Common use of Government Reimbursement Programs Clause in Contracts

Government Reimbursement Programs. All of the facilities operated by the Company and each of its subsidiaries are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participate, except for such failures to be qualified or to be entitled to reimbursement or to comply which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of the Company, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, or (iii) the right of the Company and each of the Company’s subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually or in the aggregate have a Material Adverse Change. For purposes of this Agreement; “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

Government Reimbursement Programs. All Medicare/Medicaid/Tricare; Commercial Reimbursement Programs; Corporate Practice of the Medicine. (a) The dialysis facilities operated by each Group Member (the Company “Dialysis Facilities”), the Physician Groups and each of its subsidiaries the Regulated Subsidiaries (i) are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, programs and the Medicaid programs and the TRICARE Tricare programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”), (ii) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiariesbeneficiaries of Government Reimbursement Programs in which the Borrower and its Subsidiaries participate, and with respect to the Physician Groups and Regulated Subsidiaries those Government Reimbursement Programs in which they participate, and (iii) comply in all material respects with the requirements conditions of participation in all Government Reimbursement Programs in which they participate, except for except, in each case of clauses (i), (ii) and (iii), to the extent any such failures to be qualified or to be entitled to reimbursement or to comply which failure would not, individually or in the aggregate, not reasonably be expected to (x) have a Material Adverse ChangeEffect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower, and except for the fact that Dialysis Facilities (i) newly developed by Group Members may from time to time be awaiting an initial Medicare certification and/or initial Medicare or Medicaid provider number in accordance with normal business practice because of standard waiting times between the proper timely filing of the relevant documents therefor and the receipt of such certification and/or provider number and (ii) acquired by Group Members may from time to time be awaiting a Medicare certification and/or Medicare or Medicaid provider number issued in the name of such Group Member in accordance with normal business practice because of standard waiting times between the proper timely filing of the relevant documents therefor and the receipt of such provider number. There is no pending or, to the knowledge of the CompanyLoan Parties’ knowledge, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Companyany Group Member’s, Physician Group’s subsidiaries’ or Regulated Subsidiary’s qualification or right to participate in any Government Reimbursement Program in which they participate it participates or have has participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries any Group Member, Physician Group or Regulated Subsidiary with the terms or provisions of any Government Reimbursement Program in which they participate it participates or have has participated, or (iii) the right of the Company and each of the Company’s subsidiaries any Group Member, Physician Group or Regulated Subsidiary to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate it participates or have has participated, in each case of clauses (i), (ii) and (iii), which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected toto (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower. (b) No Group Member nor any of their respective officers, directors, managers or partners on behalf of any Group Member, and no Physician Group or Regulated Subsidiary nor any of their respective officers, directors, managers or partners on behalf of any Physician Group or Regulated Subsidiary has (A) committed any act that would cause any of them to incur a civil monetary penalty under or violated 42 U.S.C. § 1320a-7a or § 1320a-7b or knowingly or willfully violated any of the other federal statutes applicable to Government Reimbursement Programs or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (a) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or other applicable government payers, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or other applicable government payers, (B) knowingly and willfully presented or caused to be presented a claim for a medical or other item or service that was not provided as claimed, or was for a medical or other item or service and the Person knew or should have known the claim was false or fraudulent or (C) in violation of 42 U.S.C. § 1395nn, presented or caused to be presented a claim to any individual, third party payor or other entity for a designated health service furnished pursuant to a referral by a physician if the physician (or an immediate family member) had a financial relationship with the Borrower or any of its Subsidiaries or any Physician Group or Regulated Subsidiary for which there was no permissible exception, except in the case of each of (A), (B) and (C) as would not be reasonably likely, individually or in the aggregate aggregate, to have a Material Adverse ChangeEffect. For purposes Neither the Borrower nor any of this Agreement; “Medicaid” means its Subsidiaries, nor any state-operated means-tested entitlement program under Title XIX of their respective officers, directors, managers or partners, on behalf of the Social Security Borrower or any of its Subsidiaries, and no Physician Group or Regulated Subsidiary nor any of their respective officers, directors, managers or partners on behalf of any Physician Group or Regulated Subsidiary, has violated the federal false claims act, 31 U.S.C. §3729, including, but not limited to, by (i) knowingly and willfully presenting or causing to be presented to a government official a false claim for payment or approval, (ii) knowingly and willfully making, using or causing to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the government or (iii) conspiring to defraud the government by knowingly and willfully getting a false or fraudulent claim paid, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. With respect to this Section, knowledge of an individual director, officer, manager or partner of a Group Member, Physician Group or Regulated Subsidiary or any of any of the events described in this Section shall not be imputed to a Group Member, Physician Group or Regulated Subsidiary unless such knowledge was obtained or learned by the director, officer, manager or partner in his or her official capacity as a director , officer, manager or partner of a Group Member, Physician Group or Regulated Subsidiary. Except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, the Borrower and each of its Subsidiaries and each Physician Group and Regulated Subsidiary is in compliance with the privacy and security rules promulgated under the Health Insurance Portability and Accountability Act that provides federal grants to states for medical assistance based on specific eligibility criteriaof 1996 found at 45 C.F.R. parts 160-164 (collectively, “Medicare” means that government-sponsored entitlement program HIPAA”) and the amendments to HIPAA made under Title XVIII the Health Information Technology for Economic and Clinical Health Act amendments to the American Recovery and Reinvestment Act of 2009. To the knowledge of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means Borrower, neither the healthcare program established by the U.S. Department Borrower nor any of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 its Subsidiaries nor any Physician Group or Regulated Subsidiary has violated 18 U.S.C. § 1071 et seq1347 including, but not limited to, knowingly and willfully executing or attempting to execute a scheme or artifice by means of false or fraudulent pretenses (i) to defraud any health care benefit program, or (ii) to obtain any money or property owned by, or under the custody or control of, any health benefit program, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (c) The Physician Groups and the Regulated Subsidiaries (i) are qualified for members participation in the Medicare managed care programs (including, without limitation, the Medicare Advantage program) and Medicaid managed care programs and all other non-Governmental Reimbursement Programs in which they participate (together with their respective intermediaries, carriers, and third party administrators, the “Commercial Plans”) and (ii) are entitled to reimbursement under Commercial Plans for services rendered to qualified beneficiaries of Commercial Plans in which the Physician Groups and Regulated Subsidiaries participate, and (iii) comply in all material respects with the requirements of all Commercial Plans in which they participate except, in each case of clauses (i), (ii) and (iii), to the extent any such failure would not reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the military, military retirees, and their dependents, and includes Borrower constituting less than 95% of Consolidated net operating revenues for the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program immediately preceding four Fiscal Quarter period of the Uniformed ServicesBorrower. There is no pending or, to the Loan Parties’ knowledge, threatened proceeding, audit or investigation by any of the Commercial Plans with respect to (i) any Physician Group’s or Regulated Subsidiary’s qualification or right to participate in any Commercial Plan in which it participates or has participated, (ii) the compliance or non-compliance by any Physician Group or Regulated Subsidiary with the terms or provisions of any Commercial Plan in which it participates or has participated, or (iii) the right of any Physician Group or Regulated Subsidiary to receive or retain amounts received or due or to become due from any Commercial Plan in which it participates or has participated, which proceeding or investigation, together with all other such proceedings, audits and investigations, would reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower. (d) HCP LLC, HPMGI, HCPAMG and each other Physician Group and Regulated Subsidiary is operated in compliance with the corporate practice of medicine laws (whether statutory or common law) of each state in which it does business, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no pending or, to the Loan Parties’ knowledge, threatened proceeding or investigation by any Governmental Authority with regard to the compliance of HCP LLC, HPMGI, HCPAMG or any other Physician Group or Regulated Subsidiary with corporate practice of medicine laws, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

