Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare or Medicaid programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid. With respect to this Section, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective stockholders, officers or directors, shall engage directors have engaged on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under the Medicare or Medicaid programsprogram; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under the Medicare or Medicaid programsprogram; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under the Medicare or Medicaid programs program on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid. With respect to this Section, knowledge by an individual stockholder, director or officer of the Borrower or a Subsidiary of any of the event 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. Neither No activity of the Borrower nor or any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the Borrower nor any SubsidiaryConsolidated Entity, nor to the knowledge of the Borrower or any of their respective its Consolidated Entities, any of its stockholders, officers or directors, shall engage directors have engaged on behalf of the Borrower or any Subsidiary Consolidated Entity in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under the Medicare or Medicaid programsprogram; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under the Medicare or Medicaid programsprogram; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging - 58 - 64 for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or MedicaidMedicaid to the extent that any such actions described above would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, "knowingly" and the like shall mean knowledge of the senior officers of the Borrower or a Consolidated Entity. With respect to this Section, knowledge by an individual director or any senior officer of the Borrower or a Subsidiary Consolidated Entity of any of the event events described in this Section shall not be imputed to the Borrower or such Subsidiary Consolidated Entity unless such knowledge was obtained or learned by the director or a senior officer in his or her official capacity as a director or senior officer of the Borrower or such SubsidiaryConsolidated Entity. Neither No activity of the Borrower nor or any Subsidiary Consolidated Entity shall be considered to have breached be a breach of this Section, except in the case of a knowing and willful violation thereof, until the Borrower or such Subsidiary Consolidated Entity has received notification, written or oral, by a Governmental Authority of competent jurisdiction as to any such violation. The provisions ; provided that receipt of SUBSECTION (III) hereof such notice, in and of itself, shall not require the Borrower or any Subsidiary (unless otherwise required by law) be deemed to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentbreach this representation.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its stockholders, officers or directors, shall engage acting on behalf of the Borrower or any Subsidiary, have engaged on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully making or causing to be made a payment, directly or indirectly, to a physician as an inducement to reduce or limit services provided with respect to individuals who are entitled to any benefit or payment under Medicare, Medicaid or MediCal programs and are under the direct care of the physician; (v) knowingly and willfully 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 paying such remuneration (a) 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, Medicaid or MediCal, 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 Medicare, Medicaid or MediCal; (vi) 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 (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 Medicare, Medicaid or MedicaidMediCal, or (by) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal. With respect to this Section, knowledge by an individual director or officer any employees, representatives and agents of the Borrower or a Subsidiary of any of the event 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 a Senior Officer in his or her official capacity as a director or officer Senior Officer of the Borrower or such Subsidiary. Neither No activity of the Borrower nor or any Subsidiary shall be considered to have breached be a breach of this Section, except in the case of a knowing and willful an intentional 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 (III) hereof shall not require In addition, neither the Borrower or nor any Subsidiary shall be considered to have breached this section so long as (unless otherwise required by lawa) to disclose to the Agent, Lenders or any other Person any activity or omission by a third party they shall have taken such actions (including associated physician groupsimplementation of appropriate internal controls) unless as may be reasonably necessary to avoid such activity breaches and (b) such breaches, individually or omission (x) constitutes willful fraud or abusein the aggregate, (y) would could not reasonably be likely expected to have a Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentEffect.

