Common use of Healthcare Matters Clause in Contracts

Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting the generality of Section 4.6 hereof or any other representation or warranty made herein, each Loan Party and, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant, is in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes or any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) To the knowledge of the Responsible Officers of the Loan Parties, the business practices of each Tenant under an Ensign Master Lease and each Eligible Tenant are in compliance with, as applicable to their respective businesses, federal or state laws regarding physician ownership of (or financial relationship with) and referral to entities providing healthcare related goods or services, or laws requiring disclosure of financial interests held by physicians in entities to which they may refer patients for the provisions of health care related goods or services, except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatened, against any Tenant under an Ensign Master Lease and any Eligible Tenant, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (ii) [Reserved]. (iii) In accordance with applicable Health Care Laws and except where such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has: (i) verified that all employees, independent contractors and other suppliers, including physicians, advanced practice nurses, dentists, therapists and physician assistants providing clinical services have valid and current licenses, permits and credentials, (ii) conducted criminal background checks on all such persons, and (iii) verified that none of such persons is included on an applicable federal, state or other applicable listing of excluded persons, including the HHS/OIG List of Excluded Individuals/Entities, prior to their employment or engagement as contractors, as applicable, and have continued to conduct such verifications on all such persons thereafter, as required by such applicable Health Care Laws. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, (i) all cost reports, other reports, data, claims and information required to be filed by any Tenant under an Ensign Master Lease or any Eligible Tenant in connection with any applicable state or federal healthcare program (“Program”) have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing if so required); (ii) there are no claims, actions or appeals pending (and to the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant has made any filing or submission that would result in any claims, actions or appeals) before any court, regulatory body, administrative agency, governmental body, arbitrator or other authority (including governmental fiscal agents) with respect to any Program reports or claims filed by a Tenant under an Ensign Master Lease or an Eligible Tenant on or before the date hereof, or with respect to any disallowances by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any audit or any claims; (iii) no validation review, survey, inspection or program integrity review related to any Tenant under an Ensign Master Lease or any Eligible Tenant has been conducted by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any Program within the past three (3) years, and no such reviews are scheduled, pending, threatened against or affecting any Tenant under an Ensign Master Lease or any Eligible Tenant. (v) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has paid or caused to be paid or will pay in connection with its next quarterly credit balance all known and undisputed material refunds that have become due, overpayments or adjustments, except to the extent such failure to pay has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting the generality of Section 4.6 hereof or any other representation or warranty made herein, each Loan Party and, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under with respect to an Ensign Master Lease and each Eligible TenantUnencumbered Pool Property, is in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes or any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) To the knowledge of the Responsible Officers of the Loan Parties, the business practices of each Tenant under an Ensign Master Lease and each Eligible Tenant are in compliance with, as applicable to their respective businesses, federal or state laws regarding physician ownership of (or financial relationship with) and referral to entities providing healthcare related goods or services, or laws requiring disclosure of financial interests held by physicians in entities to which they may refer patients for the provisions of health care related goods or services, except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatenedthreatened in writing, against any Tenant under with respect to an Ensign Master Lease and any Eligible TenantUnencumbered Pool Property, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (ii) [Reserved]. (iii) In accordance with applicable Health Care Laws and except where such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has: (i) verified that all employees, independent contractors and other suppliers, including physicians, advanced practice nurses, dentists, therapists and physician assistants providing clinical services have valid and current licenses, permits and credentials, (ii) conducted criminal background checks on all such persons, and (iii) verified that none of such persons is included on an applicable federal, state or other applicable listing of excluded persons, including the HHS/OIG List of Excluded Individuals/Entities, prior to their employment or engagement as contractors, as applicable, and have continued to conduct such verifications on all such persons thereafter, as required by such applicable Health Care Laws. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, (i) all cost reports, other reports, data, claims and information required to be filed by any Tenant under an Ensign Master Lease or any Eligible Tenant in connection with any applicable state or federal healthcare program (“Program”) have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing if so required); (ii) there are no claims, actions or appeals pending (and to the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant has made any filing or submission that would result in any claims, actions or appeals) before any court, regulatory body, administrative agency, governmental body, arbitrator or other authority (including governmental fiscal agents) with respect to any Program reports or claims filed by a Tenant under an Ensign Master Lease or an Eligible Tenant on or before the date hereof, or with respect to any disallowances by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any audit or any claims; (iii) no validation review, survey, inspection or program integrity review related to any Tenant under an Ensign Master Lease or any Eligible Tenant has been conducted by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any Program within the past three (3) years, and no such reviews are scheduled, pending, threatened against or affecting any Tenant under an Ensign Master Lease or any Eligible Tenant. (vc) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under with respect to an Ensign Master Lease and each Eligible Tenant Unencumbered Pool Property has paid or caused to be paid or will pay in connection with its next quarterly credit balance all known and undisputed material refunds that have become due, overpayments or adjustments, except to the extent such failure to pay has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting the generality of Section 4.6 hereof or any other representation or warranty made herein, each Loan Party and, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under with respect to an Ensign Master Lease and each Eligible TenantUnencumbered Pool Property, is in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes or any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) To the knowledge of the Responsible Officers of the Loan Parties, the business practices of each Tenant under an Ensign Master Lease and each Eligible Tenant are in compliance with, as applicable to their respective businesses, federal or state laws regarding physician ownership of (or financial relationship with) and referral to entities providing healthcare related goods or services, or laws requiring disclosure of financial interests held by physicians in entities to which they may refer patients for the provisions of health care related goods or services, except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatened, against any Tenant under with respect to an Ensign Master Lease and any Eligible TenantUnencumbered Pool Property, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (ii) [Reserved]. (iii) In accordance with applicable Health Care Laws and except where such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has: (i) verified that all employees, independent contractors and other suppliers, including physicians, advanced practice nurses, dentists, therapists and physician assistants providing clinical services have valid and current licenses, permits and credentials, (ii) conducted criminal background checks on all such persons, and (iii) verified that none of such persons is included on an applicable federal, state or other applicable listing of excluded persons, including the HHS/OIG List of Excluded Individuals/Entities, prior to their employment or engagement as contractors, as applicable, and have continued to conduct such verifications on all such persons thereafter, as required by such applicable Health Care Laws. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, (i) all cost reports, other reports, data, claims and information required to be filed by any Tenant under an Ensign Master Lease or any Eligible Tenant in connection with any applicable state or federal healthcare program (“Program”) have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing if so required); (ii) there are no claims, actions or appeals pending (and to the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant has made any filing or submission that would result in any claims, actions or appeals) before any court, regulatory body, administrative agency, governmental body, arbitrator or other authority (including governmental fiscal agents) with respect to any Program reports or claims filed by a Tenant under an Ensign Master Lease or an Eligible Tenant on or before the date hereof, or with respect to any disallowances by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any audit or any claims; (iii) no validation review, survey, inspection or program integrity review related to any Tenant under an Ensign Master Lease or any Eligible Tenant has been conducted by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any Program within the past three (3) years, and no such reviews are scheduled, pending, threatened against or affecting any Tenant under an Ensign Master Lease or any Eligible Tenant. (vc) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under with respect to an Ensign Master Lease and each Eligible Tenant Unencumbered Pool Property has paid or caused to be paid or will pay in connection with its next quarterly credit balance all known and undisputed material refunds that have become due, overpayments or adjustments, except to the extent such failure to pay has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting the generality of Section 4.6 hereof or any other representation or warranty made herein, each Loan Party and, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenantwith respect to a Borrowing Base Property, is in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes or any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ib) To the knowledge of the Responsible Officers of the Loan Parties, the business practices of each Tenant under an Ensign Master Lease and each Eligible Tenant are in compliance with, as applicable to their respective businesses, federal or state laws regarding physician ownership of (or financial relationship with) and referral to entities providing healthcare related goods or services, or laws requiring disclosure of financial interests held by physicians in entities to which they may refer patients for the provisions of health care related goods or