Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. (i) No Borrower has, or to its knowledge has any 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 Borrower has, engaged in any of the following in connection with the Borrower or any Products or related services: (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 by Medicare or Medicaid; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaid; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 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 or Medicaid; or (E) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimed, or (II) false or fraudulent. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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.

Fraud and Abuse. (i) No Borrower has, or to its knowledge has any 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 Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any federal healthcare program; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any federal healthcare program; (C) 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 any Healthcare Laws federal healthcare program on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany federal healthcare program, or (II) 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 or Medicaidany federal healthcare program; or (E) presenting or 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 (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. To Borrower’s knowledge, all Material Agreements All contractual arrangements to which any Borrower is a party are in material compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, No Borrower has been and no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty, which is reasonably likely to result in a Material Adverse Effect; (B) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, which is reasonably likely to result in a Material Adverse Effect, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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., which is reasonably likely to result in a Material Adverse Effect; (E) has been made a party to any other action by any governmental authority that would prohibit it from selling products to any governmental or other purchaser pursuant to any law; or (F) was or has become subject to any material federal, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges alleging non-compliance with Healthcare Laws or materially threatening its participation in Medicare, Medicaid or other Third Party Payor Programs or its billing practices with respect thereto.

Fraud and Abuse. (i) No Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Borrower has, or to nor any of its knowledge Subsidiaries has any 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 Borrower has, engaged in any of activities that (a) are prohibited under 42 U.S.C. §§ 1320a-7b, or the following in connection with the Borrower or any Products regulations promulgated thereunder, or related servicesRequirements 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: (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 by Medicare or Medicaidpayment; (Bii) 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 by Medicare or Medicaidpayment; (Ciii) 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 any Healthcare Laws on its own behalf or on behalf of another, another with criminal intent to secure such benefit or payment fraudulently; and (Div) 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare or Medicaidany Governmental Payor, or (IIy) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, good facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (E) presenting or causing any Governmental Payor. Between January 1, 2007, and December 31, 2012, neither the Borrower nor any of its Subsidiaries received a subpoena issued by any Governmental Authority with respect to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimed, or (II) false or fraudulent. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable possible violation of Healthcare Laws. (ii) During Laws by the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products of its Subsidiaries (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 any Governmental Authority with respect to a possible violation of Healthcare Laws by the Borrower or any related services: of its Subsidiaries (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4but excluding Routine Payor Audits), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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.

Fraud and Abuse. (i) No Borrower has, or to its knowledge has any 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 Borrower of any of their respective Subsidiaries has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Healthcare Laws; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Healthcare Laws; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E) presenting or 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 (I) the Hospital or any of the other Hospital Facilities in order that the Hospital or such other Hospital Facility, as the case may be, may qualify for Governmental Authority certification, or (II) information required to be provided under 42 U.S.C. § 1320a-3. To Borrower’s knowledge, all Material Agreements All contractual arrangements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no BorrowerNo Borrower has been, or to its knowledge any has been threatened to be, and no owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related servicesof their respective Subsidiaries: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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.U.S.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of its partners, members, stockholders, officers or directors (i) No other than limited partners in Permitted Joint Ventures acting without the knowledge of the Borrower hasor any Subsidiary whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or to its knowledge has any ownerSubsidiary, officer, manager, employee shall engage on behalf of Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Ciii) 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 any Healthcare Laws Medicare, Medicaid or MediCal programs on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or MedicaidMediCal, 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, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal; or (Evi) presenting knowingly and willfully offering or causing paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to be presented any person to induce such person (x) to refer an individual to a claim person for reimbursement the furnishing or arranging for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimedmade in whole or in part by Medicare, Medicaid or MediCal, or (IIy) false or fraudulent. To Borrower’s knowledgeto purchase, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreementlease, no Borrowerorder, 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 its this Section, knowledge by any owneremployees, officer, manager, employee representatives and agents of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with the Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) Subsidiary of any of those offenses the events described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant this Section shall not be imputed to the False Claims Act under 31 U.S.C. §§3729-3731 Borrower or qui tam action brought pursuant such Subsidiary unless such knowledge was obtained or learned by a Senior Officer in his or her official capacity as a Senior Officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to 31 U.S.C. §3729 et seq.have breached this Section, except in the case of 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. In addition, neither

Fraud and Abuse. (i) No Borrower hasTarget, or to its knowledge has any ownerofficers and --------------- directors, officerand persons and entities providing professional services for Target, 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 Borrower has, have not engaged in any of activities which are prohibited under the following in connection with Fraud and Abuse Statute, or the Borrower or any Products regulations promulgated thereunder pursuant to such statute, or related servicesstate or local statutes or regulations, or which 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 by Medicare or Medicaidpayment; (Bb) 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 by Medicare or Medicaidpayment; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Dc) knowingly and willfully soliciting or receiving any illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (I1) 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 (II2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of 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 under Medicare or Medicaid or (E2) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimedpurchase, lease, order, or (II) false arrange for or fraudulent. To Borrower’s knowledgerecommend purchasing, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrowerleasing, or to its knowledge ordering any ownergood, officerfacility, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penaltyservice, or has been “suspended” item for which payment may be made in whole or “debarred” from selling products to the U.S. government in part under Medicare or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqMedicaid.

Fraud and Abuse. (i) No Borrower hasThe Company, or its officers and directors and, to its knowledge has any ownerthe best of Seller's knowledge, officerall persons who provide professional services under agreements with the Company, 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 Borrower has, have not engaged in any of activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7, 1320a-7a anx 0000a-7b, or the following in connection with the Borrower or any Products regulations promulgated pursuant to such statutes or related servicesstate or local statutes or regulations or which 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 for any benefit or payment by Medicare or Medicaidpayment; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidpayment; (Ciii) presenting or causing to be presented a claim for reimbursement for services under Medicare, Medicaid or other federal or 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 claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to fraudulently secure such benefit or payment fraudulentlypayment; or (Dv) knowingly and willfully offering, paying, soliciting or receiving any illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 federal or state health care program, 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; other federal or (E) presenting or causing state health care program. Neither the Company nor, to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimed, or (II) false or fraudulent. To Borrower’s the best of Seller's knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects persons who provide professional services under agreements with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this AgreementCompany, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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 have been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made Medicare program or any other action taken pursuant to the False Claims Act state health care program under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seq.42 U.S.C.

Fraud and Abuse. (i) No Neither the Borrower hasnor any Subsidiary, nor any of its stockholders, officers or to its knowledge has directors, acting on behalf of the Borrower or any ownerSubsidiary, officer, manager, employee have engaged on behalf of Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Ciii) 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 any Healthcare Laws Medicare, Medicaid or MediCal programs on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or MedicaidMediCal, 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 MedicaidMediCal; (vi) knowingly and willfully offering or paying any remuneration (Eincluding any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any person to induce such person (x) presenting to refer an individual to a person for the furnishing or causing to be presented a claim arranging for reimbursement for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimedmade in whole or in part by Medicare, Medicaid or MediCal, or (IIy) false or fraudulent. To Borrower’s knowledgeto purchase, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreementlease, no Borrowerorder, 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 its this Section, knowledge by any owneremployees, officer, manager, employee representatives and agents of the Borrower or Person with a “direct Subsidiary of any of the events described in this Section shall not be imputed to the Borrower or indirect ownership interest” (such Subsidiary unless such knowledge was obtained or learned by a Senior Officer in his or her official capacity as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with a Senior Officer of the Borrower or such Subsidiary. No activity of the Borrower or any Products Subsidiary shall be considered to be a breach of this Section, except in the case of 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 related services: such violation. In addition, neither the Borrower nor any Subsidiary shall be considered to have breached this section so long as (Aa) has had they shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to avoid such breaches and (b) such breaches, individually or in the aggregate, could not reasonably be expected to have a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqMaterial Adverse Effect.

Fraud and Abuse. (i) No Borrower or Manager has, or to its knowledge has any 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 Manager or any Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Healthcare Laws; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Healthcare Laws; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare CHICAGO/#2321168.11 Laws; or (E) presenting or 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. To Borrower’s knowledge; 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 (I) a facility in order that the facility may qualify for Governmental Authority certification, all Material Agreements or (II) information required to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsbe provided under 42 U.S.C. § 1320a-3. (ii) During the three-year period immediately preceding the date of this Agreement, no BorrowerNo Borrower or Manager has been, or to its knowledge any has been threatened to be, and no owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in Manager or any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving and/or related to its compliance with Healthcare Laws or involving or threatening its participation in Medicare, Medicaid or other Third Party Payor Programs or its billing practices with respect thereto.

