Common use of Health Care Matters Clause in Contracts

Health Care Matters. (a) Without limiting the generality of any other provision of this Agreement, Borrower, Owner, Holding, each Master Tenant and Manager and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower, Owner, Holding, and such Master Tenant or Manager (with respect to their respective operation of the Projects) shall be in compliance in all material respects with all applicable Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) If (i) Borrower, Owner, Holding, or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, or any Master Tenant or Manager (with respect to its operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Borrower, Owner, Holding, and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a "HIPAA COMPLIANCE DATE") and (y) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower's, Owner's, Holding's, or any Master Tenant's or Manager's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager of the then effective provisions of HIPAA.

Health Care Matters. (a) Without limiting Except as would not have a Company Material Adverse Effect, since August 11, 2009, the generality of any other provision of this Agreement, Borrower, Owner, Holding, each Master Tenant Company and Manager and their employees and contractors (other than contracted agencies) its Subsidiaries have at all times been in the exercise of their duties on behalf of Borrower, Owner, Holding, and such Master Tenant or Manager (compliance with respect all Health Care Laws applicable to their respective operation business or operations and have not received any subpoena, or any written demand, notice of the Projects) shall be in compliance in all material respects with all applicable Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by investigation or other such notice from any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material of any violations of the Healthcare such Health Care Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) If (i) BorrowerTo the Knowledge of the Company, Ownernone of the Company, Holdingthe Subsidiaries, or their respective officers, directors or managing employees is currently excluded, debarred, suspended, or otherwise ineligible to participate in any Master Tenant Programs or Manager is has been convicted of a "covered entity" criminal offense that falls within the meaning scope of HIPAA or (ii) Borrower42 U.S.C § 1320a-7(a), Ownerbut has not yet been excluded, Holdingdebarred, suspended, or otherwise declared ineligible. (c) Neither the Company nor, to the Knowledge of the Company, any Master Tenant officer or Manager director of the Company or any other key Company personnel have now, or in the past, been subject to a corporate integrity agreement with the United States Department of Health and Human Services Office of the Inspector General or a similar agreement (e.g., deferred prosecution agreement) with any other Governmental Authority. (d) The Company has made available to Parent complete and current copies of all material compliance policies and procedures and privacy notices of the Company relating to Information Laws. (e) To the Knowledge of the Company, except as would not have a Company Material Adverse Effect, there have been no breach of Information Laws or other security or data breaches compromising or otherwise involving Personal Information that is in or has been in the Company’s possession in any format. (f) To the Knowledge of the Company, the Company has not received any notice or other communication from the Centers for Medicare and Medicaid Services challenging the processing by the Company of transactions containing legacy identifiers for non-Medicare claims in transactions that Company processes, except as would not have a Company Material Adverse Effect. (g) Except for Section 3.13(b), this Section 3.28 constitutes the exclusive representations and warranties of the Company with respect to its operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Borrower, Owner, Holding, and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a "HIPAA COMPLIANCE DATE") and (y) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result matters set forth in any of the foregoing or that could reasonably be expected to adversely affect Borrower's, Owner's, Holding's, or any Master Tenant's or Manager's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager of the then effective provisions of HIPAAthis Section 3.28.