services, except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatened, against any Tenant under an Ensign Master Lease and any Eligible Tenantwith respect to a Borrowing Base Property, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (ii) [Reserved]. (iii) In accordance with applicable Health Care Laws and except where such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has: (i) verified that all employees, independent contractors and other suppliers, including physicians, advanced practice nurses, dentists, therapists and physician assistants providing clinical services have valid and current licenses, permits and credentials, (ii) conducted criminal background checks on all such persons, and (iii) verified that none of such persons is included on an applicable federal, state or other applicable listing of excluded persons, including the HHS/OIG List of Excluded Individuals/Entities, prior to their employment or engagement as contractors, as applicable, and have continued to conduct such verifications on all such persons thereafter, as required by such applicable Health Care Laws. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, (i) all cost reports, other reports, data, claims and information required to be filed by any Tenant under an Ensign Master Lease or any Eligible Tenant in connection with any applicable state or federal healthcare program (“Program”) have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing if so required); (ii) there are no claims, actions or appeals pending (and to the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant has made any filing or submission that would result in any claims, actions or appeals) before any court, regulatory body, administrative agency, governmental body, arbitrator or other authority (including governmental fiscal agents) with respect to any Program reports or claims filed by a Tenant under an Ensign Master Lease or an Eligible Tenant on or before the date hereof, or with respect to any disallowances by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any audit or any claims; (iii) no validation review, survey, inspection or program integrity review related to any Tenant under an Ensign Master Lease or any Eligible Tenant has been conducted by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any Program within the past three (3) years, and no such reviews are scheduled, pending, threatened against or affecting any Tenant under an Ensign Master Lease or any Eligible Tenant. (vc) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant with respect to a Borrowing Base Property has paid or caused to be paid or will pay in connection with its next quarterly credit balance all known and undisputed material refunds that have become due, overpayments or adjustments, except to the extent such failure to pay has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting Except where the generality of Section 4.6 hereof or any other representation or warranty made herein, each Loan Party and, failure to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant, is be in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes or any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) To the knowledge of the Responsible Officers of the Loan Parties, the business practices of each Tenant under an Ensign Master Lease and each Eligible Tenant are in compliance with, as applicable to their respective businesses, federal or state laws regarding physician ownership of (or financial relationship with) and referral to entities providing healthcare related goods or services, or laws requiring disclosure of financial interests held by physicians in entities to which they may refer patients for the provisions of health care related goods or services, except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatened, against any Tenant under an Ensign Master Lease and any Eligible Tenant, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (ii) [Reserved]. (iii) In accordance with applicable Health Care Laws and except where such noncompliance has not had or foregoing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Seller is, and for the past six years has been, in uninterrupted compliance in all respects with all applicable Healthcare Laws. No Actions, written notices or claims have been received by, and no claims have been filed or threatened against, Seller alleging a violation of any applicable Healthcare Laws, including any whistleblower or qui tam lawsuit. There are no Actions of any Governmental Authority pending or threatened against Seller alleging a violation of Healthcare Laws in connection with the Business. Seller has made available to Buyer copies of all material correspondence to and from all Governmental Authorities and inspectors and copies of all customer audit reports reasonably related to compliance with Healthcare Laws by Seller with respect to the knowledge Business and the Purchased Assets. (b) Seller has no agreements with customers or any third parties pursuant to which such customer or third party provided remuneration to Seller in a manner or amount that varied based on the success or failure of any claim for payment, prior authorization, or other similar submission made by the Responsible Officers customer or third party to any Governmental Health Program. Nxxxxxx Xxxxxx, nor any equityholder, director, manager, officer, managing employee (as such term is defined in 42 U.S.C. § 1320a-5(b)), vendor, agent or independent contractor of the Loan PartiesSeller is currently or has been, each Tenant under an Ensign Master Lease and each Eligible Tenant hasor to Seller’s Knowledge, is being or has been threatened to be: (i) verified debarred under 21 U.S.C. § 335a or any similar state or foreign Law or regulation, excluded or suspended from participating in any Governmental Health Program or otherwise excluded under any state or foreign Law or regulation; (ii) subject to a civil monetary penalty assessed under Section 1128A of the Social Security Act, sanctioned, indicted or convicted of a crime, or pled nolo contendere or to sufficient facts, in connection with any allegation of violation of any Governmental Health Program requirement or Law; (iii) listed on the General Services