Fraud and Abuse. (i) No Neither the Borrower hasnor any Subsidiary, or to its knowledge has any 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 Borrower has, engaged in nor any of the following in connection with the their respective officers or directors, shall engage on behalf of Borrower or any Products Subsidiary in any 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 servicesstate or local statutes or 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 applications for any benefit or payment by Medicare or Medicaidpayment; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidpayment; (Ciii) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or Medicaidother 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, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (E) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimedMedicare, or (II) false or fraudulent. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), Medicaid or other applicable laws third party payors. With respect to this Section, knowledge by an individual director or regulations; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) officer of the Borrower or a Subsidiary of any of those offenses event described in 42 U.S.C. §1320a-7b this Section shall not be imputed to the Borrower or 18 U.S.C. §§669such 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, 1035, 1347, 1518 or is except in the subject case of a proceeding seeking 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 assess any such penalty; or (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 seqviolation.

Fraud and Abuse. (i) No Neither the Borrower hasnor any Subsidiary, nor any of its stockholders, officers or to its knowledge has directors, acting on behalf of the Borrower or any ownerSubsidiary, officer, manager, employee shall engage on behalf of Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Ciii) 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 any Healthcare Laws Medicare, Medicaid or MediCal programs on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or MedicaidMediCal, 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, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal; or (Evi) presenting knowingly and willfully offering or causing paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to be presented any person to induce such person (x) to refer an individual to a claim person for reimbursement the furnishing or arranging for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimedmade in whole or in part by Medicare, Medicaid or MediCal, or (IIy) false or fraudulent. To Borrower’s knowledgeto purchase, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreementlease, no Borrowerorder, 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 its this Section, knowledge by any owneremployees, officer, manager, employee representatives and agents of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with the Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) Subsidiary of any of those offenses the events described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant this Section shall not be imputed to the False Claims Act under 31 U.S.C. §§3729-3731 Borrower or qui tam action brought pursuant such Subsidiary unless such knowledge was obtained or learned by a Senior Officer in his or her official capacity as a Senior Officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to 31 U.S.C. §3729 et seqhave breached this Section, except in the case of 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. In addition, neither the Borrower nor any Subsidiary shall be considered to have breached this Section so long as (a) they shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to avoid such breaches and (b) such breaches, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Fraud and Abuse. (i) No Neither the Borrower hasnor any Subsidiary, or to its knowledge has any 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 Borrower has, engaged in nor any of the following in connection with the their respective officers or directors, shall engage on behalf of Borrower or any Products Subsidiary in any 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 servicesstate or local statutes or 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 applications for any benefit or payment by Medicare or Medicaidpayment; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidpayment; (Ciii) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or Medicaidother 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, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (E) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimedMedicare, or (II) false or fraudulent. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), Medicaid or other applicable laws third party payors. With respect to this Section, knowledge by an individual director or regulations; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) officer of the Borrower or a Subsidiary of any of those offenses events described in 42 U.S.C. §1320a-7b this Section shall not be imputed to the Borrower or 18 U.S.C. §§669such 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, 1035, 1347, 1518 or is except in the subject case of a proceeding seeking 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 assess any such penalty; or (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 seqviolation.

Fraud and Abuse. (i) No Borrower Borrower, as to the Projects only, the ASP has, or to its knowledge has any 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 ASP or Borrower has, or to its knowledge, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Healthcare Laws; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Healthcare Laws; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E) presenting or 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. To Borrower’s knowledge; 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 (I) a facility in order that the facility may qualify for Governmental Authority certification, all Material Agreements or (II) information required to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsbe provided under 42 U.S.C. § 1320a-3. (ii) During No Borrower or, as to the three-year period immediately preceding the date of this AgreementProjects only, no BorrowerASP has been, or to its knowledge any has been threatened to be, and, to its knowledge, no owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any ASP or Borrower, in connection with Borrower or any Products or any related servicesto its knowledge: (A) has had been assessed with a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving a supposed failure to comply with Healthcare Laws or threatening its participation in Medicare, Medicaid or other Third Party Payor Programs or its billing practices with respect thereto. 61 SAN_FRANCISCO/#11685.11

Fraud and Abuse. (i) No Borrower hasSeller, or to its knowledge has any ownerpartners, officerofficers and directors, managerand persons and entities providing professional services for the Clinics, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, have not engaged in any of activities which are prohibited under U.S.C. ss. 1320a-7b, or the following in connection with the Borrower or any Products regulations promulgated thereunder pursuant to such statutes, or related servicesstate or local statutes or regulations, or which 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 by Medicare or Medicaid; payment: (Bb) 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 by Medicare or Medicaidpayment; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Dc) knowingly and willfully soliciting 12 12 or receiving any illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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, or (IIii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of 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 (Eincluding any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any person to induce such person (i) presenting to refer an individual to a person for the furnishing or causing to be presented a claim arranging for reimbursement for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimed, made in whole or (II) false in part under Medicare or fraudulent. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. Medicaid or (ii) During the three-year period immediately preceding the date of this Agreementto purchase, no Borrowerlease, order, or to its knowledge any ownerarrange for or recommend purchasing, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penaltyleasing, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulationordering any good, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4)facility, service, or other applicable laws item for which payment may be made in whole or regulations; (C) has 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. §1320a-7b part under Medicare or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqMedicaid.