Health Care Matters. (a1) Without limiting Except as would not have a Material Adverse Effect, since January 1, 2014, the generality of any other provision of this AgreementCompany, Borrower, Owner, Holding, each Master Tenant and Manager the Joint Venture and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower, Owner, Holding, and such Master Tenant or Manager (with respect to their respective operation of the Projects) shall be subsidiaries have at all times been in compliance in all material respects with all applicable Health Care Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) If (i) Borrower, Owner, Holding, or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, or any Master Tenant or Manager (with respect to its operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed applicable to their business or will promptly develop a detailed plan operations and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented has not received any subpoena, or will implement those provisions any written demand, notice of investigation or other such notice from any governmental authority of any violations of such HIPAA Compliance Plan Health Care Laws. (2) Neither the Company, the Joint Venture, their respective subsidiaries nor, to the knowledge of the Company, the Joint Venture and their respective subsidiaries, any of their respective officers, directors or managing employees, is currently excluded, debarred, suspended, or otherwise ineligible to participate in all material respects necessary any Programs or has been convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. (3) Neither the Company, the Joint Venture, their respective subsidiaries, nor to ensure that Borrowerthe knowledge of the Company, Ownerthe Joint Venture and their respective subsidiaries, Holdingany officer or director of the Company, and each Master Tenant the Joint Venture or Managertheir respective subsidiaries or any other key personnel of the Company, the Joint Venture or their respective subsidiaries, as applicable, are now, or become HIPAA Compliant. For purposes hereofin the past have been, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant subject to a corporate integrity agreement with the United States Department of Health and Manager, as applicable (x) are or will be in compliance with each Human Services Office of the applicable requirements Inspector General or a similar agreement (e.g., deferred prosecution agreement) with any other governmental authority. (4) To the knowledge of the so-called "Administrative Simplification" provisions Company, the Joint Venture and their respective subsidiaries, except as would not have a Material Adverse Effect, there has been no breach of HIPAA on Information Laws (as defined below) by the Company, the Joint Venture and their respective subsidiaries involving Personal Information (as of each date defined below) that any part thereofis in or has been in the Company’s, the Joint Venture’s or any final rule or regulation thereunder, becomes effective in accordance with its or of their terms, as respective subsidiaries’ possession. (5) This Section 1(kk) constitutes the case may be (each such date, a "HIPAA COMPLIANCE DATE") exclusive representations and (y) are not and could not reasonably be expected to become, as warranties of any date following any such HIPAA Compliance Datethe Company, the Joint Venture and their respective subsidiaries with respect to the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding matters set forth in this Section 1(kk). (other than routine surveys or reviews conducted by any government health plan or other accreditation entity6) that could result The capitalized terms used in any of this Section 1(kk) shall have the foregoing or that could reasonably be expected to adversely affect Borrower's, Owner's, Holding's, or any Master Tenant's or Manager's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager of the then effective provisions of HIPAA.meanings set forth below:

Health Care Matters. (a) Without limiting Except as set forth in Section 3.14(a) of the generality Disclosure Schedule, (i) each Acquired Entity and member of any other provision of this Agreement, Borrower, Owner, Holding, each Master Tenant and Manager and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower, Owner, Holding, and such Master Tenant or Manager (Seller Group with respect to their respective operation of the Projects) shall be Business is, and has been since the Reference Date, in compliance in all material respects with all Health Care Laws, (ii) since the Reference Date, the Acquired Entities and members of the Seller Group with respect to the Business have not received any written notice or Claim issued by a Governmental Authority that alleges or asserts that an Acquired Entity or applicable member of the Seller Group has violated any Health Care Laws relating (iii) since the Reference Date, the Acquired Entities and members of the Seller Group with respect to patient healthcare and/or patient healthcare informationthe Business have not entered into any written consent decree, including without limitation the Health Insurance Portability and Accountability Act of 1996judgment, as amendedcorporate integrity agreement, and the rules and regulations promulgated thereunder ("HIPAA") (collectivelycorrective action plan, "HEALTHCARE LAWS")). Borrowerdeferred prosecution agreement, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by or other agreement or settlement with any Governmental Authority related to any actual or otherwise under alleged violation of any Health Care Law and (iv) since the Healthcare Laws Reference Date, the Acquired Entities and there are no presently existing circumstances which would result or likely would result in material violations members of the Healthcare Seller Group with respect to the Business have made all Filings that they were required to file pursuant to any Health Care Law and all such Filings were correct and in compliance with Health Care Laws when filed (or were timely corrected in or supplemented by a subsequent filing). Neither the Acquired Entities or the members of the Seller Group with respect to the Business, nor to Sellers’ Knowledge, any of their respective Representatives has been charged with, convicted of or entered a plea of guilty or nolo contendere to any criminal or civil offense related to the delivery of any item or service under a Governmental Health Care Program or any other violation of Health Care Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws No Acquired Entity or member of the Seller Group with respect to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws)Business is a defendant or named party in any qui tam/False Claims Act litigation. (b) If Neither the Acquired Entities, any member of the Seller Group with respect to the Business, nor any of their respective Representatives are or have been since the Reference Date excluded, precluded, debarred, suspended