Administration’s published list of parties excluded from federal procurement programs and non-procurement programs; (iv) designated a Specially Designated National or Blocked Person by the Office of Foreign Asset Control of the U.S. Department of Treasury; or (v) subject to any other debarment, exclusion or sanction list or database. (c) Seller has not knowingly and willfully offered, paid, solicited or received anything of value, directly or indirectly, overtly or covertly, in cash or in kind, in contravention of any Healthcare Law in order to induce business. Seller has not made a payment, directly or indirectly, to any Healthcare Provider as an inducement to reduce or limit medically necessary services. Seller has not Knowingly made payments to charitable organizations as part of a written or unwritten agreement in which the charitable organization has given any patients priority to receive either premium assistance or other benefits. Seller has no Knowledge of any of its donations to charitable organizations being earmarked or otherwise set aside for premium assistance or other charitable benefits to any patients. Seller has not received information from a charity that all employees, independent contractors and identifies the recipients of the charity’s premium assistance or other suppliers, including physicians, advanced practice nurses, dentists, therapists and physician assistants providing benefits. Seller has not made nor is it in the process of making a voluntary self-disclosure required or permitted pursuant any Healthcare Laws. (d) Seller has not (i) conducted clinical services have valid and current licenses, permits and credentialsresearch or trials, (ii) conducted criminal background checks on all such persons, and engaged in activity that requires reporting to an Institutional Review Board or (iii) verified that none of such persons is included on an applicable federal, state or other applicable listing of excluded persons, including acted as a contract research organization in connection with the HHS/OIG List of Excluded Individuals/Entities, prior to their employment or engagement as contractors, as applicable, and have continued to conduct such verifications on all such persons thereafter, as required by such applicable Health Care LawsBusiness. (ive) Except as would notSeller has not engaged in any activity that is prohibited under the Federal Controlled Substances Act, individually 21 U.S.C. § 801 et seq., or in the aggregateapplicable regulations promulgated thereunder, reasonably be expected to have a Material Adverse Effect, to concerning the knowledge dispensing and sale of the Responsible Officers of the Loan Parties, (i) all cost reports, other reports, data, claims and information required to be filed by any Tenant under an Ensign Master Lease or any Eligible Tenant controlled substances in connection with the Business. Seller has not received any applicable FDA 483 letters or other FDA correspondence indicating noncompliance with the FDCA. To the extent the Business involves sterile compounding, Seller has conducted such compounding in accordance with USP 797 standards. (f) Seller is and has at all times been in compliance in all respects with HIPAA and state and local laws and regulations governing the privacy, security, and exchange of health information and has implemented written policies and procedures, as well as other administrative, physical and technical safeguards, that comply with HIPAA. Seller has not made any disclosures or federal healthcare program notifications to any Governmental Authority or customer regarding a “breach” of “protected health information” (“ProgramPHI”) have been timely filed and were true and complete at in the time filed (possession or were corrected in under the control of Seller. Seller has not received any written complaints, audit requests, or supplemented notices from any Governmental Authority regarding Seller’s uses or disclosures of PHI or breaches of PHI alleging a violation of HIPAA. No “breach” by a subsequent filing if so required); (ii) there are no claims, actions Seller or appeals pending (and to the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant its “workforce,” or successful “security incident,” has made any filing or submission that would result in any claims, actions or appeals) before any court, regulatory body, administrative agency, governmental body, arbitrator or other authority (including governmental fiscal agents) occurred with respect to any Program reports PHI in the possession or claims filed by a Tenant under an Ensign Master Lease the control of Seller, its “workforce” or an Eligible Tenant on or before its “business associates” that requires notification to the date hereof, or United States Secretary of Health and Human Services under HIPAA. Seller has trained its “workforce” with respect to any disallowances obligations under HIPAA. Seller has undertaken an enterprise-wide security risk analysis, has implemented risk management activities required by any regulatory bodyHIPAA and has implemented appropriate corrective action to address all vulnerabilities identified through such risk analyses. Seller has written, administrative agencysigned, governmental body and HIPAA-compliant business associate agreements, when required, with each Person that is a “covered entity” or other authority “subcontractor” to which Seller acts as a “business associate.” All quoted terms in this Section 3.25(f) shall have the meaning ascribed to them in HIPAA as of the date of this Agreement. Seller has not engaged, and Sxxxxx does not engage, in the de-identification of PHI in a manner that would require compliance with 45 C.F.R. § 164.514(b). (including governmental fiscal agentsg) Seller maintains, and in the last six years has maintained, a compliance program having the elements of an effective corporate compliance and ethics program identified in U.S.S.G. § 8B2.1. There are no outstanding compliance-related complaints or reports, ongoing internal compliance investigations, or compliance corrective actions. (h) Seller has not applied for or received CARES Act Provider Relief Payments in connection with any audit or any claims; (iii) no validation