Fraud and Abuse. (i) No 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 hasnor any Subsidiary, nor any of their respective stockholders, officers or to its knowledge has directors have engaged on behalf of Borrower or any 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 Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by under the Medicare or MedicaidMedicaid program; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by under the Medicare or MedicaidMedicaid program; (Ciii) 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 any Healthcare Laws the Medicare or Medicaid program on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 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, 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 (E) presenting officer of the Borrower or causing a Subsidiary of any of the events described in this Section shall not be imputed to be presented 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 claim for reimbursement for services that is for an item stockholder, director or services that was known to be (I) not provided as claimed, officer of the Borrower or (II) false or fraudulentsuch Subsidiary. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During No activity of the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products 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; provided, that the receipt by the Borrower or any related services: (A) has had a civil monetary penalty assessed against it or him or her pursuant to 42 U.S.C. §1320a-7a or is the subject Subsidiary of notification of a proceeding seeking 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 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products disclose to the U.S. government or its agencies pursuant to the Federal Acquisition RegulationAdministrative Agent, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made Lenders or any other action taken pursuant 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 False Claims Act under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seqBorrower 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 its partners, members, stockholders, officers or directors (i) No excluding limited partners in Permitted Joint Ventures, acting without the knowledge of the Borrower hasor any Subsidiary, whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or to its knowledge has any ownerSubsidiary, officer, manager, employee have engaged on behalf of Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Ciii) 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 any Healthcare Laws Medicare, Medicaid or MediCal programs on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or MedicaidMediCal, 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 MedicaidMediCal; (vi) knowingly and willfully offering or paying any remuneration (Eincluding any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any person to induce such person (x) presenting to refer an individual to a person for the furnishing or causing to be presented a claim arranging for reimbursement for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimedmade in whole or in part by Medicare, Medicaid or MediCal, or (IIy) false or fraudulent. To Borrower’s knowledgeto purchase, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreementlease, no Borrowerorder, 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 its this Section, knowledge by any owneremployees, officer, manager, employee representatives and agents of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with the Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) Subsidiary of any of those offenses the events described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant this Section shall not be imputed 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.Borrower or

Fraud and Abuse. (i) No Except as could not reasonably be expected to result in liability to the Borrower hasin excess of $5,000,000, Borrower has not, or to its knowledge has any not been alleged 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 Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (A1) 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 by Medicare or Medicaidunder any Healthcare Laws; (B2) 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 by Medicare or Medicaidunder any Healthcare Laws; (C3) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D4) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E5) presenting or 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 information required to be provided under 42 U.S.C. § 1320a-3. To Borrower’s knowledge, all Material Agreements All contractual arrangements to which any Borrower Xxxxxxxx is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During Except as could not reasonably be expected to result in liability to the three-year period immediately preceding the date Borrower in excess of this Agreement$5,000,000, no BorrowerBorrower has not been, or to its knowledge any has not been alleged to be, and no owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related serviceshas: (A1) has had a civil monetary penalty assessed against it or him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B2) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C3) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D4) 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.; (5) 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 (6) become subject to any federal, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving and/or related to its compliance with Healthcare Laws.