Fraud and Abuse. Neither Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary its Subsidiaries has engaged in any activities that (a) are prohibited under 42 U.S.C. §§ 1320a-7b, or the regulations promulgated thereunder, or related Requirements of Law, or (b) are prohibited by rules of professional conduct, or (c) are prohibited under any statute or the regulations promulgated pursuant to such statutes, including, without limitation, the following: (i) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programspayment; (ii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programspayment; (iii) failing failure to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, another with intent to secure such benefit or payment fraudulently; and (iv) knowingly and willfully 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 (ax) 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 Medicaidany Governmental Payor, or (by) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or order of ordering any good, good facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaidany Governmental Payor. With respect to this SectionBetween January 1, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither 2007, and December 31, 2012, neither the Borrower nor any Subsidiary shall be considered to have breached this Section, except in the case of its Subsidiaries received a knowing and willful violation thereof, until the Borrower or such Subsidiary has received notification, written or oral, subpoena issued by a any Governmental Authority with respect to a possible violation of competent jurisdiction as to any such violation. The provisions of SUBSECTION (III) hereof shall not require Healthcare Laws by the Borrower or any Subsidiary of its Subsidiaries (unless otherwise required but excluding Routine Payor Audits) for any matter that has not been fully and finally resolved. Between January 1, 2016, and the Closing Date, neither the Borrower nor any of its Subsidiaries has received a subpoena issued by law) any Governmental Authority with respect to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied possible violation of Healthcare Laws by the Borrower and or any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentits Subsidiaries (but excluding Routine Payor Audits).

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its partners, members, stockholders, officers or directorsdirectors (other than limited partners in Permitted Joint Ventures acting without the knowledge of the Borrower or any Subsidiary whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or any Subsidiary, shall engage on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully making or causing to be made a payment, directly or indirectly, to a physician as an inducement to reduce or limit services provided with respect to individuals who are entitled to any benefit or payment under Medicare, Medicaid or MediCal programs and are under the direct care of the physician; (v) knowingly and willfully 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 paying such remuneration (a) 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 MedicaidMediCal, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal; or (vi) 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 (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, Medicaid or MediCal, or (y) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid or MediCal. With respect to this Section, knowledge by an individual director or officer any employees, representatives and agents of the Borrower or a Subsidiary of any of the event 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 a Senior Officer in his or her official capacity as a director or officer Senior Officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached this Section, except in the case of a knowing and willful an intentional 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the AgentIn addition, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.neither

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare or Medicaid programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid; provided, that the occurrence of any of the foregoing shall not constitute a breach of this Section if such occurrence would not, individually or in the aggregate, have a Material Adverse Effect. With respect to this Section, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the event 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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; provided, that the receipt by the Borrower or any Subsidiary of notification of a violation shall not in and of itself constitute a breach of this Section. The provisions of SUBSECTION (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Administrative Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the (i) Borrower nor any Subsidiaryhas not, nor any of their respective officers and to its knowledge has not been alleged to have, and no Person with an “ownership interest” or directors“indirect ownership interest” (as each such phrase is defined at 42 C.F.R. 420.20), shall engage on behalf officer, manager, employee or agent of Borrower or any Subsidiary has, engaged in any of the following: (iA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programsany Government Reimbursement Program; (iiB) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programsany Government Reimbursement Program; (iiiC) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs any Government Reimbursement Program on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (ivD) knowingly and willfully 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 (a1) 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 Medicaidany Government Reimbursement Program, or (b2) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, service or item for which payment may be made in whole or in part by Medicare any Government Reimbursement Program; (E) presenting or Medicaid. With causing 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 (1) not provided as claimed, or (2) false or fraudulent; or (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 this Section(1) a facility in order that the facility may qualify for certification under any Government Reimbursement Program, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z2) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentinformation required to be provided under 42 U.S.C. § 1320a-3.