from or otherwise excluded from contracting with any Governmental Authority or from participation in, any Governmental Health Care Program or are subject to a Claim, investigation or proceeding by any Governmental Authority that could result in such suspension, exclusion, preclusion or debarment, and no current or former Representative of the Acquired Entities or member of the Seller Group with respect to the Business has been convicted of a criminal offense related to any Health Care Law during their employ or engagement (as applicable) with the Acquired Entities or applicable member of the Seller Group or any of their respective Affiliates in connection with services performed for or on behalf of the Acquired Entities or applicable member of the Seller Group. (c) Since the Reference Date, neither the Acquired Entities, any member of the Seller Group with respect to the Business nor any of their respective Representatives acting in such capacity (i) Borrowerhave been assessed a civil monetary penalty under Section 1128A of the Social Security Act, Owner, Holding, or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, have been convicted of any criminal offense related to the delivery of any item or service under any Master Tenant Governmental Health Care Program or Manager (iii) have knowingly made an untrue or fraudulent statement to any Governmental Authority or agent thereof or knowingly failed to disclose a fact required to be disclosed to a Governmental Authority or agent thereof. (d) Each Acquired Entity and member of the Seller Group with respect to its operation the Business has implemented policies and procedures reasonably designed to assure that the Acquired Entity or applicable member of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented or will implement those provisions of such HIPAA Compliance Plan Seller Group is in compliance in all material respects necessary to ensure that Borrower, Owner, Holding, with all Health Care Laws. Each Acquired Entity and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with each member of the applicable requirements Seller Group has established and maintains a corporate compliance program that reflects the material elements of an effective corporate compliance program as set forth in guidance issued by the U.S. Department of Health and Human Services’ Office of Inspector General. (e) Neither the Acquired Entities, any member of the so-called "Administrative Simplification" provisions Seller Group with respect to the Business nor any of HIPAA on and as of each date that any part thereoftheir respective Representatives have, directly or indirectly, made or offered to make, or solicited or received, any final rule contribution, gift, bribe, rebate, payoff, influence payment, kickback or regulation thereunderinducement to any Person, becomes effective or entered into any similar financial arrangement, regardless of form, in accordance with its or their termseach case, as the case may be (each such date, a "HIPAA COMPLIANCE DATE") and (y) are not and could not reasonably be expected to become, as in material violation of any date following applicable Health Care Law. (f) No Person with which any such HIPAA Compliance Acquired Entity or any member of the Seller Group with respect to the Business has a contract is, or has been since the Reference Date, the subject of any civil or criminal penaltyan audit, process, claim, action or proceedinginvestigation, or any administrative material recoupment demand or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted request by any government Governmental Authority related to any contract between such Person and such Acquired Entity or member of the Seller Group, or related to any charges, bills or records submitted which reflect the financial or managerial relationship between such Person and Acquired Entity or member of the Seller Group, or related to the charges made by such Acquired Entity or member of the Seller Group to any such Person. (g) The Acquired Entities and members of the Seller Group with respect to the Business do not directly or indirectly bill, have not billed or indirectly billed, and have not submitted or caused the submission of claims for payment to, any Government Health Care Program or any other health plan insurance program or other accreditation entityplan, including commercial and non-governmental medical insurance plans. (h) The Acquired Entities and members of the Seller Group with respect to the Business are and at all times since the Reference Date have been in compliance in all material respects with the applicable requirements of HIPAA. When acting as a Business Associate (as defined at 45 CFR § 160.103), each Acquired Entity and member of the Seller Group with respect to the Business has in effect with each entity on whose behalf such Acquired Entity or member of the Seller Group receives, creates, or transmits Protected Health Information (as defined at 45 CFR § 160.103) a Business Associate agreement (“Customer BA Agreement”), and the Acquired Entities and applicable members of the Seller Group with respect to the Business are, and have been since the Reference Date, in compliance in all material respects with the Customer BA Agreements. Each Acquired Entity and member of the Seller Group with respect to the Business has in effect with each entity acting as a Business Associate of such Acquired Entity and member of the Seller Group with respect to the Business an agreement that could result materially satisfies all of the requirements of 45 CFR §§ 164.504(e) and 164.314(a). To the extent the Acquired Entities or, with respect to the Business, any member of the Seller Group create, disclose, transfer, sell and/or assign any information derived from Protected Health Information of the Business that has been “de-identified” (in accordance with the requirements of 45 C.F.R. § 164.514(b)), each such Acquired Entity or member of the Seller Group has obtained all rights necessary for such creation, disclosure, transfer, sale and/or assignment. The Acquired Entities and members of the Seller Group with respect to the Business have not received any written complaint or notice of investigation from any Governmental Authority regarding an Acquired Entity’s or member of the Seller Group’s or any of the foregoing their respective Business Associates’ uses or that could reasonably be expected to adversely affect Borrower's, Owner's, Holding'sdisclosures of, or security practices or security incidents regarding, Protected Health Information. There have not been any Master Tenant's Security Incidents or Manager's business, operations, assets, properties Breaches (as these terms are defined in HIPAA) of Protected Health Information involving the Acquired Entities or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager the members of the then effective provisions of HIPAASeller Group with respect to the Business and their respective Business Associates.

