Common use of Healthcare Regulatory Matters Clause in Contracts

Healthcare Regulatory Matters. The Company and each of its Subsidiaries have implemented procedures and programs reasonably designed to assure that each of its managed independent or assisted living facilities are operated in compliance in all material respects with all applicable Laws. For the two (2) years preceding the Effective Date, none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any employee of the Company or any of its Subsidiaries (acting in their capacity as such) has given, received, offered to pay or solicited any remuneration from, in cash or kind, directly or indirectly, any past or present resident, physician, other healthcare provider, supplier, contractor or other Person in connection with the operation of the business of the Company in violation of applicable Laws, except in each case as would not individually or in the aggregate reasonably be expected to be material to the Company and its Subsidiaries take as whole. For the two (2) years preceding the Effective Date, none of the Company or any of its Subsidiaries: (i) is or has been a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlements, orders, or similar agreements with or imposed by any Governmental Entity with respect to its managed independent or assisted living facilities, (ii) has been assessed a material civil monetary penalty under Section 1128A of the Social Security Act or any regulations promulgated thereunder or any other fine or penalty by any other Governmental Entity with respect to its managed independent or assisted living facilities, (iii) has been charged with, convicted of or entered a plea of guilty or nolo contendere to any criminal or civil offense relating to the delivery of any item or service or any other violation of Laws or (iv) is or has been debarred, excluded or suspended from participating in any federal health care program, except in each case as would not individually or in the aggregate reasonably be expected to be material to the Company and its Subsidiaries take as whole.

Healthcare Regulatory Matters. The Company (a) Except as set forth on Schedule 2.12(a), the Company, HSW and each of its Subsidiaries MHM are, and have implemented procedures and programs reasonably designed to assure that each of its managed independent or assisted living facilities are operated been since January 1, 2017, in material compliance in all material respects with all applicable Health Care Laws. For the two . (2b) years preceding the Effective DateThe Company, HSW and MHM do not presently participate in or submit claims to or have previously participated in or submitted claims to any Federal Health Care Program or Payor. (c) Since January 1, 2017, none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any employee HSW or MHM, and none of the their current or previous officers, directors or employees, Company has been convicted of, formally charged with or, investigated for a Federal Health Care Program-related material offense or any of its Subsidiaries (acting in their capacity as such) has given, received, offered to pay or solicited any remuneration from, in cash or kind, directly or indirectly, any past or present resident, physician, other healthcare provider, supplier, contractor or other Person in connection with the operation of the business of the Company in material violation of applicable Lawsfederal or state Law related to fraud, except in each case as would not individually or in the aggregate reasonably be expected to be material to the Company and its Subsidiaries take as whole. For the two (2) years preceding the Effective Datetheft, none embezzlement, breach of the Company or any of its Subsidiaries: (i) is or has been a party to any corporate integrity agreementsfiduciary responsibility, monitoring agreements, consent decrees, settlements, ordersfinancial misconduct, or similar agreements with or imposed by any Governmental Entity with respect to its managed independent or assisted living facilitiesobstruction of an investigation of controlled substances, (ii) has been assessed a material civil monetary penalty under Section 1128A of the Social Security Act or any regulations promulgated thereunder or any other fine or penalty by any other Governmental Entity with respect to its managed independent or assisted living facilities, (iii) has been charged with, convicted of or entered a plea of guilty or nolo contendere to any criminal or civil offense relating to the delivery of any item or service or any other violation of Laws or (iv) is or has been debarred, excluded or suspended from participating participation in any federal Federal Health Care Program, for, or been subject to any order or consent decree of, or criminal or civil fine or penalty imposed by, any Governmental Body related to, fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, or obstruction of an investigation of controlled substances. (d) To the extent required by applicable Laws, each of the Company Service Providers, HSW Service Providers and MHM Service Providers who provides, or the