Common use of Medicare/Medicaid Participation Clause in Contracts

Medicare/Medicaid Participation. 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 regulations promulgated thereunder) in the Company or any of its Subsidiaries, 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 of its Subsidiaries, or, to the knowledge 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: (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 a State Health Care Program or a 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: (A) criminal offenses relating to the delivery of an item or service under Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program; (B) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a 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 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; (D) federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described in (A) through (C) above; or (E) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance.

Medicare/Medicaid Participation. Neither Neither (a) the Company, any of its Subsidiaries Company 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 SubsidiariesSubsidiary, 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 of its SubsidiariesSubsidiary, 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 of its SubsidiariesSubsidiary, or, to the knowledge Knowledge of the CompanyCompany 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 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 Company or any entity in which institutional investors of the Company which may be deemed to control the Company are deemed to control such entitySubsidiary: (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 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: (A) criminal Criminal offenses relating to the delivery of an item or service under Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program; (B) criminal Criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a health care item or service; (C) criminal 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 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; (D) federal Federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described in (A) through (C) above; or (E) criminal offenses under federal or state law relating to the unlawful manufacture, distribution, prescription or dispensing of a controlled substance.