauses (a) through (e) above do not, individually or in the aggregate, (A) adversely affect Persons generating 3% or more of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate total revenues of the Company Credit Parties and their Subsidiaries and (B) result in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none exclusion of such Payors has notified the Company that it intends to discontinue its relationship with the Company Persons from federal or to deny any claims submitted to such Payor for paymentstate healthcare programs or civil or criminal penalties.

Fraud and Abuse. The CompanyNeither Buyer nor Corphealth, the Ownersor their respective partners, the Physician Employees officers and all other directors, and persons and entities providing professional services for any clinics owned by Buyer or on behalf Corphealth or any of the Company, to their actual knowledgeaffiliates, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) 1 320a-7b, or the regulations promulgated thereunder or pursuant to similar such statutes, or related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: : (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; payment (b) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own behalf or on behalf of another with intent to fraudulently secure such benefit or payment; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or and (ed) referring a patient for designated health services knowingly and willfully offering or paying any remuneration (as defined including any kickback, bribe, or rebate), directly or indirectly, 15 15 overtly or covertly, in 42 U.S.C. ss. 1395nncash or in kind to any person to induce such person (i) to or providing designated health services refer an individual to a patient upon a referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the physician payment may be made in whole or an immediate family member has a financial relationship and in part under Medicare or Medicaid, or (ii) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company Medicare or to deny any claims submitted to such Payor for paymentMedicaid.

Fraud and Abuse. The CompanyNeither the Borrower and its Subsidiaries nor, to the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf knowledge of the CompanyBorrower and its Subsidiaries, to any of their actual knowledgestockholders, officers or directors, have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7ss.1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) ss.1395nn or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations regulations, or that which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (b) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another with the intent to fraudulently secure such benefit or payment; payment fraudulently; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i) in return for referring 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 Medicare Medicare, Medicaid or Medicaid other applicable third party payors, or (ii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentother applicable third party payors.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Ownersnor any of their respective officers or directors has, the Physician Employees and all other persons and entities providing professional services for or on behalf of the CompanyBorrower or any of its Subsidiaries, to their actual knowledgeknowingly or wilfully violated the federal Medicare and Medicaid statutes, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7'1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, including, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third-party payers, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third- party payers. 1395nn) With respect to this Section, knowledge of an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with Borrower or such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentSubsidiary.

Fraud and Abuse. The CompanyNeither the Borrower nor any Subsidiary, the Ownersnor any of their respective officers or directors, the Physician Employees and all other persons and entities providing professional services for or shall engage on behalf of the Company, to their actual knowledge, have not engaged Borrower or any Subsidiary in any activities that are prohibited under the federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7(S) 1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, including, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (ia) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third party payors, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ssother applicable third party payors. 1395nn) With respect to this Section, knowledge by an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% of Borrower or such Subsidiary. Neither the aggregate revenues of the Company Borrower nor any Subsidiary shall be considered to have breached this Section, except in the five previous fiscal years. Except case of a knowing and willful violation thereof, until the Borrower or such Subsidiary has received notification, written or oral, by a Governmental Authority of competent jurisdiction as set forth in Section 3.32, the Company has good relations with to any such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentviolation.

Fraud and Abuse. The Other than as would not have a material adverse effect, the Company, the Owners, the Physician Employees Shareholders and all other persons and entities providing professional services for or on behalf the Company's business have not, to the knowledge of the CompanyCompany and the Shareholders, to their actual knowledge, have not engaged in any activities that which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or , or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship relationship, and to which no exception under Section 1395nn of Title 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentUnited States Code applies.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the Company, to Companies or any of their actual knowledge, have not respective or either of the Shareholders predecessors has engaged in any activities that are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7Section1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) False Claims Act, Virginia Practitioner Self-Referral Act or the regulations promulgated thereunder or pursuant to such statutes, or any similar federal, state or local statutes or regulations or that which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (b) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment;payment fraudulently; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (i) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third party payors, or (iiiii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid or other applicable third party payors. None of the Companies provide or have provided any item or service for which a claim for payment, in whole or in part, has been made or submitted to Medicare or Medicaid; or (e) referring a patient for designated health services (as defined , other than with respect to Medicaid claims at the store location on "G Street" in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a trueWashington, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.D.C.