Fraud and Abuse. Neither the (i) No Borrower nor has and no owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any SubsidiaryBorrower has, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary engaged in any of the following: (iA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programsany federal healthcare program; (iiB) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programsany federal healthcare program; (iiiC) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs any federal healthcare program on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (ivD) knowingly and willfully 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 (aI) 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 Medicaidany federal healthcare program, or (bII) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare any federal healthcare program; (E) presenting or Medicaid. With causing 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; or (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 this Section, knowledge by an individual director or officer of (I) a facility in order that the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 facility may qualify for Governmental Authority of competent jurisdiction as to any such violation. The provisions of SUBSECTION (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agentcertification, Lenders or 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 Material Adverse Effect or (zII) information required to be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which Borrower is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, a party are in good faith and in the exercise of sound business judgmentmaterial compliance with all Healthcare Laws.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary in any of activities that are prohibited under the federal Medicare and Medicaid statutes, 42 U.S.C. (S) 1320a-7b, or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare or Medicaid programspayment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programspayment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 Medicaidother applicable third party payors, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors. With respect to this Section, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its stockholders, officers or directors, acting on behalf of the Borrower or any Subsidiary, shall engage on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully making or causing to be made a payment, directly or indirectly, to a physician as an inducement to reduce or limit services provided with respect to individuals who are entitled to any benefit or payment under Medicare, Medicaid or MediCal programs and are under the direct care of the physician; (v) knowingly and willfully 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 paying such remuneration (a) 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 MedicaidMediCal, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal; or (vi) 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 (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, Medicaid or MediCal, or (y) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid or MediCal. With respect to this Section, knowledge by an individual director or officer any employees, representatives and agents of the Borrower or a Subsidiary of any of the event 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 a Senior Officer in his or her official capacity as a director or officer Senior Officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached this Section, except in the case of a knowing and willful an intentional 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 (III) hereof shall not require In addition, neither the Borrower or nor any Subsidiary shall be considered to have breached this Section so long as (unless otherwise required by lawa) to disclose to the Agent, Lenders or any other Person any activity or omission by a third party they shall have taken such actions (including associated physician groupsimplementation of appropriate internal controls) unless as may be reasonably necessary to avoid such activity breaches and (b) such breaches, individually or omission (x) constitutes willful fraud or abusein the aggregate, (y) would could not reasonably be likely expected to have a Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentEffect.

Fraud and Abuse. Neither the (i) Borrower nor any Subsidiaryhas not, nor any and to its knowledge has not been alleged to have, and no Person with an “ownership interest” or “indirect ownership interest” (as each such phrase is defined at 42 C.F.R. 420.201), officer, manager, employee or agent of their respective officers or directorsXxxxxxxx has, shall engage on behalf of Borrower or any Subsidiary engaged in any of the following: (iA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programsany Government Reimbursement Program; (iiB) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programsany Government Reimbursement Program; (iiiC) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs any Government Reimbursement Program on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (ivD) knowingly and willfully 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 (a1) 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 Medicaidany Government Reimbursement Program, or (b2) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, service or item for which payment may be made in whole or in part by Medicare any Government Reimbursement Program; (E) presenting or Medicaid. With causing 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 (1) not provided as claimed, or (2) false or fraudulent; or (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 this Section(1) a facility in order that the facility may qualify for certification under any Government Reimbursement Program, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z2) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentinformation required to be provided under 42 U.S.C. § 1320a-3.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare or Medicaid programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid. With respect to this Section, knowledge by an individual director or a senior officer of the Borrower or a Subsidiary of any of the 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 such senior officer in his or her official capacity as a director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither Except where a failure to comply with the following provisions of this SECTION 4.23 would not, individually or in the aggregate, have a Material Adverse Effect, neither the Borrower nor any Subsidiary, nor any of their respective stockholders, officers or directors, shall engage directors have engaged on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under the Medicare or Medicaid programsprogram; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under the Medicare or Medicaid programsprogram; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under the Medicare or Medicaid programs program on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid. With respect to this Section, knowledge by an individual stockholder, director or officer of the Borrower or a Subsidiary of any of the event 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. Neither No activity of the Borrower nor or any Subsidiary shall be considered to have breached 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; provided, that