Common use of Health Care Matters Clause in Contracts

Health Care Matters. (a) Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or, any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries. (b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction. (c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws. (d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.

Health Care Matters. Except as set forth in Section 4.18 of the Company Disclosure Schedules: (a) Each Loan Party and its neither the Company nor any Company Subsidiary or any individual directors, members, employees, agents, officers or managers of the Company or the Company Subsidiaries is, and during or the last three years has been, Company Business have engaged in compliance with all any activities which are prohibited under any Health Care Laws applicable and which have had or would reasonably be expected to it and its assetshave, business individually or operationsin the aggregate, a material adverse impact on the Company Business. No Loan Party None of the Company nor any of its Subsidiaries is subject Company Subsidiary have received notice of, and there are no pending or, to the Xxxxx Law Knowledge of the Company, threatened Actions and Proceedings relating to non-compliance by, or Liability of, the Company or any state self-referral LawCompany Subsidiary or the Company Business under any Health Care Laws. No Loan Party None of the Company nor the Company Subsidiaries nor the Company Business is relying -43- on any exemption from or deferral of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or, any equityholder of 5% or more of a Loan Party has been debarred under Health Care Law that would not be available to Buyer after the provisions of 21 U.S.C. §§ 335a(a) or Closing; (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party ) the Company and its the Company Subsidiaries holds have and maintain in full force and effect all Health Care Permits necessary for it that are material to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in operation of the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agenciesCompany Business. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, cancellation, modification, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any is pending or, to the Knowledge of its Subsidiaries. (b) No Loan Party nor any the Company, threatened, and to the Knowledge of its Subsidiariesthe Company, nor any officerno event has occurred and no circumstance exists that would reasonably be expected to result in the revocation, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Partycancellation, has (i) offered or paid or solicited or received any remuneration, in cash or in kindnon-renewal, or made any financial arrangements, in material violation adverse modification of any applicable such Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction.Permit; (c) Each Loan Party the Company and its the Company Subsidiaries is in compliance in meet all of the material respects with HIPAA requirements of participation, coverage, payment and Other Privacy Lawscontinued possession of payment, and has taken commercially reasonable stepswhere applicable, consistent with industry standards, and are parties to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure valid supplier or other misuse. Except as set forth on Schedule 4.26(cparticipation agreements for payment by, Medicare, Medicaid, TRICARE, any other state or federal government health care programs, government contracting agency, other public payor or other programs funded by any public payor (“Programs”), no Loan Party nor any of its Subsidiaries hasprivate insurance company, health maintenance organization, preferred provider organization, managed care organization or other private third party payor program; (d) within the past six three (3) years, suffered none of the Company nor any breach of unsecured protected health information or other personally identifiable information, Company Subsidiary has received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services any current, pending or any outstanding Medicare, Medicaid or other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach reimbursement audits or failure demands relating to the media Company or any Company Subsidiary or any of their respective current or former officers, directors or employees or independent contractors, or the Company Business, that resulted in, or is reasonably expected to result in, any Governmental Authority repayment, recoupment or offset in excess of $100,000 or would reasonably indicate a systemic non-compliance with applicable billing requirements; (including the Secretary e) none of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws. (d) No Loan Party Company nor any of its Subsidiaries, Company Subsidiary nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, the Company Business (i) is a party to or bound by subject to any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, consent decree or other formal similar memorandum of understanding or informal agreement with any Governmental Authority, (ii) is subject to any order, judgment, injunction, award, decree or writ handed down, adopted or imposed by any Governmental Authority concerning compliance that is or would reasonably be expected to be, individually or together with any other order, judgment, injunction, award, decree or writ, material to the operation of the Company Business, or (iii) within the past six (6) years has adopted any board resolutions at the request of any Governmental Authority, in each case that restricts the conducts of its business or that impacts the management or operation of its business in any material adverse manner, in each case, pursuant to Health Care Laws; (f) none of the Company, the Company Subsidiaries, nor their respective officers, directors or managing employees, nor the Company Business, have engaged in any Government Reimbursement Programs activities which are likely to cause civil monetary penalties or the requirements mandatory or permissive exclusion from or other termination of any Health Care PermitProgram. All material reports, documents, claims, applications, and notices required to be filed, maintained or furnished to any Governmental Authority or Program, have been so filed, maintained or furnished and all such reports, documents, claims, applications and notices were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent filing); -44- (g) each of the Company and the Company Subsidiaries and the Company Business has paid, caused to be paid, or notified the applicable parties of all actually known and undisputed material refunds, overpayments, discounts or adjustments which have become due pursuant to such claim submissions; and (h) to the Knowledge of the Company, all personnel providing services to patients are duly licensed and qualified to provide such services and are not otherwise excluded or debarred from participation in any Program.

Health Care Matters. (a) Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or, ,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries. (b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction. (c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws. (d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.

Health Care Matters. (a) Each Loan Party and its each of their respective Subsidiaries is, and during the last three years has been, is in compliance in all material respects with all Health Care Laws and requirements of Third Party Payor Arrangements applicable to it and its assets, business or operations. No Loan Party nor any of its their Subsidiaries is subject to the Xxxxx has received notice of a violation of any Health Care Law or requirement of any state self-referral LawHealth Care Permit or Third Party Payor Arrangement. No Loan Party nor any of its their Subsidiaries participates in or receives reimbursement has been excluded from any Third Party Payor Arrangement or Government Reimbursement Program. No Loan Party nor , or been convicted or plead guilty or nolo contendere to any alleged violation of, or paid any fines or settlements in connection with any alleged violation of its Subsidiaries, directors, officers, employees or, any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or Health Care Law, (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. ) Each Loan Party and its each of their Subsidiaries holds in full force and effect (without default, violation or noncompliance) all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or and facilities and to conduct its business and operations as presently conducted. To the extent required or customary in the industry conducted (including to obtain reimbursement under all Third Party Payor Arrangements in which it is engagedparticipates). Notwithstanding the generality of the foregoing, at all times since February 17, 2009, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agencieswas accredited by the Community Health Accreditation Program. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held Permit. (c) There is no pending (or, to the knowledge of any Loan Party, threatened) investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator against or affecting any Loan Party or any Subsidiary of its Subsidiariesany Loan Party, relating to any actual or alleged non-compliance with any Health Care Law or requirement of any Health Care Permit or Third Party Payor Arrangement. There are no facts, circumstances or conditions that would reasonably be expected to form the basis for any such proceeding described in the immediately preceding sentence against or affecting any Loan Party or any Subsidiary of any Loan Party. (bd) Each Loan Party and each of their respective Subsidiaries has timely filed or caused to be timely filed all cost reports and other reports of every kind whatsoever required by any Government Reimbursement Program or Third Party Payor Arrangement to have been filed or made with respect to the operations of the Loan Parties. There are no claims, actions or appeals pending before CMS, any administrative contractor, intermediary or carrier or any other Governmental Authority with respect to any Government Reimbursement Programs cost reports or claims filed by any Loan Party, or any disallowance by any Governmental Authority in connection with any audit of such cost reports. No Loan Party nor any of their Subsidiaries (i) has retained an overpayment received from, or failed to refund any amount due to any Government Reimbursement Program or other Third Party Payor in violation of any Health Care Law or Third Party Payor Arrangement, or (ii) has received written notice of, or has knowledge of, any overpayment or refunds due to any Third Party Payor or Government Reimbursement Program. (e) No Loan Party nor any of its their Subsidiaries, nor any officer, affiliate affiliate, employee or managing employee agent of any Loan Party or any Subsidiary of any Loan Party, nor, to the knowledge of any Loan Party or any of their Subsidiaries, any of their respective clients or customers, has made an untrue statement of a material fact or fraudulent statement to any Governmental Authority, failed to disclose a material fact that must be disclosed to any Governmental Authority, or committed an act, made a statement or failed to make a material statement that, at the time such statement, disclosure or failure to disclose occurred, would constitute a violation of any Health Care Law. (f) No Loan Party nor any of their Subsidiaries, nor any owner, officer, director, partner, agent or managing employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in any Loan Party or any Subsidiary of any Loan Party, has (i) offered been excluded from any Governmental Reimbursement Program or paid Third Party Payor Arrangement or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Lawhad a civil monetary penalty assessed pursuant to 42 U.S.C. § 1320a-7; (ii) given any gift or gratuitous payment been convicted (as that term is defined in 42 C.F.R. §1001.2) of any kindof those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, nature 1035, 1347 or description 1518, including, without limitation any of the following categories of offenses: (whether A) criminal offenses relating to the delivery of an item or service under any federal health care program (as that term is defined in money42 U.S.C. §1320a-7b) or healthcare benefit program (as that term is defined in 18 U.S.C. §24b), property (B) criminal offenses under federal or servicesstate law relating to patient neglect or abuse in connection with the delivery of a healthcare item or service, (C) criminal offenses under laws relating to fraud and abuse, theft, embezzlement, false statements to third parties, money laundering, kickbacks, breach of fiduciary responsibility or other financial misconduct in material violation connection with the delivery of a healthcare item or service or with respect to any act or omission in a program operated by or financed in whole or in part by any federal, state or local governmental agency, (D) laws relating to the interference with or obstruction of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; investigations into any criminal offenses described in this clause (iii) made any contribution, payment or gift of funds or property toe), or for (E) criminal offenses under laws relating to the private use ofunlawful manufacturing, any governmental officialdistribution, employee prescription or agent where either the contribution, payment or gift or the purpose dispensing of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Lawa controlled substance; or (vi4) published been involved or communicated named in a U.S. Attorney complaint made or any other action taken pursuant to any person using any Loan Party’s the False Claims Act under 31 U.S.C. §§3729-3731 or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdictionqui tam action brought pursuant to 31 U.S.C. §3729 et seq. (cg) Each Loan Party and its each of their respective Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy LawsHIPAA. Further, and has taken commercially reasonable stepsin each arrangement that is a business associate arrangement under HIPAA, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to of their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has respective Subsidiaries has: (i) entered into a written business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are term is defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”under the HIPAA regulations) which fully addresses that substantially meets the requirements of HIPAA; (ii) at all times complied in all material respects with such business associate agreements in respect of the HIPAA privacy or security standards; and Other Privacy Laws(iii) at no time experienced, had or received a report of a material unauthorized use or disclosure of Protected Health Information (as defined in the HIPAA regulations) or privacy or security breach or other privacy or security incident within the meaning of HIPAA. (dh) No Loan Party nor any of its their Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with any Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.

Health Care Matters. (a) Each Loan Party and its Subsidiaries isThe Company is in, and during for the last three past six (6) years has beenbeen in, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or, any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries. (b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction. (c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy all Health Care Laws. There are no Actions, and has taken commercially reasonable stepsaudits or investigations pending, consistent with industry standards, and or to the extent required by applicable lawKnowledge of the Company, such that patient, health, protected threatened against the Company alleging any violation of or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within non-compliance with a Health Care Law and for the past six (6) years, suffered any breach of unsecured protected health information or other personally identifiable information, the Company has not received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Lawsor, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary Knowledge of the U.S. Department Company, oral notice, alleging any violation of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to non-compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would a Health Care Law. The Company is not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws. (d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to to, or bound by by, any order, individual integrity agreement, agreement or corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority Entity concerning compliance with Health Care Laws. The Company is not (i) engaged in the practice of medicine or nursing or (ii) a Medicare Part D contractor. Each Health Care Professional holds all required licensure, permits, accreditations, certifications, training or other qualifications in good standing in all jurisdictions where required. (b) The Company and the Business are, and for the past six (6) years have been, in compliance with the federal Xxxx-Xxxxxxxx Xxxxxxx, 00 X.X.X. § 0000x-0x and all applicable federal and state anti-inducement and fraud, waste and abuse laws, including the solicitation or acceptance of improper incentives involving Persons operating in the health care industry, including, without limitation, all Health Care Laws and Laws prohibiting or regulating fraud and abuse, patient referrals or provider or patient incentives and the Company has not caused, directed, aided and abetted, instructed, interfered with, conspired with, or collaborated with, whether express or implied, directly or indirectly, any Government Reimbursement Programs third party to violate such Laws. (c) Neither the Company nor any stockholder, director or officer of the requirements Company: (i) has been charged with or convicted of any violation of any Health Care PermitLaw; (ii) has been convicted of any violation of Laws related to Fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; (iii) has been convicted of or charged with any felony; or (iv) is excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Government Sponsored Health Care Program. The Company has disclosed all matters contemplated in this Section 2.24(c) to all Governmental Entities where required by Law or otherwise required by any application filed with any Governmental Entity. (d) No person has filed or, to the Knowledge of the Company has threatened to file against the Company an Action under any federal or state whistleblower statute, including without limitation, under the False Claims Act, 31 U.S.C. §§ 3729-3733, nor, to the Company’s Knowledge is there any basis for such Actions. (e) The Company maintains, and has in the prior five (5) years maintained, written policies and procedures required by the Information Privacy and Security Laws and sufficient to protect the privacy and security of all “individually identifiable health information” (as that term is defined in HIPAA) and maintains, and has in the prior five (5) years maintained, commercially reasonable security procedures, including physical, administrative and technical safeguards, to ensure the confidentiality, integrity, availability and security of protected health information, (“PHI”), as defined in 45 C.F.R. § 160.103, in the Company’s possession, custody, or control against unauthorized access, use, modification, destruction, disclosure, processing, or {00194413.DOCX;12 }

Health Care Matters. (a) Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Xxxxx Law or any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or, ,any equityholder of 5% or more of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is engaged, each Loan Party and its Subsidiaries has obtained and maintains in good -177- LEGAL_US_W # 114834644.8114834644.17 standing and without limitation or impairment accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit held by any Loan Party or any of its Subsidiaries. (b) No Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial arrangements, in material violation of any applicable Health Care Law; Law; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) in material violation of any applicable Health Care LEGAL_US_W # 114834644.8114834644.17 Law; Law; (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books or records in material violation of applicable Health Care Laws; Laws; (v) made any payment to any person with the intention that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the equivalent Governmental Authority having jurisdiction. (c) Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient, health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six years, suffered any breach of unsecured protected health information or other personally identifiable information, received any written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews, analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate agreement with each third party acting as a “covered entity” or as a “business associate” or “subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other Privacy Laws. (d) No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care Permit.