Common use of Medicare/Medicaid Participation Clause in Contracts

Medicare/Medicaid Participation. To the knowledge of Holdings, the Company and each Subsidiary, none of the Company, any of its Subsidiaries, or any existing officers or directors of the Company or the respective Subsidiary who is expected to be an officer, director, agent (as defined in 42 C.F.R. Section 1001.1001(a)(2)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder) of the Company or the respective Subsidiary: (1) has had a material civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (2) has been excluded from participation under the Medicare program or a federal or state health care program; or (3) has been convicted (as that term in defined in 42 C.F.R. Section 1001.2) of any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: (i) criminal offenses relating to the delivery of an item or service under Medicare or any federal or state health care program; (ii) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare item or service; criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in 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; (iii) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph; or (iv) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To the knowledge of Holdings, Neither (a) the Company and each Subsidiary, none nor any other Person who after the Closing will have a direct or indirect ownership interest of the Company, any of its Subsidiaries, 5% or any existing officers or directors of more (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Subsidiary, or who will have an ownership or control interest (as defined in SSA Section 1124(a)(3) or any regulations promulgated thereunder) in the respective Subsidiary Company or any Subsidiary, or who is expected to will be an officer, director, agent director or managing employee (as defined in 42 C.F.R. Section 1001.1001(a)(21001.1001(a)(1)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder) of the Company or any Subsidiary, or, to the respective Knowledge of the Company and any Subsidiary, any other employee or agent thereof, nor (b) any Person with any relationship with such entity (including, without limitation, a parent company of or partner in a Subsidiary) who after the Closing will have an indirect ownership interest of 5% or more (as that term is defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Subsidiary: (1i) has had a material civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (2ii) has been excluded from participation under the Medicare Medicare, Medicaid or a state health care program as defined in SSA Section 1128(h) or any regulations promulgated thereunder ("State Health Care Program") or a federal or state health care programprogram as defined in SSA Section 1128B(f) ("Federal Health Care Program"); or (3iii) has been convicted (as that term in is defined in 42 C.F.R. Section 1001.2) of any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: : (iA) criminal Criminal offenses relating to the delivery of an item or service under Medicare Medicare, Medicaid or any federal other State Health Care Program or state health care program; Federal Health Care Program; (iiB) criminal Criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; criminal ; (C) Criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, responsibility or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiiD) federal Federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(A) through (C) above; or or (ivE) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To the knowledge of Holdings, the Company and each Subsidiary, none of Neither (a) the Company, any of its Subsidiaries nor any other Person who after the Closing will have a direct or indirect ownership interest of five percent (5%) or more (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any of its Subsidiaries, or who will have an ownership or control interest (as defined in SSA Section 1124(a)(3) or any existing officers or directors of regulations promulgated thereunder) in the Company or the respective Subsidiary any of its Subsidiaries, or who is expected to will be an officer, director, agent director or managing employee (as defined in 42 C.F.R. Section 1001.1001(a)(21001.1001(a)(1)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder) of the Company or any of its Subsidiaries, or, to the respective Subsidiaryknowledge of the Company, any other employee or agent thereof, nor (b) any Person with any relationship with such entity who after the Closing will have an indirect ownership interest of five percent (5%) or more (as that term is defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company, other than any entity in which institutional investors of the Company which may be deemed to control the Company are deemed to control such entity: (1i) has had a material civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (2ii) has been excluded from participation under the Medicare program a State Health Care Program or a federal or state health care programFederal Health Care Program; or (3iii) has been convicted (as that term in is defined in 42 C.F.R. Section 1001.2) of any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: : (iA) criminal offenses relating to the delivery of an item or service under Medicare Medicare, Medicaid or any federal other State Health Care Program or state health care program; Federal Health Care Program; (iiB) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; ; (C) criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, responsibility or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiiD) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(A) through (C) above; or or (ivE) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To (a) Neither the Company nor to the knowledge of Holdings, the Company and each Subsidiary, none of any other person who immediately prior to the Company, any of its Subsidiaries, Closing has a direct or any existing officers or directors of indirect ownership interest (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Company Subsidiary, or who has an ownership or control interest (as defined in SSA Section 1124(a)(3) or any regulations promulgated thereunder) in the respective Subsidiary Company or any Company Subsidiary, or who is expected to be an officer, director, agent (as defined in 42 C.F.R. Section 1001.1001(a)(2)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder)) of the Company or any Company Subsidiary, and to the respective knowledge of the Company and any Company Subsidiary, no person with any relationship with such entity (including without limitation a parent company or shareholder of, or partner in any Company Subsidiary) who immediately prior to the Closing has an indirect ownership interest (as that term is defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Company Subsidiary: (1) has had a material civil monetary penalty assessed against it under SSA Section 1128A of the SSA or any regulations promulgated thereunder1128A; (2) has been excluded from participation under the Medicare program Medicare, Medicaid or a federal any other State Health Care Program or state health care programFederal Health Care Program; or (3) has been convicted (as that term in is defined in 42 C.F.R. Section 1001.2) of any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: ): (i) criminal offenses relating to the delivery of an item or service under Medicare Medicare, Medicaid or any federal other State Health Care Program or state health care programFederal Health Care Program; (ii) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; (iii) criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare health care 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 government agency; (iiiiv) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(i) through (iii) above; or (ivv) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. (b) Section 4.8(b) of the Company Disclosure Schedule contains a list of each existing Medicare and Medicaid contract (the "Company Program Agreements") or evidence thereof relating to the participation by Company and the Company Subsidiaries in the Governmental Programs. The businesses of the Company and the Company Subsidiaries are in compliance with all material terms, conditions and provisions of the Company Program Agreements except where the failure to comply would not have a Material Adverse Effect on Company. Except as set forth in the Section 4.8(b) of the Company Disclosure Schedule, a Subsidiary, or an entity owned in whole or in part (i) no notice of any offsets against future reimbursement has been received by the Company or any Company Subsidiary, nor to the knowledge of Company, is there any reasonable basis therefor with respect to the Governmental Programs except with respect to offsets in the ordinary course of business which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company, (ii) there are no pending appeals, adjustments, challenges, audits, litigation, notices of intent to reopen or open completed payments with respect to the Governmental Programs except such adjustments made in the ordinary course of business which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company, and (iii) neither the Company nor any Company Subsidiary has a Medicare provider numberreceived notice of pending, threatened or possible decertification or other loss of participation in any of the Governmental Programs which remains in effect as of the date hereof. Section 4.8(b) of the Company Disclosure Schedule lists any material contracts between the Company or any Company Subsidiary and a participating provider agreement in force with a Medicare Part B carrierthird party payors, copies of which have been made available to the Company. The Company and materially meets all applicable Medicare conditions each of coverage, in each localethe Company Subsidiaries, as applicable, are in which compliance in all material respects with all of the Companyterms, such Subsidiary or such entity bills directly to Medicare for services furnished by conditions and provisions of the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned contracts referenced in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patientsimmediately preceding sentence.