Health Care Matters. (a) Without limiting To the generality extent related to the Business, Seller Parent and its Subsidiaries, (i) are, and since January 1, 2018 have been, in material compliance with all applicable Health Care Laws; and (ii) since January 1, 2018, no Action has been taken or is pending or, to the Knowledge of Seller Parent, has been threatened, in each case, by any Governmental Entity or other Person against Seller Parent or any of its Subsidiaries alleging that the operation of the Business by Seller Parent and its Subsidiaries is in material violation of any other provision of this Agreementapplicable Health Care Law. To the extent related to the Business, Borrowersince January 1, Owner2018, HoldingSeller Parent and its Subsidiaries have not received written notice from any Governmental Entity that alleges any officer or employee of, each Master Tenant and Manager and their employees and contractors (other than contracted agencies) in the exercise of their duties or any sub-contractor acting on behalf of, Seller Parent or its Subsidiaries is or was under investigation by any such Governmental Entity for alleged material non-compliance with any applicable Health Care Law. (b) To the extent related to the Business, since January 1, 2018, Seller Parent and its Subsidiaries have not entered into any agreement, settlement, judgment, corporate integrity agreement, certification of Borrower, Owner, Holding, and such Master Tenant compliance or Manager (consent order with any Governmental Entity with respect to their material non-compliance with or material violation of any applicable Health Care Law. (c) To the extent related to the Business, since January 1, 2018, none of (i) Seller Parent, (ii) any of its Affiliates or (iii) to the Knowledge of Seller Parent, any of Seller Parent’s or its Affiliates’ shareholders owning five percent (5%) or more of Seller Parent or any of Seller Parent’s or its Subsidiaries’ respective current or former directors, officers, employees, representatives, agents or independent contractors (A) has been convicted of, charged with or investigated for any violation of any applicable Health Care Law; (B) has been convicted of, charged with, or investigated for any violation of any applicable Health Care Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; (C) is or has ever been debarred, excluded or suspended from participation in any health care program of any Governmental Entity, or convicted of any crime regarding health care products or services that would reasonably be expected to result in any such debarment, exclusion or suspension under any applicable Health Care Law; or (D) has been the subject of any consent decree or criminal or civil fine or penalty imposed by any Governmental Entity under any applicable Health Care Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances. To the extent related to the Business, (i) no debarment or exclusion proceedings, investigations or other actions are pending or, to the Knowledge of Seller Parent, threatened against Seller Parent or any of its Affiliates (including the Acquired Companies) with respect to any applicable Health Care Law and (ii) to the Knowledge of Seller Parent, no debarment or exclusion proceedings, investigations or other actions are pending or threatened against any of Seller Parent’s or its Affiliates’ (including the Acquired Companies’) respective directors, officers, employees, representatives, agents or independent contractors with respect to any applicable Health Care Law. (d) (i) Seller Parent and its Subsidiaries own, possess or have obtained all applicable Health Care Approvals related to the Products that are required in connection with the operation of the ProjectsBusiness as presently conducted and as contemplated to be conducted, and a true and complete list of such Health Care Approvals is set forth in Schedule 9.02(c)(2) shall be to the Seller Parent Disclosure Letter, (ii) Seller Parent and its Subsidiaries have, since January 1, 2018, complied, and currently are in compliance, in all respects with all such Health Care Approvals, and the manufacture of the Products (whether by Seller Parent and its Subsidiaries or third parties) is, and has been since January 1, 2018, in compliance in all material respects with all such applicable Laws relating to patient healthcare and/or patient healthcare informationHealth Care Approvals, including without limitation (iii) each such Health Care Approval is valid and in full force and effect and is transferable and renewable by its terms or in the Health Insurance Portability Ordinary Course of Business, (iv) Seller Parent and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable its Subsidiaries (including such Governmental Approvals as are required under such Healthcare Laws). (b) If (i) Borrower, Owner, Holding, or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, or any Master Tenant or Manager (with respect to its operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Borrower, Owner, Holding, and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a "HIPAA COMPLIANCE DATE") and (yAcquired Companies) are not in default under any such Health Care Approval, and could Seller Parent and its Subsidiaries (including the Acquired Companies) have not since January 1, 2018 received any written notice of proceedings relating to the actual or potential suspension, adverse modification, restriction, revocation or cancellation of any such Health Care Approval, (v) all renewals for such Health Care Approvals have been timely applied for, and (vi) to the Knowledge of Seller Parent, no event, fact or circumstance has occurred since January 1, 2018 or exists (including the execution of this Agreement) that would or would reasonably be expected to becomeprohibit or prevent the transfer, as of any date following any such HIPAA Compliance Dateassignment, the subject of any civil or criminal penalty, process, claim, action or proceedingreissuance, or any administrative would or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could would reasonably be expected to adversely affect Borrower'scause the suspension, Owner'sadverse modification, Holding'schange of status, restriction, revocation or cancellation, of any Master Tenant's or Manager's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager such Health Care Approval necessary for the operation of the then effective provisions Business as presently conducted or that would result in a reclassification of HIPAAany Product into another category (e.g. from an over-the-counter to a prescription Product).