Fraud and Abuse. The To the best knowledge of the Company and the Optometrist, the Company, the Ownersits officers and directors, the Physician Employees Professional Employees, and all the other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ss. 1320a-7Section Section 1320- 7, 7a or 7b or 42 U.S.C. ss. Section 1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient for designated health services (as defined in 42 U.S.C. ss. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Optometrist or the Professional Employee or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. Section 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyNone of the Practices or the ASC's (during the --------------- time period in which any have been affiliated with Seller), the Owners, the Physician Employees Seller Subs and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, Seller have not engaged in any activities that which are prohibited under (S)1320a-7b or (S)1395nn of Title 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; and (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or , or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship relationship, and to which no exception under (S)1395nn of Title 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentUnited States Code applies.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Ownersnor any of their respective officers or directors has, the Physician Employees and all other persons and entities providing professional services for or on behalf of the CompanyBorrower or any of its Subsidiaries, to their actual knowledgeknowingly or willfully violated the federal Medicare and Medicaid statutes, have not engaged in any activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7ss.1320a-7b, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to the excexxxxxs set forth in such legislation) or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that are prohibited by rules of professional conductregulations, includingin any case in any material respect, including but not limited to, to the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; payment fraudulently; (div) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (iA) in return for referring 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 Medicare or Medicare, Medicaid or other applicable third-party payers, or (iiB) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid; or other applicable third-party payers. With respect to this clause (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to g), knowledge of an individual director or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list officer of the names and addresses Borrower or a Subsidiary of each Payor, including any private pay patient of the events described in this clause (g) shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a single payor, director or officer of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with Borrower or such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentSubsidiary.

Fraud and Abuse. The Company, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf None of the CompanySeller, Optometrist nor, to their actual the best of Seller's and Optometrist's knowledge, have not any professional employee of the Seller has engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their own the claimant's behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (div) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i1) in return for referring 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 Medicare or Medicaid Medicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (ev) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Seller or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyNeither the Acquired Companies, the OwnersSubsidiaries, the Physician Employees nor their respective officers and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, directors have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssxx.xx. 1320a-71320-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) B. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failure C. failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) D. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) E. referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Stockholder or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. The CompanyTo the knowledge of any Loan Party after due inquiry, the Ownersno Loan Party, the Physician Employees no Loan Party personnel nor any Loan Party's officers and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledgedirectors, have not engaged in any activities that which are prohibited under federal Medicare and Medicaid statutes, the Medicare and Medicaid Anti-Fraud and Abuse Amendments found at 42 U.S.C. ss.ss. sections 1320a-7, 7a or 7b or 1320a-7a and 1320a-7b, Starx XX found at 42 U.S.C. ss. 1395nn (subject to section 1395nn, the excexxxxxs set forth in such legislation) Civil False Claims Act found at 31 U.S.C. section 3727, the criminal false claims statute found at 18 U.S.C. section 287, the federal CHAMPUS statute or the regulations promulgated thereunder or pursuant to similar such statutes or related state or local statutes or regulations or that which are prohibited by rules of professional conduct, conduct promulgated by the appropriate licensing authority of the state or states in which such entity does business including, but not limited to, the following: : (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 a any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) failure presenting or causing to be presented a claim for reimbursement for services under CHAMPUS, Medicare, Medicaid, or other state health care program that is for an item or service that is known or should be known to be (a) not provided as claimed, or (b) false or fraudulent; (iv) failing to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; ; (dv) knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (ia) in return for referring 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 other state health care program, or (iib) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by CHAMPUS, Medicare or MedicaidMedicaid or other state health care program; or or (evi) referring knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omit to state a patient fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (a) the conditions or operations of a facility in order that the facility may qualify for designated CHAMPUS, Medicare, Medicaid or other state health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.care program certification,

Fraud and Abuse. The Company, the Owners, the Physician Employees Seller and Shareholder and all other persons and entities providing professional services for the Medical Practice or on behalf of the CompanyBusiness have not, to their actual knowledgethe knowledge of Seller and the Shareholders, have not engaged in any activities that which are prohibited under Section 1320a-7b of Title 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42 U.S.C. ss. 1395nn (subject to of the excexxxxxs set forth in such legislation) United States Code or the regulations promulgated thereunder thereunder, or pursuant to similar related state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, but not limited to, the following: : (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 a false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (cb) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment; ; (dc) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind kind, or offering to pay or receive such remuneration (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or (d) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list any violation of the names and addresses of each PayorMedicare or Medicaid requirements, including any private pay patient as fraud and abuse provisions, except where such circumstances could not reasonably be expected to have a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for paymentMaterial Adverse Effect.

Fraud and Abuse. The CompanyTo the best knowledge of the Company and the Shareholder, the Owners, the Physician Employees and all other persons and entities providing professional services for or on behalf of the Company, to their actual knowledge, and its officers and directors have not engaged in any activities that which are prohibited under 42 U.S.C. ss.ssss.sx. 1320a-70020-7, 7a or 7b or 42 U.S.C. ss. 1395nn ss.1395nn (subject to the excexxxxxs exceptions set forth in such legislation) ), or the regulations promulgated thereunder or pursuant to similar state or local statutes or regulations regulations, or that which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) 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) b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) c. failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on their its own behalf or on behalf of another another, with intent to fraudulently secure such benefit or payment; (d) d. knowingly and willfully offering, paying or paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring 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 Medicare or Medicaid Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; orand (e) e. referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nnss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician Shareholder or an immediate family member has a financial relationship relationship, and to which no exception under 42 U.S.C. ss. 1395nn ss.1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the names and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.