review, survey, inspection or program integrity review related to any Tenant under an Ensign Master Lease or any Eligible Tenant has been conducted by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any Program within the past three (3) years, and no such reviews are scheduled, pending, threatened against or affecting any Tenant under an Ensign Master Lease or any Eligible TenantBusiness. (v) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has paid or caused to be paid or will pay in connection with its next quarterly credit balance all known and undisputed material refunds that have become due, overpayments or adjustments, except to the extent such failure to pay has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting Except as could not reasonably be expected to have a Material Adverse Effect, neither the generality Borrower nor any of Section 4.6 hereof its Restricted Subsidiaries is currently nor has been at any time prior to the Closing Date: (i) convicted of an offense or committed an act or omission which could reasonably form a basis under 42 U.S.C. § 1320a-7 or 42 U.S.C. §1395nn and any statutes succeeding thereto and any regulations promulgated thereunder for the Secretary of HHS to exclude the Borrower or any of its Restricted Subsidiaries from participation in a Federal health care program; or (ii) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Medicaid Provider Agreement, Medicare Provider Agreement or other representation agreement or warranty made hereininstrument to Table of Contents which the Borrower or any of its Restricted Subsidiaries is a party, each Loan Party andwhich default has resulted in, or could reasonably be expected to result in, the revocation, termination, cancellation or suspension of Medicaid Certification or Medicare Certification of the Borrower or any of its Restricted Subsidiaries. (b) To knowledge of Holdings and the Borrower and except as could not reasonably be expected to have a Material Adverse Effect, no Contract Provider: (i) is a party to any judgment, order, decree, agreement or instrument, or subject to restrictions; (ii) is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Medicaid Provider Agreement, Medicare Provider Agreement or other agreement or instrument to which such Person is a party, which default has resulted in, or could reasonably be expected to result in, the revocation, termination, cancellation or suspension of the Medicaid Certification or the Medicare Certification of such Person; or (iii) has been convicted of an offense or has committed an act or omission which could reasonably form a basis under 42 U.S.C. § 1320a-7 or 42 U.S.C. §1395nn and any statutes succeeding thereto and regulations promulgated thereunder for the Secretary of HHS to exclude the Contract Provider from participation in a Federal health care program. (c) Except as disclosed in Schedule 8.20, there is no action, suit, investigation or proceeding at law or in equity or by or before any Governmental Authority or agency or arbitral body pending, or, to the knowledge of Holdings and the Responsible Officers Borrower, threatened by or against the Borrower or any of its Restricted Subsidiaries or, to the knowledge of Holdings and the Borrower, any Contract Provider, or affecting the Borrower or any of its Restricted Subsidiaries or, to the knowledge of Holdings or the Borrower, any Contract Provider or any properties or rights of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant, is in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes Borrower or any regulations promulgated pursuant of its Restricted Subsidiaries or, to the knowledge of Holdings and the Borrower, any Contract Provider, which could reasonably be expected to (i) result in the revocation, termination, cancellation or suspension of Medicaid Certification or Medicare Certification of such lawsPerson or (ii) result in the exclusion of such Person from participation in a Federal health care program except, includingin each case, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.)with respect to any Contract Provider or any Subsidiary that is not a Credit Party only, as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but could not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Neither the Borrower nor any of its Restricted Subsidiaries is engaged in or has engaged in any course of conduct that could subject any of their respective properties to any Lien, seizure or other forfeiture under any racketeer influenced and corrupt organizations law, whether civil or criminal, or other similar laws. (e) Except as disclosed in Schedule 8.20 or as could not reasonably be expected to have a Material Adverse Effect, (i) To the Accounts of the Borrower and each of its Restricted Subsidiaries and, to the knowledge of Holdings and the Responsible Officers Borrower, each Table of Contents Contract Provider have been and will continue to be adjusted to reflect reimbursement policies of Third Party Payors such as Medicare, Medicaid, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations, alternative delivery systems, managed care systems, government contracting agencies and other Third Party Payors and (ii) Accounts relating to such Third Party Payors do not and shall not exceed amounts any Credit Party is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, except for overpayments, returns or adjustments in the ordinary course of business. (f) Except as could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of Holdings or the Borrower, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under federal Medicare and Xxxxxxxx xxxxxxxx, 00 X.X.X. §0000x-0x, or 42 U.S.C. §1395nn or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, or which are prohibited under any statute which constitutes a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the Loan Partiesoccurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (x) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by a Federal health care program or other applicable Third Party Payors, or (y) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable Third Party Payors; (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any Person to induce such