Government Reimbursement Programs. All Except as described in the General Disclosure Package and the Prospectus, all of the facilities operated by the Company and each of its subsidiaries that are qualified for participation enrolled in all a federal healthcare programs in which they participatehealth care program, including without limitation the Medicare programs, the Medicaid programs and the TRICARE Tricare programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries), and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participateeach respective facility participates or has participated, except for such failures to be qualified or to be entitled to reimbursement or to comply which would that could not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. There Except as disclosed in the General Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s its subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s its subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, participated or (iii) the right of the Company and each of the Company’s its subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually singly or in the aggregate have would not, result in a Material Adverse ChangeEffect. For purposes of this Agreement; , “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARETricare” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, retirees and their dependentsdependants, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

Government Reimbursement Programs. All (i) Each of the facilities operated by the Company and each of its subsidiaries are Hospitals is (i) qualified for participation in all federal healthcare programs in which they participatein, including the Medicare programsand have current and valid provider contracts with, the Medicaid programs and the TRICARE programs in which they participate (together with applicable Government Reimbursement Programs and/or their respective fiscal intermediaries or carriers, paying agents and is in compliance with the “Government Reimbursement Programs”conditions of participation or requirements applicable with respect such participation and (ii) and are entitled to reimbursement eligible for payment under the applicable Government Reimbursement Programs for services rendered to qualified beneficiaries. (ii) Except as set forth on Schedule 5.11 of the Disclosure Schedules under the heading “Cost Reports”, and comply in all material respects with the requirements Cost Reports for each of all the Hospitals that provides services to beneficiaries of Government Reimbursement Programs in which they participatewere filed when due, except and have been audited (with Notices of Program Reimbursement issued), for such failures to be qualified or to be entitled to reimbursement or to comply which would notthe Cost Report periods particularly described on Schedule 5.11 of the Disclosure Schedules under the heading “Cost Reports”. (iii) Except as set forth on Schedule 5.11 of the Disclosure Schedules under the heading “Cost Reports”, individually or all amounts shown as due from any of the Hospitals in the aggregateCost Reports either were remitted with such Cost Reports or will be remitted when required by applicable Law and are appropriately reflected in the Financial Statements, reasonably be expected and all amounts shown in the Notices of Program Reimbursement as due have been, or prior to Closing will be, paid when required by applicable Law. (iv) The Sellers have a Material Adverse Change. There is no pending or, not received or submitted any claim for payment to the knowledge Government Reimbursement Programs (or their fiscal intermediaries or paying agents) with respect to any Hospital in excess of the Companyamount provided by applicable Law or applicable provider contract, threatened and the Sellers have not received written notice of any dispute or contemplated proceeding claim by any Governmental Authority, fiscal intermediary or investigation other Person regarding any of the Hospitals and the Government Reimbursement Programs or the participation by any of the Government Reimbursement Programs with respect to Hospitals in such Programs. (iv) the Company and each of the Company’s subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participatedNo Seller is subject to, or the beneficiary of, any outstanding loan, grant or loan guarantee pursuant to the Xxxx Xxxxxx Act (iii) the right of the Company and each of the Company’s subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated42 USC Section 291a, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually or in the aggregate have a Material Adverse Change. For purposes of this Agreement; “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.). (vi) for members None of the military, military retirees, and their dependents, and includes Hospitals is subject to or liable for any accrued or unaccrued repayment obligation pursuant to the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program Peer Grouping Inpatient Reimbursement Limitation of the Uniformed ServicesMedi-Cal Program as described in 22 California Code of Regulations Section 51548.

Government Reimbursement Programs. All Except as described in the General Disclosure Package and the Prospectus, all of the facilities operated by the Company and each of its subsidiaries that are qualified for participation enrolled in all a federal healthcare programs in which they participatehealth care program, including without limitation the Medicare programs, the Medicaid programs and the TRICARE Tricare programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries), and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participateeach respective facility participates or has participated, except for such failures to be qualified or to be entitled to reimbursement or to comply which would that could not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. There Except as disclosed in the General Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s its subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s its subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, participated or (iii) the right of the Company and each of the Company’s its subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually singly or in the aggregate have would not, result in a Material Adverse ChangeEffect. For purposes of this Agreement; , “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARETricare” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, retirees and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

Government Reimbursement Programs. All Except as described in the Disclosure Package and the Prospectus, all of the dialysis facilities operated by the Company and each of its subsidiaries are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE Tricare programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participateparticipate or have participated, except for such failures to be qualified or to be entitled to reimbursement or to comply which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. There Except as disclosed in the Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the CompanyCompany or the Guarantors, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s its subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s its subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, or (iii) the right of the Company and each of the Company’s its subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would could reasonably be expected to, individually or in the aggregate (x) have a Material Adverse ChangeEffect or (y) result in consolidated net operating revenues for any (including any future) four fiscal quarter period of the Company constituting less than 95% of consolidated net operating revenues for the immediately preceding four fiscal quarter period of the Company. For purposes of this Agreement; , “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARETricare” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, and their dependentsdependants, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

Government Reimbursement Programs. All Except as described in the Disclosure Package and the Prospectus, all of the dialysis facilities operated by the Company and each of its subsidiaries are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participateparticipate or have participated, except for such failures to be qualified or to be entitled to reimbursement or to comply which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. There Except as disclosed in the Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the CompanyCompany or the Guarantors, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company Company’s and each of the Company’s subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, participated or (iii) the right of the Company and each of the Company’s subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would could reasonably be expected to, individually or in the aggregate (x) have a Material Adverse ChangeEffect or (y) result in consolidated net operating revenues for any (including any future) four fiscal quarter period of the Company constituting less than 95% of consolidated net operating revenues for the immediately preceding four fiscal quarter period of the Company. For purposes of this Agreement; , “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

Government Reimbursement Programs. All Except as described in the Disclosure Package and the Prospectus, all of the dialysis facilities operated by the Company and each of its subsidiaries and JSA Healthcare Corporation and each of its wholly-owned subsidiaries, HealthCare Partners Medical Group (Bacchus), Ltd., HealthCare Partners Affiliates Medical Group and JSA Professional Association (collectively, the “HCP Affiliated Entities”) are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participateparticipate or have participated, except for such failures to be qualified or to be entitled to reimbursement or to comply which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. There Except as disclosed in the Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the CompanyCompany or the DaVita Guarantors, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and Company, each of the Company’s subsidiariessubsidiaries and the HCP Affiliated Entities’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and Company, each of the Company’s subsidiaries and the HCP Affiliated Entities with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, or (iii) the right of the Company and Company, each of the Company’s subsidiaries and the HCP Affiliated Entities to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would could reasonably be expected to, individually or in the aggregate (x) have a Material Adverse ChangeEffect or (y) result in consolidated net operating revenues for any (including any future) four fiscal quarter period of the Company constituting less than 95% of consolidated net operating revenues for the immediately preceding four fiscal quarter period of the Company. For purposes of this Agreement; , “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, and their dependentsdependants, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.