former health care programprofessional who provided, in the past year, professional medical services (i) is (or was during such time s/he was providing services on behalf of the Company Group) a licensed healthcare provider who maintains, and during such time s/he was in the service of Company Group or MHM since January 1, 2014, maintained or has maintained, an active and unrestricted license in the state(s) in which s/he provides or provided such services on behalf of Company, HSW or MHM without being subject to any disciplinary or corrective action, and (ii) to the extent such Company Service Provider, HSW Service Provider or MHM Service Provider, or former health care professional, prescribes or prescribed controlled substances, has been or was at all relevant times validly registered with the United States Drug Enforcement Administration (“DEA”) under Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, 21 U.S.C. § 801, et seq. (commonly known as the Controlled Substances Act). (e) Except as set forth on Schedule 2.12(e), none of the Company, HSW or MHM, nor any Company Service Provider, HSW Service Provider or MHM Service Provider who provides professional medical services (i) has been reprimanded, sanctioned or disciplined by any licensing board or any federal or state Governmental Body, professional society, Payor or specialty board, (ii) has had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action; (iii) has been the subject of any criminal complaint, indictment or criminal proceedings; (iv) has been the subject of any investigation or proceeding, whether administrative, civil or criminal, relating to an allegation of filing false health care claims, violating anti-kickback, Xxxxx self-referral amendments or other self-referral, or fee-splitting Laws, or engaging in other billing improprieties; or (v) has been the subject of any allegation, or any investigation or proceeding based on any allegation of violating professional ethics or standards relating to his or her medical practice. (f) The physician who owns HSW satisfies the licensure qualifications for ownership of a professional corporation in the state of incorporation of HSW and each state where HSW operates, except as set forth in Schedule 2.12(f), has entered into a Succession Agreement with the Company. The Company has provided a true and correct copy of the Management Agreement and the Succession Agreement (including all amendments and modifications thereto) to Buyer, and each such agreement is valid and enforceable in all material respects. The Company is in compliance with its obligations in all material respects under the Management Agreement and the Succession Agreement. No default, event of default or event entitling the termination of the Management Agreement and the Succession Agreement has occurred and, to the Company’s Knowledge, all other parties to the Management Agreement and the Succession Agreement are in compliance in all material respects with their respective obligations thereunder. (g) Except as set forth on Schedule 2.12(g) and notwithstanding Section 2.10, none of the Company or any Company Service Providers, HSW or any HSW Service Providers, or MHM or any MHM Service Providers is, or has been, the subject of investigations or proceedings to sanction, suspend, revoke, restrict, or deny any current or pending applicable Permits. There currently exist no restrictions, deficiencies, required plans of corrective action or other such remedial measures by relevant Governmental Bodies with respect to any Permits applicable to Company, Company Service Providers, HSW, HSW Service Providers, MHM or MHM Service Providers. (h) Except as set forth on Schedule 2.12(h), since January 1, 2017, none of the Company, HSW or MHM has received any written notice of non-compliance, request for remedial action, or been subject to any fine (whether ultimately paid or otherwise resolved) by any Governmental Body. (i) Privacy and Security. (i) Except as set forth on Schedule 2.12(i), the Company, HSW and MHM are currently and since January 1, 2017 have been, in material compliance in all material respects with (i) all applicable Laws (including, without limitation, HIPAA and comparable state laws) and the Company’s and, if applicable, HSW’s privacy policy (“Privacy Policy”) regarding the collection, use, disclosure, storage, processing and protection of Personal Data; and (ii) the Payment Card Industry Data Security Standards and all applicable industry standards. None of the Company, HSW or MHM has received any written communication from any Governmental Body that alleges that either is not in compliance in any material respect with the applicable privacy, security, transaction standards, breach notification or other provisions and requirements of any Privacy Laws, including, without limitation, HIPAA or any applicable comparable state Laws. (ii) Except as set forth on Schedule 2.12(i), to the Company’s Knowledge, no Person has gained unauthorized access to or made any unauthorized use of any such Personal Data maintained by the Company, HSW or MHM. The Company, HSW and MHM have implemented commercially reasonable security measures to ensure that all Personal Data under its control or in its possession is protected against loss and against unauthorized access, use, transmission, or disclosure or any other use by a third party that would violate an applicable Privacy Policy or Law. (iii) The Company, HSW and MHM have required and do require all third parties to which it provides Personal Data and/or access thereto to maintain the privacy and security of such Personal Data, including where required by applicable Law, and in compliance in all material respects with the requirements of such applicable Law (including HIPAA), by contractually obligating such third parties to protect such Personal Data from unauthorized access by and/or disclosure to any unauthorized third parties. (iv) As of the date of this Agreement, the Company, HSW and MHM are not and have never been in material breach of any business associate agreement. (v) The Company, HSW and MHM are, and since January 1, 2017 have been, in material compliance with their respective website privacy policies and all other privacy policies they maintain or publish, in each case to the extent such policies relate to the Business. To the Company’s Knowledge, neither the Company, nor any of the Company’s subcontractors or any business associate of HSW or MHM, has suffered any Breach of Unsecured Protected Health Information (as would not individually such terms are defined at 45 C.F.R. § 164.402) or in unauthorized misappropriation, access, use or disclosure of Personal Data. (vi) Contingent upon Buyer’s compliance with all applicable laws regarding the aggregate reasonably be expected privacy and security of Personal Data, and (upon Buyer’s execution, delivery and performance of all documents, agreements and instruments to be material executed by Buyer in connection with this Agreement), the execution, delivery and performance of this Agreement, any other agreement contemplated by this Agreement and such other agreements, instruments and documents delivered in connection hereto, and the consummation of the transactions contemplated hereby and thereby, do not violate the Privacy Policy, and upon the Closing, the Company, HSW and MHM, as applicable, will continue to have the right to use such Personal Data on the same terms and conditions as the Company, HSW and MHM enjoyed prior to the Closing. (vii) None of the Company, HSW or MHM is the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding relating to the collection, transmission, disclosure, or use of Personal Data or otherwise alleging a violation of HIPAA. (viii) None of the Company, HSW or MHM are subject to the European General Data Protection Regulation or other privacy, data security and/or data protection laws outside of the United States. The Company does not collect any Personal Data outside of the United States and its Subsidiaries take does not transfer any Personal Data across any national borders. (j) The transactions contemplated hereby will not conflict with any applicable Permits necessary to operate the Business, excluding such notices and filings which may be required as wholea result of the transaction contemplated hereby and which are set forth on Schedule 2.5(b).

Healthcare Regulatory Matters. (a) The Company and each of its Subsidiaries have implemented procedures and programs reasonably designed to assure that each of its managed independent or assisted living facilities are operated their business in material compliance in all material respects with all applicable Laws. For Laws and all contractual requirements that regulate or limit the two (2) years preceding the Effective Datecreation, none receipt, maintenance, transmission, use or disclosure of medical records, patient information or other personal information made available to or collected by the Company or any of and its Subsidiaries nor, to the Knowledge of the Company, any employee of the Company or any of its Subsidiaries (acting in their capacity as such) has given, received, offered to pay or solicited any remuneration from, in cash or kind, directly or indirectly, any past or present resident, physician, other healthcare provider, supplier, contractor or other Person in connection with the operation of their business and have implemented in all material respects all confidentiality, privacy, security and other protective measures required by such Laws and contractual requirements and have implemented in all material respects all such measures required by such Laws, including without limitation the business Standards for Privacy of Individually Identifiable Health Information, Security Standards and Standards for Electronic Transactions and Code Sets promulgated under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively referred to as “HIPAA”). (b) Neither the Company nor any of its Subsidiaries nor any of their respective officers, directors or employees (i) has been charged with or convicted of any criminal offense relating to the marketing or delivery of, or the referral for, or the billing or payment for, any item or service