Fraud and Abuse. (i) No Borrower hashas not, or and to its knowledge has any ownernot 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 Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower agent of Xxxxxxxx has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Government Reimbursement Program; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Government Reimbursement Program; (C) 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 any Healthcare Laws Government Reimbursement Program on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Government Reimbursement Program, 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 or Medicaidany Government Reimbursement Program; or (E) presenting or 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 (I1) not provided as claimed, or (II2) false or fraudulent. To Borrower’s knowledge; 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 (1) a facility in order that the facility may qualify for certification under any Government Reimbursement Program, all Material Agreements or (2) information required to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsbe provided under 42 U.S.C. § 1320a-3. (ii) During the three-year period immediately preceding the date of this AgreementBorrower has not been, no Borrower, or and to its knowledge any ownerhas not been alleged to be, and no Person with an “ownership interest” or “indirect ownership interest” (as each such phase is defined at 42 C.F.R. 420.201), officer, manager, employee or agent of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related servicesXxxxxxxx has: (A) has had a civil monetary penalty assessed against it or 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. §§ 1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” ”, excluded or “debarred” from any Government Reimbursement Program or from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal Federal government agencies generally (48 C.F.R. Subpart 9.48.4), or other applicable laws Applicable Laws or regulations; (C) has 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. §§ 1320a-7b or 18 U.S.C. §§§ § 669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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) been made a party to any other action by any Governmental Authority that may result in suspension, exclusion, or debarment from any Government Reimbursement Program or that may prohibit it from selling products to any governmental or other purchaser pursuant to any law; or (F) been or become subject to any Federal, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving and/or related to its compliance with Healthcare Laws or involving or threatening its participation in Medicare, Medicaid or other Third Party Payor Programs or its billing practices with respect thereto.

Fraud and Abuse. (i) No Borrower hasPractice Group, or to its knowledge has any ownerofficers and directors, officerand --------------- persons and entities providing professional services for Practice Group, 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 Borrower has, have not engaged in any of activities which are prohibited under the following in connection with Fraud and Abuse Statute, or the Borrower or any Products regulations promulgated thereunder pursuant to such statutes, or related servicesstate or local statutes or regulations, or which 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 by Medicare or Medicaidpayment; (Bb) 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 by Medicare or Medicaidpayment; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Dc) knowingly and willfully soliciting or receiving any illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (I1) 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 (II2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of 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 under Medicare or Medicaid or (E2) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimedpurchase, lease, order, or (II) false arrange for or fraudulent. To Borrower’s knowledgerecommend purchasing, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrowerleasing, or to its knowledge ordering any ownergood, officerfacility, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penaltyservice, or has been “suspended” item for which payment may be made in whole or “debarred” from selling products to the U.S. government in part under Medicare or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqMedicaid.

Fraud and Abuse. (i) No Borrower Borrower, Operator or, as to the Projects only, the ASP has, or to its knowledge has any 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 Operator, ASP or Borrower has, or to its knowledge engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Healthcare Laws; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Healthcare Laws; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E) presenting or 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. To Borrower’s knowledge; 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 (I) a facility in order that the facility may qualify for CHICAGO/#2502765.12 Governmental Authority certification, all Material Agreements or (II) information required to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsbe provided under 42 U.S.C. § 1320a-3. (ii) During No Borrower, Operator or, as to the three-year period immediately preceding the date of this AgreementProjects only, no BorrowerASP has been, or to its knowledge any has been threatened to be, and to its knowledge no owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Operator, ASP or Borrower, in connection with Borrower or any Products or any related servicesto its knowledge: (A) has had been assessed with a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving a supposed failure to comply with Healthcare Laws or threatening its participation in Medicare, Medicaid or other Third Party Payor Programs or its billing practices with respect thereto.

Fraud and Abuse. (i) No Borrower hashas not, or to its knowledge has any not been alleged 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 Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (A1) 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 by Medicare or Medicaidunder any Healthcare Laws; (B2) 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 by Medicare or Medicaidunder any Healthcare Laws; (C3) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D4) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E5) presenting or 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 information required to be provided under 42 U.S.C. § 1320a-3. To Borrower’s knowledge, all Material Agreements All contractual arrangements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no BorrowerBorrower has not been, or to its knowledge any has not been alleged to be, and no owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related serviceshas: (A1) has had a civil monetary penalty assessed against it or him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B2) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C3) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D4) 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.; (5) 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 (6) become subject to any federal, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving and/or related to its compliance with Healthcare Laws.

Fraud and Abuse. (i) No Borrower has, or to its knowledge has any 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 Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Federal Healthcare Program; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Federal Healthcare Program; (C) 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 any Federal Healthcare Laws Program on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E) presenting or 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 (I) a Project in order that the Project may qualify for Federal Healthcare Program certification, or (II) information required to be provided under 42 U.S.C. § 1320a-3. To Borrower’s knowledge, all Material Agreements No Borrower has paid or will pay any percentage-based compensation to any third party manager for services relating to items or services that may be reimbursed by a Federal Healthcare Program pursuant to any management services agreement. All contractual arrangements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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.