Medicare/Medicaid Participation. To (i) Neither the knowledge Borrower nor any other Person who after the Closing will have a direct or indirect ownership interest (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Borrower or any Affiliate of Holdings5% or more (other than Lender), the Company and each Subsidiary, none of the Company, any of its Subsidiariesor who will have an ownership or control interest (as defined in SSA Section 1124(a)(3), or any existing officers regulations promulgated thereunder) in the Borrower or directors of the Company any Affiliate (other than Lender), or the respective Subsidiary who is expected to will be an officer, director, agent (as defined in 42 C.F.R. Section 1001.1001(a)(2)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder) of the Company Borrower or any Affiliate and (ii) to the respective Subsidiary: best Knowledge of the Borrower and any Affiliate, no person or entity with any relationship with such entity (including without limitation a parent company or shareholder of, or partner in an Affiliate) who after the Closing will have an indirect ownership interest (as that term is defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Borrower or any Affiliate of 5% or more (other than Lender): (1) has had a material civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (2) has been excluded from participation under the Medicare program or a federal or state health care programprogram as defined in SSA Section 1128(h) or any regulations promulgated thereunder ("STATE HEALTH CARE PROGRAM"); or (3) has been convicted (as that term in is defined in 42 C.F.R. Section 1001.2) of any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3b)(1),(2),(3) or any regulations promulgated thereunder: : (ia) criminal offenses relating to the delivery of an item or service under Medicare or any federal or state health care program; State Health Care Program; (iib) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; ; (c) criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiid) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(a) through (c) above; or or (ive) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To the knowledge of Holdings, Neither (a) the Company and each Subsidiary, none nor any other Person who after the Closing will have a direct or indirect ownership interest of the Company, any of its Subsidiaries, 5% or any existing officers or directors of more (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Subsidiary, or who will have an ownership or control interest (as defined in SSA Section 1124(a)(3) or any regulations promulgated thereunder) in the respective Subsidiary Company or any Subsidiary, or who is expected to will be an officer, director, agent director or managing employee (as defined in 42 C.F.R. Section 1001.1001(a)(21001.1001(a)(1)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder) of the Company or any Subsidiary, or, to the respective Knowledge of the Company and any Subsidiary, any other employee or agent thereof, nor (b) any Person with any relationship with such entity (including, without limitation, a parent company of or partner in a Subsidiary) who after the Closing will have an indirect ownership interest of 5% or more (as that term is defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Subsidiary: (1i) has had a material civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (2ii) has been excluded from participation under the Medicare Medicare, Medicaid or a state health care program as defined in SSA Section 1128(h) or any regulations promulgated thereunder ("State Health Care Program") or a federal or state health care programprogram as defined in SSA Section 1128B(f) ("Federal Health Care Program"); or (3iii) has been convicted (as that term in is defined in 42 C.F.R. Section 1001.2) of 39 any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: : (iA) criminal Criminal offenses relating to the delivery of an item or service under Medicare Medicare, Medicaid or any federal other State Health Care Program or state health care program; Federal Health Care Program; (iiB) criminal Criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; criminal ; (C) Criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, responsibility or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiiD) federal Federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(A) through (C) above; or or (ivE) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To the knowledge of Holdings, Neither the Company and each Subsidiary, none of nor the Company, any of its Subsidiaries, or NY Subsidiary nor any existing officers or directors of the Company or the respective Subsidiary who is expected to be an officer, director, agent (as defined in 42 C.F.R. Section (s) 1001.1001(a)(2)), ) of the Company or the NY Subsidiary or managing employee (as defined in SSA Section (S) 1126(b) or any regulations promulgated thereunder) of the Company or the respective NY Subsidiary: : (1) has had a material civil monetary penalty assessed against it under Section (S) 1128A of the SSA or any regulations promulgated thereunder; (2) has been excluded from participation under the Medicare program or a federal or state health care programprogram as defined in SSA (S) 1128(h) or any regulations promulgated thereunder ("State Health Care Program") or a federal health care program as defined in SSA (S) 1128X(x) ("Xxxxxxx Xxxlth Care Program"); or (3) has been convicted (as that term in is defined in 42 C.F.R. Section (S) 1001.2) of any of the following categories of offenses as described in SSA Section (S) 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: : (ia) criminal offenses relating to the delivery of an item or service under Medicare or any federal State Health Care Program or state health care program; any Federal Health Care