the receipt by the Borrower or any Subsidiary of notification of a violation shall not in and of itself constitute a breach of this Section. The provisions of SUBSECTION (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Administrative Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its partners, members, stockholders (other than the stockholders of the Borrower), officers or directorsdirectors (excluding limited partners or minority members in Permitted Joint Ventures, shall engage acting without the knowledge of the Borrower or any Subsidiary, whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or any Subsidiary, have engaged on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully making or causing to be made a payment, directly or indirectly, to a physician as an inducement to reduce or limit services provided with respect to individuals who are entitled to any benefit or payment under Medicare, Medicaid or MediCal programs and are under the direct care of the physician; (v) knowingly and willfully 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 paying such remuneration (a) 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, Medicaid or MediCal, 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 Medicare, Medicaid or MediCal; (vi) 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 (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 Medicare, Medicaid or MedicaidMediCal, or (by) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal. With respect to this Section, knowledge by an individual director or officer any employees, representatives and agents of the Borrower or a Subsidiary of any of the event 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 a Senior Officer in his or her official capacity as a director or officer Senior Officer of the Borrower or such Subsidiary. Neither No activity of the Borrower nor or any Subsidiary shall be considered to have breached be a breach of this Section, except in the case of a knowing and willful an intentional 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 (III) hereof shall not require In addition, neither the Borrower or nor any Subsidiary shall be considered to have breached this section so long as (unless otherwise required by lawa) to disclose to the Agent, Lenders or any other Person any activity or omission by a third party they shall have taken such actions (including associated physician groupsimplementation of appropriate internal controls) unless as may be reasonably necessary to avoid such activity breaches and (b) such breaches, individually or omission (x) constitutes willful fraud or abusein the aggregate, (y) would could not reasonably be likely expected to have a Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentEffect.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, Credxx Xxxxx nor any of their respective officers or directorsits Subsidiaries has engaged (nor, shall engage on behalf to the knowledge of Borrower the Credit Parties, has any Affiliated Practice or any Subsidiary dental-shareholder, orthodontist-shareholder or employee of any Affiliated 52 Practice engaged) in any activities that are prohibited under 42 U.S.C. Section 1320a-7b, 42 U.S.C. Section 1395nn, or the regulations promulgated thereunder, or related Requirements of Law, or under any similar state Law or regulation, or that are prohibited by rules of professional conduct, including, without limitation, the following: (ia) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programspayment; (iib) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programspayment; (iiic) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (ivd) knowingly and willfully 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 (ai) 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 (bii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or order of ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid. With respect to this SectionMedicare, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders Medicaid or any other Person any activity government or omission by a private third party payor; and (including associated physician groupse) unless such activity making any prohibited referral for designated health services, or omission presenting or causing to be presented a claim or bill to any individual, third party payor or other entity for designxxxx health services furnished pursuant to a prohibited referral, except to the extent that any activities of the types described in clauses (xa) constitutes willful fraud through (e) above do not, individually or abusein the aggregate, (yA) would reasonably be likely to have a Material Adverse Effect adversely affect Persons generating 3% or more of total revenues of the Credit Parties and their Subsidiaries and (zB) is not being corrected, cured result in exclusion of such Persons from federal or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentstate healthcare programs or civil or criminal penalties.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its partners, members, stockholders (other than stockholders of the Borrower), officers or directorsdirectors (other than limited partners in Permitted Joint Ventures acting without the knowledge of the Borrower or any Subsidiary whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or any Subsidiary, shall engage on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully making or causing to be made a payment, directly or indirectly, to a physician as an inducement to reduce or limit services provided with respect to individuals who are entitled to any benefit or payment under Medicare, Medicaid or MediCal programs and are under the direct care of the physician; (v) knowingly and willfully 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 paying such remuneration (a) 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 MedicaidMediCal, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal; or (vi) 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 (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, Medicaid or MediCal, or (y) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid or MediCal. With respect to this Section, knowledge by an individual director or officer any employees, representatives and agents of the Borrower or a Subsidiary of any of the event 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 a Senior Officer in his or her official capacity as a director or officer Senior Officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached this Section, except in the case of a knowing and willful an intentional 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 (III) hereof shall not require In addition, neither the Borrower or nor any Subsidiary shall be considered to have breached this Section so long as (unless otherwise required by lawa) to disclose to the Agent, Lenders or any other Person any activity or omission by a third party they shall have taken such actions (including associated physician groupsimplementation of appropriate internal controls) unless as may be reasonably necessary to avoid such activity breaches and (b) such breaches, individually or omission (x) constitutes willful fraud or abusein the aggregate, (y) would could not reasonably be likely expected to have a Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentEffect.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective officers or directors, shall engage on behalf of Borrower or any Subsidiary in any of activities that are prohibited under the federal Medicare and Medicaid statutes, 42 U.S.C. (S) 1320a-7b, or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare or Medicaid programspayment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programspayment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 Medicaidother applicable third party payors, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors. With respect to this Section, knowledge by an individual director or officer of the Borrower or a Subsidiary of any of the event 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its partners, members, stockholders, officers or directorsdirectors (excluding limited partners in Permitted Joint Ventures, shall engage acting without the knowledge of the Borrower or any Subsidiary, whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or any Subsidiary, have engaged on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare Medicare, Medicaid or Medicaid MediCal programs on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully making or causing to be made a payment, directly or indirectly, to a physician as an inducement to reduce or limit services provided with respect to individuals who are entitled to any benefit or payment under Medicare, Medicaid or MediCal programs and are under the direct care of the physician; (v) knowingly and willfully 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 paying such remuneration (a) 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, Medicaid or MediCal, 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 Medicare, Medicaid or MediCal; (vi) 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 (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 Medicare, Medicaid or MedicaidMediCal, or (by) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or order of any good, facility, service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal. With respect to this Section, knowledge by an individual director or officer any employees, representatives and agents of the Borrower or a Subsidiary of any of the event 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.or

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of their respective its stockholders, officers or directors, shall engage directors have engaged on behalf of Borrower or any Subsidiary in any of the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment under the Medicare or Medicaid programsprogram; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under the Medicare or Medicaid programsprogram; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under the Medicare or Medicaid programs program on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully 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 (a) 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 (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid. With respect to this Section, knowledge by an individual director or a senior officer of the Borrower or a Subsidiary of any of the event 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 a senior officer in his or her official capacity as a director or senior officer of the Borrower or such Subsidiary. Neither No activity of the Borrower nor or any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgment.

Fraud and Abuse. Neither the (i) No Borrower nor has, or to its knowledge has been threatened to have, and no owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Subsidiary, nor Borrower of any of their respective officers or directorsSubsidiaries has, shall engage on behalf of Borrower or any Subsidiary engaged in any of the following: (iA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programsany Healthcare Laws; (iiB) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programsany Healthcare Laws; (iiiC) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs any Healthcare Laws on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (ivD) knowingly and willfully 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 (aI) 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 Medicaidany Healthcare Laws, or (bII) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (E) presenting or Medicaid. With causing 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; or (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 this Section, knowledge by an individual director (I) the Hospital or officer of the Borrower or a Subsidiary of any of the event described other Hospital Facilities in this Section shall not be imputed to order that the Borrower Hospital or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity other Hospital Facility, as a director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached this Section, except in the case of a knowing and willful violation thereofmay be, until the Borrower or such Subsidiary has received notification, written or oral, by a may qualify for Governmental Authority of competent jurisdiction as to any such violation. The provisions of SUBSECTION (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agentcertification, Lenders or 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 Material Adverse Effect or (zII) information required to be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which Borrower is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, a party are in good faith and in the exercise of sound business judgmentcompliance with all Healthcare Laws.

Fraud and Abuse. Neither the (i) Borrower nor any Subsidiaryhas not, nor any of their respective officers or directorsto its knowledge has not been alleged to have, shall engage on behalf of and no owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in Borrower or any Subsidiary has, engaged in any of the following: (i1) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment under Medicare or Medicaid programsany Healthcare Laws; (ii2) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under Medicare or Medicaid programsany Healthcare Laws; (iii3) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under Medicare or Medicaid programs any Healthcare Laws on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv4) knowingly and willfully 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 (aI) 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 Medicaidany Healthcare Laws, or (bII) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or order ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (5) presenting or Medicaid. With causing 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; or (6) 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 this Section, knowledge by an individual director or officer of the information required to be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which Borrower or is a Subsidiary of any of the event described party are 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 director or officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to have breached 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 (III) hereof shall not require the Borrower or any Subsidiary (unless otherwise required by law) to disclose to the Agent, Lenders or 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 Material Adverse Effect or (z) is not being corrected, cured or remedied by the Borrower and any other relevant Persons diligently, in good faith and in the exercise of sound business judgmentcompliance with all Healthcare Laws.