Fraud and Abuse. (i) No Borrower hasOther than as would not have a material adverse effect, or PRG and PRG Sub have not, to its knowledge has any 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 Borrower hastheir knowledge, engaged in any activities which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 of the following in connection with United States Code or the Borrower or any Products regulations promulgated thereunder, or related servicesstate or local statutes or regulations, which 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 by Medicare or Medicaidpayment; (Bb) knowingly and willfully making or causing to be made any false statement or representation of a the material fact for use in determining rights to any benefit or payment by Medicare or Medicaidpayment; (Cc) failing any failure by a claimant to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with criminal the intent to fraudulently secure such benefit or payment fraudulentlypayment; and (Dd) 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 kind, or offering to pay or receive such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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, or (IIii) in return for purchasing, leasing or ordering or arranging for for, or recommending the recommending, 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 (E) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimed, or (IIe) false referring a patient for designated health services to or fraudulent. To Borrower’s knowledgeproviding designated health services to a patient upon referral from an entity or person with which the physician or an immediate family member has a financial relationship, all Material Agreements and to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsno exception under Section 1395nn of Title 42 of the United States Code applies. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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.

Fraud and Abuse. (i) No Borrower has, or to its knowledge has any 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 Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (A1) 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 by Medicare or Medicaidunder any Healthcare Laws; (B2) 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 by Medicare or Medicaidunder any Healthcare Laws; (C3) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D4) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Healthcare Laws, or (II) 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 or Medicaidany Healthcare Laws; or (E5) presenting or 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 (I) a Project in order that the Project may qualify for Governmental Authority certification, or (II) information required to be provided under 42 U.S.C. § 1320a-3. To Borrower’s knowledge, all Material Agreements All contractual arrangements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products except to the U.S. government or its agencies pursuant extent non-compliance would not reasonably be expected to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of have a proceeding seeking to assess such penalty; or (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 seqMaterial Adverse Effect.

Fraud and Abuse. Neither any Credxx Xxxxx nor any of its Subsidiaries has engaged (i) No Borrower hasnor, or to its the knowledge of the Credit Parties, has any ownerAffiliated Practice or any dental-shareholder, officer, manager, orthodontist-shareholder or employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201of any Affiliated 52 Practice engaged) in any Borrower hasactivities that are prohibited under 42 U.S.C. Section 1320a-7b, engaged in any of 42 U.S.C. Section 1395nn, or the following in connection with the Borrower or any Products regulations promulgated thereunder, or related servicesRequirements of Law, or under any similar state Law or regulation, or that are prohibited by rules of professional conduct, including, without limitation, the following: (Aa) 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 by Medicare or Medicaidpayment; (Bb) 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 by Medicare or Medicaidpayment; (Cc) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Dd) 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 kind, or offering to pay or receive such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (Ii) 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, any other government or private third party payor or (IIii) in return for purchasing, leasing 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 Medicaidany other government or private third party payor; and (e) making any prohibited referral for designated health services, or (E) presenting or causing to be presented a claim or bill to any individual, third party payor or other entity for reimbursement for designxxxx health services furnished pursuant to a prohibited referral, except to the extent that is for an item any activities of the types described in clauses (a) through (e) above do not, individually or services that was known to be (I) not provided as claimedin the aggregate, or (II) false or fraudulent. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it adversely affect Persons generating 3% or him or her pursuant to 42 U.S.C. §1320a-7a or is more of total revenues of the subject of a proceeding seeking to assess such penalty; Credit Parties and their Subsidiaries and (B) has been excluded result in exclusion of such Persons from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) federal or is the subject of a proceeding seeking to assess such penalty, state healthcare programs or has been “suspended” civil or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqcriminal penalties.

Fraud and Abuse. (i) No Borrower hasThe Company, New PC, the Shareholder, and all persons and entities providing professional services in the past for the Company or to its knowledge has any 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 Borrower has, presently for New PC have not engaged in any of activities which are prohibited under 42 U.S.C. § 1320a-7b, or the following in connection with the Borrower or any Products regulations promulgated thereunder pursuant to such statutes, or related servicesstate or local statutes or regulations, or which are prohibited by rules of professional conduct, including 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 by Medicare or Medicaidpayment; (Bb) 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 by Medicare or Medicaidpayment; (Cc) failing to disclose knowledge Knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to fraudulently secure such benefit or payment fraudulentlypayment; and (Dd) knowingly and willfully soliciting or receiving any illegal 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 in violation of the federal Anti-Kickback Statute remuneration: (42 U.S.C. §1320a-7b(6)) (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 (IIB) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing 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; . The Company and New PC have at all times complied with the requirements of North Dakota Statutes which prohibit physicians who have an ownership, investment or (E) presenting or causing beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of designated and other health services, and has at all times complied with the North Dakota Statutes. Furthermore, the Company and New PC have filed all reports required to be presented filed by the State of North Dakota and federal law regarding compensation arrangements and financial relationships between a claim for reimbursement for services that is for physician and an item or services that was known to be (I) not provided as claimed, or (II) false or fraudulent. To Borrower’s knowledge, all Material Agreements entity to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsthe physician refers patients. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrower, or to its knowledge any owner, officer, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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.