Health Care Matters. (a1) Without limiting Except as would not have a Material Adverse Effect, since January 1, 2014, the generality of any other provision of this AgreementCompany, Borrower, Owner, Holding, each Master Tenant and Manager the Joint Venture and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower, Owner, Holding, and such Master Tenant or Manager (with respect to their respective operation of the Projects) shall be subsidiaries have at all times been in compliance in all material respects with all applicable Health Care Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) If (i) Borrower, Owner, Holding, or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, or any Master Tenant or Manager (with respect to its operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed applicable to their business or will promptly develop a detailed plan operations and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented has not received any subpoena, or will implement those provisions any written demand, notice of investigation or other such notice from any governmental authority of any violations of such HIPAA Compliance Plan Health Care Laws. (2) Neither the Company, the Joint Venture, their respective subsidiaries nor, to the knowledge of the Company, the Joint Venture and their respective subsidiaries, any of their respective officers, directors or managing employees, is currently excluded, debarred, suspended, or otherwise ineligible to participate in all material respects necessary any Programs or has been convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. (3) Neither the Company, the Joint Venture, their respective subsidiaries, nor to ensure that Borrowerthe knowledge of the Company, Ownerthe Joint Venture and their respective subsidiaries, Holdingany officer or director of the Company, and each Master Tenant the Joint Venture or Managertheir respective subsidiaries or any other key personnel of the Company, the Joint Venture or their respective subsidiaries, as applicable, are now, or become HIPAA Compliant. For purposes hereofin the past have been, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant subject to a corporate integrity agreement with the United States Department of Health and Manager, as applicable (x) are or will be in compliance with each Human Services Office of the applicable requirements Inspector General or a similar agreement (e.g., deferred prosecution agreement) with any other governmental authority. (4) To the knowledge of the so-called "Administrative Simplification" provisions Company, the Joint Venture and their respective subsidiaries, except as would not have a Material Adverse Effect, there has been no breach of HIPAA on Information Laws (as defined below) by the Company, the Joint Venture and their respective subsidiaries involving Personal Information (as of each date defined below) that any part thereofis in or has been in the Company’s, the Joint Venture’s or any final rule or regulation thereunder, becomes effective in accordance with its or of their terms, as respective subsidiaries’ possession. (5) This Section 1(ff) constitutes the case may be (each such date, a "HIPAA COMPLIANCE DATE") exclusive representations and (y) are not and could not reasonably be expected to become, as warranties of any date following any such HIPAA Compliance Datethe Company, the Joint Venture and their respective subsidiaries with respect to the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding matters set forth in this Section 1(ff). (other than routine surveys or reviews conducted by any government health plan or other accreditation entity6) that could result The capitalized terms used in any of this Section 1(ff) shall have the foregoing or that could reasonably be expected to adversely affect Borrower's, Owner's, Holding's, or any Master Tenant's or Manager's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager of the then effective provisions of HIPAA.meanings set forth below:

Health Care Matters. (a) Without limiting the generality of any other provision of this Agreement, Borrower, Owner, Holding, Borrower and each Master Tenant and Manager and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower, Owner, Holding, Borrower and such Master Tenant or Manager (with respect to their respective operation of the Projects) shall be in compliance in all material respects with all applicable Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, Borrower and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower, Owner, Holding, Borrower and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) If (i) Borrower, Owner, Holding, Borrower or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, Borrower or any Master Tenant or Manager (with respect to its their respective operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, Borrower or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, Borrower or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (xz) have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Borrower, Owner, Holding, Borrower and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, Borrower and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a "HIPAA COMPLIANCE DATE") and (y) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower's, Owner's, Holding's, 's or any Master Tenant's or Manager's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager of the then effective provisions of HIPAA.