Program; (iib) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; ; (c) criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiid) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(a) through (c) above; or or (ive) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To the knowledge of Holdings, Neither the Company and each Subsidiarynor any other Person who after the Closing will have a direct or indirect ownership interest (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Affiliate of 5% or more (other than Investor), none of the Company, any of its Subsidiariesor who will have an ownership or control interest (as defined in SSA Section 1124(a)(3), or any existing officers or directors of regulations promulgated thereunder) in the Company or the respective Subsidiary any Affiliate (other than Investor), or who is expected to will be an officer, director, agent (as defined in 42 C.F.R. Section 1001.1001(a)(2)), or managing employee (as defined in SSA Section 1126(b) or any regulations promulgated thereunder) of the Company or any Affiliate and (ii) to the respective Subsidiary: best Knowledge of the Company and any Affiliate, no Person or entity with any relationship with such entity (including without limitation a parent company or shareholder of, or partner in an Affiliate) who after the Closing will have an indirect ownership interest (as that term is defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company or any Affiliate of 5% or more (other than Investor): (1) has had a material civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (2) has been excluded from participation under the Medicare program or a federal or state health care programprogram as defined in SSA Section 1128(h) or any regulations promulgated thereunder ("State Health Care Program") or a federal health care program as defined in SSA Section 1128B(f) ("Federal Health Care Program"); or (3) has been convicted (as that term in is defined in 42 C.F.R. Section 1001.2) of any of the following categories of offenses as described in SSA Section 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: : (ia) criminal offenses relating to the delivery of an item or service under Medicare or any federal State Health Care Program or state health care program; any Federal Health Care Program; (iib) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; ; (c) criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiid) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(a) through (c) above; or or (ive) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.

Medicare/Medicaid Participation. To (i) Neither the knowledge Borrower nor ------------------------------- any other Person who after the Closing will have a direct or indirect ownership interest (as those terms are defined in 42 C.F.R. (S) 1001.1001(a)(2)) in the Borrower or any Affiliate of Holdings5% or more (other than Lender), the Company and each Subsidiary, none of the Company, any of its Subsidiariesor who will have an ownership or control interest (as defined in SSA (S) 1124(a)(3), or any existing officers regulations promulgated thereunder) in the Borrower or directors of the Company any Affiliate (other than Lender), or the respective Subsidiary who is expected to will be an officer, director, agent (as defined in 42 C.F.R. Section (S) 1001.1001(a)(2)), or managing employee (as defined in SSA Section (S) 1126(b) or any regulations promulgated thereunder) of the Company Borrower or any Affiliate and (ii) to the respective Subsidiary: best Knowledge of the Borrower and any Affiliate, no person or entity with any relationship with such entity (including without limitation a parent company or shareholder of, or partner in an Affiliate) who after the Closing will have an indirect ownership interest (as that term is defined in 42 C.F.R. (S) 1001.1001(a)(2)) in the Borrower or any Affiliate of 5% or more (other than Lender): (1) has had a material civil monetary penalty assessed against it under Section 1128A (S) 1128a of the SSA or any regulations promulgated thereunder; (2) has been excluded from participation under the Medicare program or a federal or state health care programprogram as defined in SSA (S) 1128(h) or any regulations promulgated thereunder ("State Health Care Program"); or (3) has been convicted (as that term in is ------------------------- defined in 42 C.F.R. Section (S) 1001.2) of any of the following categories of offenses as described in SSA Section (S) 1128(a) and (b)(1), (2), (3) or any regulations promulgated thereunder: : (ia) criminal offenses relating to the delivery of an item or service under Medicare or any federal or state health care program; State Health Care Program; (iib) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a healthcare health care item or service; ; (c) criminal offenses under federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare health care 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; ; (iiid) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described above in this paragraph(a) through (c) above; or or (ive) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement in force with a Medicare Part B carrier, and materially meets all applicable Medicare conditions of coverage, in each locale, as applicable, in which the Company, such Subsidiary or such entity bills directly to Medicare for services furnished by the Company, such Subsidiary or such entity. The Company, a Subsidiary, or an entity owned in whole or in part by the Company or a Subsidiary has a Medicare provider number, and a participating provider agreement, and materially satisfies all applicable Medicaid conditions of coverage, in each state, as applicable, in which the Company, such Subsidiary, or such other entity bills directly to such state's Medicaid agency for services provided by the Company, such Subsidiary, or such other entity for Medicaid patients.