under Medicare, Medicaid or other Federal Health Care Program; (ii) has been debarred, excluded or suspended from participation in Medicare, Medicaid or other Federal Health Care Program; or (iii) has had a civil monetary penalty assessed against it, him or her under Section 1128A of the Social Security Act. The Company performs such excluded party and background screening on all of its and its Subsidiaries’ officers, directors and employees in accordance with current guidance issued by the U.S. Office of Inspector General prior to employing or contracting with any such individual and at least monthly thereafter. Without limiting the foregoing, any such individual previously found to be included within (i), (ii) or (iii) above has been terminated, and it is the policy of the Company that any similar future individual would be evaluated for termination immediately upon such finding. (c) Neither the Company nor any of its Subsidiaries nor any of their respective officers, directors or employees is currently listed on the Office of Inspector General’s List of Excluded Individuals and Entities or the General Services Administration’s System for Award Management. (d) Neither the Company nor any of its Subsidiaries nor any of their respective officers, directors or employees has engaged in any activity that is in material violation of applicable Lawsthe federal Medicare or federal or state Medicaid statutes, except in each case as would not individually Sections 1128, 1128A, 1128B, 1128C or in 1877 of the aggregate reasonably be expected to be material to Social Security Act (42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1320a-7c and 1395nn), the federal TRICARE statute (10 U.S.C. § 1071 et seq.), the civil False Claims Act (31 U.S.C. § 3729 et seq.), criminal false claims statutes (e.g., 18 U.S.C. §§ 287 and 1001), Federal Health Care Program Anti-Kickback Statute (42 U.S.C. § 1320-7b(b)), the Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq.), the anti-fraud and related provisions of the Health Insurance Portability and Accountability Act of 1996 and related regulations or other federal or state laws and regulations. (e) Neither the Company and nor any of its Subsidiaries take as whole. For is the two (2) years preceding subject of any inspection, investigation, survey, audit, monitoring or other form of review by any third-party or governmental payor based upon any alleged violation of Law by or other improper activity on the Effective Date, none part of the Company or any of its Subsidiaries: . (if) is or has been a party to any corporate integrity agreementsThe business, monitoring agreements, consent decrees, settlements, orders, or similar agreements with or imposed by any Governmental Entity with respect to its managed independent or assisted living facilities, (ii) has been assessed a material civil monetary penalty under Section 1128A operations and all contractual arrangements of the Social Security Act or any regulations promulgated thereunder or any other fine or penalty by any other Governmental Entity Company’s and its Subsidiaries’ services are and have been compliant with respect to its managed independent or assisted living facilities, all applicable Laws and CPOM Laws in all material respects. (iiig) has been charged with, convicted of or entered a plea of guilty or nolo contendere to any criminal or civil offense relating to the delivery of any item or service or any other violation of Laws or (iv) is or has been debarred, excluded or suspended from participating in any federal health care program, except in each case as would not individually or in the aggregate reasonably be expected to be material to the The Company and its Subsidiaries take have not engaged in any activity constituting fraud or abuse under any Law relating to healthcare insurance or reimbursement, and no payments of either cash or other consideration to any person made or received by or on behalf of the Company or its Subsidiaries have been made in violation of any applicable Law. (h) No Person has filed or, to the Knowledge of the Company or its Subsidiaries, threatened to file against the Company or its Subsidiaries any proceeding relating to the assets of the Company or the business of the Company under any Law, including without limitation any federal or state whistleblower statute, including under the False Claims Act of 1863, as wholeamended (31 U.S.C. § 3729 et seq.). (i) Neither the Company nor any of its Subsidiaries has submitted any claims to third-party and governmental payors on behalf of customers. (j) The Company and each of its Subsidiaries has paid or has caused the payment of all known overpayments and all discounts or adjustments which have become due and payable to third-party and governmental payors. There are no other pending appeals, or, to the Company’s Knowledge, any adjustments, challenges, audits, additional document requests, litigation or notices of intent to audit, reflecting other known overpayments, penalties, interest or fines with respect to any claims and other filings with third-party and governmental payors.