Fraud and Abuse. (i) No Borrower has, or to its knowledge has any 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 Borrower has, Neither PHC nor PHC-SUB have engaged in any of --------------- activities that are prohibited under the following in connection with the Borrower or any Products federal Fraud and Abuse Statute, or related servicesstate or local statutes or regulations, or which 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 by Medicare or Medicaidpayment; (Bb) 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 by Medicare or Medicaidpayment; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Dc) knowingly and willfully soliciting or receiving any illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (I1) 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 (II2) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of 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 under Medicare or Medicaid or (E2) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimedpurchase, lease, order, or (II) false arrange for or fraudulent. To Borrower’s knowledgerecommend purchasing, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreement, no Borrowerleasing, or to its knowledge ordering any ownergood, officerfacility, manager, employee of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penaltyservice, or has been “suspended” item for which payment may be made in whole or “debarred” from selling products to the U.S. government in part under Medicare or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqMedicaid.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of its partners, members, stockholders (i) No other than the stockholders of the Borrower), officers or directors (excluding limited partners or minority members in Permitted Joint Ventures, acting without the knowledge of the Borrower hasor any Subsidiary, whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or to its knowledge has any ownerSubsidiary, officer, manager, employee have engaged on behalf of Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Ciii) 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 any Healthcare Laws Medicare, Medicaid or MediCal programs on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or MedicaidMediCal, 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 MedicaidMediCal; (vi) knowingly and willfully offering or paying any remuneration (Eincluding any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any person to induce such person (x) presenting to refer an individual to a person for the furnishing or causing to be presented a claim arranging for reimbursement for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimedmade in whole or in part by Medicare, Medicaid or MediCal, or (IIy) false or fraudulent. To Borrower’s knowledgeto purchase, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreementlease, no Borrowerorder, 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 its this Section, knowledge by any owneremployees, officer, manager, employee representatives and agents of the Borrower or Person with a “direct Subsidiary of any of the events described in this Section shall not be imputed to the Borrower or indirect ownership interest” (such Subsidiary unless such knowledge was obtained or learned by a Senior Officer in his or her official capacity as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with a Senior Officer of the Borrower or such Subsidiary. No activity of the Borrower or any Products Subsidiary shall be considered to be a breach of this Section, except in the case of 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 related services: such violation. In addition, neither the Borrower nor any Subsidiary shall be considered to have breached this section so long as (Aa) has had they shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to avoid such breaches and (b) such breaches, individually or in the aggregate, could not reasonably be expected to have a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqMaterial Adverse Effect.

Fraud and Abuse. (i) No Borrower hashas not, or and to its knowledge has any ownernot 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. 420.20), 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 agent of Borrower has, engaged in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare or Medicaidunder any Government Reimbursement Program; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare or Medicaidunder any Government Reimbursement Program; (C) 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 any Healthcare Laws Government Reimbursement Program on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (D) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaidany Government Reimbursement Program, 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 or Medicaidany Government Reimbursement Program; or (E) presenting or 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 (I1) not provided as claimed, or (II2) false or fraudulent. To Borrower’s knowledge; 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 (1) a facility in order that the facility may qualify for certification under any Government Reimbursement Program, all Material Agreements or (2) information required to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Lawsbe provided under 42 U.S.C. § 1320a-3. (ii) During the three-year period immediately preceding the date of this AgreementBorrower has not been, no Borrower, or and to its knowledge any ownerhas not been alleged to be, and no Person with an “ownership interest” or “indirect ownership interest” (as each such phase is defined at 42 C.F.R. 420.20), officer, manager, employee or agent of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with Borrower or any Products or any related serviceshas: (A) has had a civil monetary penalty assessed against it or 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. §§ 1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” ”, excluded or “debarred” from any Government Reimbursement Program or from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal Federal government agencies generally (48 C.F.R. Subpart 9.48.4), or other applicable laws Applicable Laws or regulations; (C) has 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. §§ 1320a-7b or 18 U.S.C. §§§ § 669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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) been made a party to any other action by any Governmental Authority that may result in suspension, exclusion, or debarment from any Government Reimbursement Program or that may prohibit it from selling products to any governmental or other purchaser pursuant to any law; or (F) been or become subject to any Federal, state, local governmental or private payor civil or criminal investigations or inquiries, proceedings, validation review, program integrity review or statement of charges involving and/or related to its compliance with Healthcare Laws or involving or threatening its participation in Medicare, Medicaid or other Third Party Payor Programs or its billing practices with respect thereto.

Fraud and Abuse. (i) No Neither the Borrower hasnor any Consolidated Entity, nor to the knowledge of the Borrower or to any of its knowledge has Consolidated Entities, any ownerof its stockholders, officer, manager, employee officers or Person with a “direct directors have engaged on behalf of the Borrower or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Consolidated Entity in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by under the Medicare or MedicaidMedicaid program; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by under the Medicare or MedicaidMedicaid program; (C) 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 any Healthcare Laws on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Diii) 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 such remuneration in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicaid, or (IIb) in return for purchasing, leasing or ordering or arranging - 58 - 64 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 or Medicaid; or (E) presenting or causing Medicaid to the extent that any such actions described above would reasonably be presented expected to have a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimed, or (II) false or fraudulentMaterial Adverse Effect. To Borrower’s knowledge, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date For purposes of this Agreementsubsection, no Borrower"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 any senior officer of the Borrower or a Consolidated Entity of any of the events described in this Section shall not be imputed to its the Borrower or such Consolidated Entity unless such knowledge any owner, officer, manager, employee was obtained or learned by a senior officer in his or her official capacity as a senior officer of the Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with such Consolidated Entity. No activity of the Borrower or any Products or any related services: (A) has had Consolidated Entity shall be considered to be a civil monetary penalty assessed against it or him or her pursuant to 42 U.S.C. §1320a-7a or is breach of this Section, except in the subject case of a proceeding seeking knowing and willful violation thereof, until the Borrower or such Consolidated Entity has received notification, written or oral, by a Governmental Authority of competent jurisdiction as to assess any such penaltyviolation; (B) has been excluded from participation provided that receipt of such notice, in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject and of a proceeding seeking itself, shall not be deemed to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has 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. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (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 seqbreach this representation.

Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor any of its partners, members, stockholders (i) No other than stockholders of the Borrower), officers or directors (other than limited partners in Permitted Joint Ventures acting without the knowledge of the Borrower hasor any Subsidiary whose actions could not reasonably be expected to have a Material Adverse Effect), acting on behalf of the Borrower or to its knowledge has any ownerSubsidiary, officer, manager, employee shall engage on behalf of Borrower or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged Subsidiary in any of the following in connection with the Borrower or any Products or related servicesfollowing: (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 by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment by Medicare under Medicare, Medicaid or MedicaidMediCal programs; (Ciii) 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 any Healthcare Laws Medicare, Medicaid or MediCal programs on its own behalf or on behalf of another, with criminal intent to secure such benefit or payment fraudulently; (Div) 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 illegal 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 in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)) (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 Medicare, Medicaid or MedicaidMediCal, 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, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or MedicaidMediCal; or (Evi) presenting knowingly and willfully offering or causing paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind to be presented any person to induce such person (x) to refer an individual to a claim person for reimbursement the furnishing or arranging for services that is for an the furnishing of any item or services that was known to service for which payment may be (I) not provided as claimedmade in whole or in part by Medicare, Medicaid or MediCal, or (IIy) false or fraudulent. To Borrower’s knowledgeto purchase, all Material Agreements to which any Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws. (ii) During the three-year period immediately preceding the date of this Agreementlease, no Borrowerorder, 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 its this Section, knowledge by any owneremployees, officer, manager, employee representatives and agents of or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower, in connection with the Borrower or any Products or any related services: (A) has had a civil monetary penalty assessed against it or 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. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) Subsidiary of any of those offenses the events described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant this Section shall not be imputed to the False Claims Act under 31 U.S.C. §§3729-3731 Borrower or qui tam action brought pursuant such Subsidiary unless such knowledge was obtained or learned by a Senior Officer in his or her official capacity as a Senior Officer of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be considered to 31 U.S.C. §3729 et seqhave breached this Section, except in the case of 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. In addition, neither the Borrower nor any Subsidiary shall be considered to have breached this Section so long as (a) they shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to avoid such breaches and (b) such breaches, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.