Person (x) to refer an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a Federal health care program, or (y) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in party under a Federal health care program. (g) Except as could not reasonably be expected to have a Material Adverse Effect, the business practices of each Tenant under an Ensign Master Lease Borrower and each Eligible Tenant are of its Restricted Subsidiaries and, to the knowledge of Holdings and the Borrower, each Contract Provider, has, to the extent applicable: (i) obtained (or been duly assigned) and maintains all required certificates of Table of Contents need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in compliance withor operation of its businesses as currently operated; (ii) obtained and maintains in good standing all required licenses; (iii) to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; (iv) obtained and maintains Medicaid Certification and Medicare Certification; and (v) entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement. (h) Except as applicable to set forth on Schedule 8.20, neither the Borrower, any of its Restricted Subsidiaries nor any of their respective businessesdirectors, officers or management employees is: (i) a party to a corporate integrity agreement with the Office of Inspector General of HHS; (ii) subject to reporting obligations pursuant to any settlement agreement entered into with any governmental entity; (iii) as of the Closing Date, the subject of any government payor program investigation conducted by any federal or state laws regarding physician ownership of enforcement agency; (iv) to its knowledge, a defendant in any qui tam/False Claims Act litigation, except as could not reasonably be expected to have a Material Adverse Effect; (v) served with or financial relationship withreceived any search warrant in any qui tam/False Claims Act litigation except as could not reasonably be expected to result in a Material Adverse Effect; (vi) and referral to entities providing healthcare related goods served with or servicesreceived any search warrant, subpoena, civil investigative demand, contact letter, or laws requiring disclosure of financial interests held telephone or personal contact by physicians in entities or from any federal or state enforcement agency relating to which they may refer patients for the provisions of health care related goods or servicesany investigation, except as could not reasonably be expected to have a Material Adverse Effect; (vii) subject to any complaints from employees, independent contractors, vendors, physicians, or any other person that would indicate that the extent such non-compliance Credit Parties have violated any material law or regulation, except as could not reasonably be expected to have a Material Adverse Effect; (viii) in violation of HIPAA, except as would notnot reasonably be expected to have a Material Adverse Effect, individually or (ix) in the aggregateviolation of 42 U.S.C. §1320a-7(b) or 42 U.S.C. §1395nn, except as could not reasonably be expected to have a Material Adverse Effect. To For purposes of this Agreement, the knowledge term “compliance program” refers to provider programs of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatened, against any Tenant under an Ensign Master Lease and any Eligible Tenant, which, individually or type described in the aggregate, would reasonably be expected to result in a Material Adverse Effectcompliance guidance published by the Office of Inspector General of HHS. (ii) [Reserved]. (iii) In accordance with applicable Health Care Laws and except where such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has: (i) verified that all employees, independent contractors and other suppliers, including physicians, advanced practice nurses, dentists, therapists and physician assistants providing clinical services have valid and current licenses, permits and credentials, (ii) conducted criminal background checks on all such persons, and (iii) verified that none of such persons is included on an applicable federal, state or other applicable listing of excluded persons, including the HHS/OIG List of Excluded Individuals/Entities, prior to their employment or engagement as contractors, as applicable, and have continued to conduct such verifications on all such persons thereafter, as required by such applicable Health Care Laws. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan Parties, (i) all cost reports, other reports, data, claims and information required to be filed by any Tenant under an Ensign Master Lease or any Eligible Tenant in connection with any applicable state or federal healthcare program (“Program”) have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing if so required); (ii) there are no claims, actions or appeals pending (and to the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant has made any filing or submission that would result in any claims, actions or appeals) before any court, regulatory body, administrative agency, governmental body, arbitrator or other authority (including governmental fiscal agents) with respect to any Program reports or claims filed by a Tenant under an Ensign Master Lease or an Eligible Tenant on or before the date hereof, or with respect to any disallowances by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any audit or any claims; (iii) no validation review, survey, inspection or program integrity review related to any Tenant under an Ensign Master Lease or any Eligible Tenant has been conducted by any regulatory body, administrative agency, governmental body or other authority (including governmental fiscal agents) in connection with any Program within the past three (3) years, and no such reviews are scheduled, pending, threatened against or affecting any Tenant under an Ensign Master Lease or any Eligible Tenant. (v) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has paid or caused to be paid or will pay in connection with its next quarterly credit balance all known and undisputed material refunds that have become due, overpayments or adjustments, except to the extent such failure to pay has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.