Common use of Medicare/Medicaid Participation Clause in Contracts

Medicare/Medicaid Participation. Neither (a) the Company nor any other Person who after the Closing will have a direct or indirect ownership interest of 5% or 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 Company or any Subsidiary, or who will be an officer, director or managing employee (as defined in 42 C.F.R. Section 1001.1001(a)(1)) of the Company or any Subsidiary, or, to the 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: (i) has had a civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (ii) has been excluded from participation under 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 health care program as defined in SSA Section 1128B(f) ("Federal Health Care Program"); or (iii) has been convicted (as that term 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:

Medicare/Medicaid Participation. (i) Neither (a) the Company Borrower nor any other Person who after the Closing will have a direct or indirect ownership interest of 5% or more (as those terms are defined in 42 C.F.R. Section 1001.1001(a)(2)) in the Company Borrower or any SubsidiaryAffiliate of 5% or more (other than Lender), or who will have an ownership or control interest (as defined in SSA Section 1124(a)(3) ), or any regulations promulgated thereunder) in the Company Borrower or any SubsidiaryAffiliate (other than Lender), or who will be an officer, director director, agent (as defined in 42 C.F.R. Section 1001.1001(a)(2)), or managing employee (as defined in 42 C.F.R. SSA Section 1001.1001(a)(1)1126(b) or any regulations promulgated thereunder) of the Company Borrower or any Subsidiary, or, Affiliate and (ii) to the best Knowledge of the Company Borrower and any SubsidiaryAffiliate, any other employee no person or agent thereof, nor (b) any Person entity with any relationship with such entity (including, including without limitation, limitation a parent company of or shareholder of, or partner in a Subsidiaryan Affiliate) 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 Borrower or any Subsidiary: Affiliate of 5% or more (iother than Lender): (1) has had a civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (ii2) has been excluded from participation under Medicare, Medicaid the Medicare program 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 health care program as defined in SSA Section 1128B(f) ("Federal Health Care ProgramSTATE HEALTH CARE PROGRAM"); or (iii3) has been convicted (as that term 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:

Medicare/Medicaid Participation. Neither (a) the Company nor any other Person who after the Closing will have a direct or indirect ownership interest of 5% or 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 Company or any Subsidiary, or who will be an officer, director or managing employee (as defined in 42 C.F.R. Section 1001.1001(a)(1)) of the Company or any Subsidiary, or, to the 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: (i) has had a civil monetary penalty assessed against it under Section 1128A of the SSA or any regulations promulgated thereunder; (ii) has been excluded from participation under 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 health care program as defined in SSA Section 1128B(f) ("Federal Health Care Program"); or (iii) has been convicted (as that term 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:

Medicare/Medicaid Participation. (i) Neither (a) the Company Borrower nor ------------------------------- any other Person who after the Closing will have a direct or indirect ownership interest of 5% or more (as those terms are defined in 42 C.F.R. Section (S) 1001.1001(a)(2)) in the Company Borrower or any SubsidiaryAffiliate of 5% or more (other than Lender), or who will have an ownership or control interest (as defined in SSA Section (S) 1124(a)(3) ), or any regulations promulgated thereunder) in the Company Borrower or any SubsidiaryAffiliate (other than Lender), or who will be an officer, director director, agent (as defined in 42 C.F.R. (S) 1001.1001(a)(2)), or managing employee (as defined in 42 C.F.R. Section 1001.1001(a)(1)SSA (S) 1126(b) or any regulations promulgated thereunder) of the Company Borrower or any Subsidiary, or, Affiliate and (ii) to the best Knowledge of the Company Borrower and any SubsidiaryAffiliate, any other employee no person or agent thereof, nor (b) any Person entity with any relationship with such entity (including, including without limitation, limitation a parent company of or shareholder of, or partner in a Subsidiaryan Affiliate) 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 (S) 1001.1001(a)(2)) in the Company Borrower or any Subsidiary: Affiliate of 5% or more (iother than Lender): (1) has had a civil monetary penalty assessed against it under Section 1128A (S) 1128a of the SSA or any regulations promulgated thereunder; (ii2) has been excluded from participation under Medicare, Medicaid the Medicare program or a state health care program as defined in SSA Section (S) 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 (iii3) has been convicted (as that term 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: