Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, Neither the Shareholders and all persons and entities providing professional services for the Company's business have notConsolidated Parties nor, to the knowledge of the Company and officers of the ShareholdersConsolidated Parties, any of their officers or directors, or, to the knowledge of any officer of the Consolidated Parties, no Contract Providers, have engaged in any activities which are prohibited under ss. 1320a-7b federal Medicare and Medicaid statutes, 42 U.S.C. ss.1320a-7b, or ss. 1395nn of Title 42 of the United States Code U.S.C. ss.1395nn or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third party payors, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesother applicable third party payors.

Fraud and Abuse. The CompanyNeither Matria nor any Subsidiary, the Shareholders and all persons and entities providing professional services for the Company's business have notnor any physician shareholder or employee thereof or of any physician practice managed by Matria or any of its Subsidiaries, to the knowledge of the Company and the Shareholders, has engaged in any activities which that are prohibited under ss42 U.S.C. ss.sx. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 0020a-7b, or the regulations promulgated thereunder, or related state or local statutes or regulationsRequirements of Law, or which that are prohibited by rules of professional conduct, including, but not limited towithout limitation, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 or receive such remuneration (iy) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other government or private third party payor, or (iiz) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid, any other government or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesprivate third party payor.

Fraud and Abuse. The Company, the Shareholders TOC and all persons and entities providing professional services for the Company's business TOC, have not, to the knowledge of the Company TOC and the Shareholderseach Physician Owner, after due inquiry, engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third-Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its TOC's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, Neither the Shareholders and all persons and entities providing professional services for the Company's business have notBorrower nor any Subsidiary nor, to the knowledge Knowledge of the Company and the ShareholdersBorrower, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code federal Medicare and Xxxxxxxx xxxxxxxx, 00 X.X.X. § 0000x-0x, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes as a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d) 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 (i) 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 (ii) 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; or (e) 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, or offering kind to pay or receive any Person to induce such remuneration Person (i) in return for referring 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 by Medicare or Medicaidunder a Federal health care program, or (ii) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring party under a patient for designated Federal health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliescare program.

Fraud and Abuse. The Company, the Shareholders Sellers and all persons Persons and entities providing professional services for the Company's business Company have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. § 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose Knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration remuneration: (iA) in return for referring an individual to a person 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 Medicare or Medicaid, ; or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. The Sellers have at all times complied with the requirements of Maryland Statutes which prohibit physicians who have an ownership, investment or (e) beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of designated and other health services, and has at all times complied with the Maryland Statutes. Furthermore, the Sellers have filed all reports required to be filed by the State of Maryland and federal law regarding compensation arrangements and financial relationships between a patient for designated health services to or providing designated health services to a patient upon referral from physician and an entity or person with to which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesphysician refers patients.

Fraud and Abuse. The CompanyNeither Borrower, the Shareholders and all persons and entities providing professional services for the Company's business have nottheir respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Company and the ShareholdersBorrowers, any Contract Provider, has engaged in any activities which that are prohibited under ss. 1320a-7b any applicable Medicare Regulations or ss. 1395nn of Title 42 of the United States Code Medicaid Regulations or the regulations promulgated thereunder, or related state or local statutes or regulations, or which that are prohibited by any applicable rules of professional conduct, including, conduct (including but not limited to, to the following, to the extent applicable: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 kind of offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program), which failure to comply with such rules and regulations, individually or (e) referring taken as a patient for designated health services whole, would reasonably be expected to or providing designated health services to have a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesMaterial Adverse Effect.

Fraud and Abuse. The Company, the Shareholders ROAII and all persons and entities providing professional services for the Company's business ROAII, have not, to the knowledge of the Company ROAII and the Shareholderseach Physician Owner, after due inquiry, engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third-Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its ROAII's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Shareholders and all persons and entities providing professional services for the Company's business have notnor any of their respective officers or directors has, to the knowledge on behalf of the Company Borrower or any of its Subsidiaries, knowingly or willfully violated the federal Medicare and the ShareholdersMedicaid statutes, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. (S)1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third-party payers, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaidother applicable third- party payers. With respect to this Section, knowledge of an individual director or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 officer of the United States Code appliesBorrower or a Subsidiary of any of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a director or officer of the Borrower or such Subsidiary.

Fraud and Abuse. The CompanyNone of the Loan Parties, the Shareholders and all persons and entities providing professional services for the Company's business have nottheir respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Company and the ShareholdersLoan Parties, any Contract Provider, has engaged in any activities which that are prohibited under ss. 1320a-7b any applicable Medicare Regulations or ss. 1395nn of Title 42 of the United States Code Medicaid Regulations or the regulations promulgated thereunder, or related state or local statutes or regulations, or which that are prohibited by any applicable rules of professional conductconduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect), including, including but not limited to, to the following, to the extent applicable: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 kind of offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaid, any other state or (e) referring a patient for designated Federal health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliescare program.

Fraud and Abuse. The CompanySeller, the Shareholders Shareholder and all persons and entities providing professional services for Seller's business, the Company's business Business or relating to the Assets have not, to the knowledge of the Company Seller and the ShareholdersShareholder, engaged in any activities which are prohibited under ss. Section 1320a-7b or ss. Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false f a lse statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist physician or an immediate family member has a financial relationship, and to which no exception under ss.1395nn Section 1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have notExcept as set forth on Schedule 5.19, to the knowledge of the Company officers of the Loan Parties and each of their Restricted Subsidiaries, neither the ShareholdersLoan Parties nor their Restricted Subsidiaries nor any of their officers, directors or Contract Providers have engaged in any material respect in any activities which are prohibited under ss. 1320a-7b Medicare Regulations or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, Medicaid Regulations or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) knowingly and willfully soliciting or receiving any unlawful remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (iA) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third party payors, or (iiB) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesother applicable third party payors.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have notNo Credit Party nor any Subsidiary nor, to the knowledge of the Company and the Shareholdersany Credit Party’s officers, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under ss. 1320a-7b federal Medicare and Xxxxxxxx xxxxxxxx, 00 X.X.X. §0000x-0x, or ss. 42 U.S.C. §1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, includingor 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, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, or offering kind to pay or receive any Person to induce such remuneration Person (ix) in return for referring 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 by Medicare or Medicaidunder a Federal health care program, or (iiy) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaidparty under a Federal health care program, or (e) referring in each case with respect to any Contract Provider, as could not reasonably be expected to have a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesMaterial Adverse Effect.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the knowledge Borrower nor any of the Company and the Shareholders, its Subsidiaries has engaged in any activities which that (a) are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. §§ 1320a-7b, or the regulations promulgated thereunder, or related state or local statutes or regulationsRequirements of Law, or which (b) are prohibited by rules of professional conduct, or (c) are prohibited under any statute or the regulations promulgated pursuant to such statutes, including, but not limited towithout limitation, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) knowingly and willfully soliciting or receiving any illegal remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ix) in return for referring an individual to a person 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 Medicare or Medicaidany Governmental Payor, or (iiy) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, good facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaidany Governmental Payor. Between January 1, or (e) referring 2007, and December 31, 2012, neither the Borrower nor any of its Subsidiaries received a patient for designated health services to or providing designated health services subpoena issued by any Governmental Authority with respect to a patient upon referral from an entity possible violation of Healthcare Laws by the Borrower or person with which the orthodontist or an immediate family member any of its Subsidiaries (but excluding Routine Payor Audits) for any matter that has a financial relationshipnot been fully and finally resolved. Between January 1, 2013, and the Closing Date, neither the Borrower nor any of its Subsidiaries has received a subpoena issued by any Governmental Authority with respect to which no exception under ss.1395nn a possible violation of Title 42 Healthcare Laws by the Borrower or any of the United States Code appliesits Subsidiaries (but excluding Routine Payor Audits).

Fraud and Abuse. The Company, the Shareholders VERO II and all persons and entities providing professional services for the Company's business VERO II, have not, to the knowledge of the Company VERO II and the Shareholderseach Physician Owner, after due inquiry, engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third-Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its VERO II's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services (i) Other than a potential adverse determination for the Company's business have not, Borrowers with respect to the Pending CID and as disclosed on Schedule 3.6, no Borrower has, or to its knowledge of the Company has been threatened to have, and the Shareholdersto Borrowers’ knowledge, no owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (aA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment under any Healthcare Laws; (bB) 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 paymentpayment under any Healthcare Laws; (cC) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (dD) 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, kind or offering to pay or receive such remuneration (iI) in return for referring an individual to a person 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 Medicare or Medicaidany Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (E) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (eII) referring false or fraudulent; or (F) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a patient for designated health services fact required to be stated therein or providing designated health services necessary to make the statements contained therein not misleading) of a patient upon referral from an entity or person material fact with which the orthodontist or an immediate family member has a financial relationship, and respect to information required to be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which no exception under ss.1395nn of Title 42 of the United States Code appliesBorrower is a party are in compliance with all Healthcare Laws.

Fraud and Abuse. The Company, the Shareholders Princeton II and all persons and entities providing professional services for the Company's business Princeton II, have not, to the knowledge of the Company Princeton II and the Shareholderseach Physician Owner, after due inquiry, engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third-Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its Princeton II's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, Neither the Shareholders and all persons and entities providing professional services for the Company's business have notHospitals nor, to the knowledge of the Company and the ShareholdersLSU’s Knowledge, LSU Personnel have engaged in any activities which that are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code any Health Care Law, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure by a claimant to disclose knowledge of the occurrence of knowingly and willingly concealing any event affecting the initial or continued right to receive any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment in an amount or quantity greater than that which is due or which is authorized; and or (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration remuneration: (i1) 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 Medicare or Medicaid, ; or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. LSU is not a party to any Corporate Integrity Agreement or similar settlement, compliance or (e) referring a patient for designated health oversight agreement with any Governmental Body relating to LSU’s services to or providing designated health services to a patient upon referral from an entity or person with which provided at the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesHospitals.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have Except as would not, individually or in the aggregate, reasonably be expected to have a Healthcare Material Adverse Effect, neither the knowledge Issuer nor any of the Company and the Shareholders, its Subsidiaries has engaged in any activities which that (a) are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. §§ 1320a-7b, or the regulations promulgated thereunder, or related state or local statutes or regulationsRequirements of Law, or which (b) are prohibited by rules of professional conduct, or (c) are prohibited under any statute or the regulations promulgated pursuant to such statutes, including, but not limited towithout limitation, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) knowingly and willfully soliciting or receiving any illegal remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ix) in return for referring an individual to a person 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 Medicare or Medicaidany Governmental Payor, or (iiy) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, good facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaidany Governmental Payor. Between January 1, or (e) referring 2017 and the Closing Date, neither the Issuer nor any of its Subsidiaries has received a patient for designated health services to or providing designated health services subpoena issued by any Governmental Authority with respect to a patient upon referral from an entity possible violation of Healthcare Laws by the Issuer or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn any of Title 42 of the United States Code appliesits Subsidiaries (but excluding Routine Payor Audits).

Fraud and Abuse. The Company, the Shareholders Shareholder and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the ShareholdersShareholder, engaged in any activities which are prohibited under ss. Sections 1320a-7b or ss. Sections 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn Sections 1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyPainCare, and to the Shareholders and Knowledge of PainCare its Affiliates all persons Persons and entities providing professional services for the Company's business have not, PainCare or to the knowledge Knowledge of the Company and the Shareholders, PainCare providing professional services for any of its Affiliates have not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. § 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose Knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration remuneration: (iA) 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 Medicare or Medicaid, ; or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship. PainCare, and to the Knowledge of PainCare its Affiliates have at all times complied with the requirements of applicable state laws which no exception under ss.1395nn prohibit physicians who have an ownership, investment or beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of Title 42 designated and other health services, and to the Knowledge of PainCare has at all times complied with the United States Code appliesapplicable state statutes. Furthermore, PainCare, and to the Knowledge of PainCare its Affiliates have filed all reports required by the laws of any state or federal law to be filed regarding compensation arrangements and financial relationships between a physician and an entity to which the physician refers patients.

Fraud and Abuse. The CompanyExcept as expressly set forth in SCHEDULE --------------- -------- 4.9(b)(ii) hereto, the Shareholders Practice Group, its officers and all ---------- directors, and persons and entities providing professional services for the Company's business Practice Group, have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ssthe federal Fraud and Abuse Statute, 42 U.S.C. (S) 1320 a-7b and Regulations contained in 42 CFR (S) 1001 et seq. 1320a-7b or ss. 1395nn of Title 42 of (the United States Code or the regulations promulgated thereunder"Fraud and Abuse Statute"), or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i1) 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 Medicare or Medicaid, Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (e1) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (2) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The Company, Neither the Shareholders and all persons and entities providing professional services for the Company's business have notBorrower nor any Subsidiary nor, to the knowledge Knowledge of the Company and the ShareholdersBorrower, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code federal Medicare and Xxxxxxxx xxxxxxxx, 00 X.X.X. §0000x-0x, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes as a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d) 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 (i) 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 (ii) 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; or (e) 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, or offering kind to pay or receive any Person to induce such remuneration Person (i) in return for referring 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 by Medicare or Medicaidunder a Federal health care program, or (ii) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring party under a patient for designated Federal health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliescare program.

Fraud and Abuse. The Company, the Shareholders GCOA and all persons and entities providing professional services for the Company's business GCOA, have not, to the knowledge of the Company GCOA and the Shareholderseach Physician Owner, after due inquiry, engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third-Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its GCOA's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanySeller, the Shareholders its partners, officers and all directors, and persons and entities providing professional services for the Company's business Clinics, have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under U.S.C. ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; : (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting 12 12 or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (ei) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (ii) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, PHC has not engaged in any --------------- activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulationsfederal Fraud and Abuse Statutes, or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind (1) in return referring an individual to a person fo the furnishing or offering to pay arranging for the furnishing of any item or receive such remuneration service for which payment may be made in whole or in part by Medicare or Medicaid or (i2) in return for referring purchasing, leasing, or ordering or arranging for Page 20 or recommending purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (1) 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 by under Medicare or MedicaidMedicaid or (2) to purchase, lease, order, or (ii) in return arrange for or recommend purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by under Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Shareholders and all persons and entities providing professional services for the Company's business have notnor any of their respective officers or directors has, to the knowledge on behalf of the Company Borrower or any of its Subsidiaries, knowingly or wilfully violated the federal Medicare and the ShareholdersMedicaid statutes, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. '1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third-party payers, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaidother applicable third- party payers. With respect to this Section, knowledge of an individual director or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 officer of the United States Code appliesBorrower or a Subsidiary of any of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a director or officer of the Borrower or such Subsidiary.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to To the knowledge of the Company or the Seller, the Company, the Seller and the Shareholderstheir respective officers, directors, employees, stockholders and providers, have not engaged in any activities which are prohibited under ss. 1320a-7b federal Medicare or ss. 1395nn of Title Medicaid statutes, 42 of the United States Code U.S.C. Sections 1320a-7a and 7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes healthcare or regulations, insurance Laws or which are prohibited by rules of professional conductconduct or which otherwise could constitute fraud, including, but not limited to, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) knowingly and willfully soliciting soliciting, paying or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person the Seller 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 Medicare or Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyPractice Group, the Shareholders its officers and all --------------- directors, and persons and entities providing professional services for the Company's business Practice Group, have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ssthe federal Fraud and Abuse Statute, 42 U.S.C. (S) 1320 a-7b and Regulations contained in 42 CFR (S) 1001 et seq. 1320a-7b or ss. 1395nn of Title 42 of (the United States Code or the regulations promulgated thereunder"Fraud and Abuse Statute"), or related state or local statutes or regulations, 9- or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i1) 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 Medicare or Medicaid, Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (e1) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (2) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The CompanyOther than as would not have a material adverse effect, the Shareholders PRG and all persons and entities providing professional services for the Company's business PRG Sub have not, to the knowledge of the Company and the Shareholderstheir knowledge, engaged in any activities which are prohibited under ss. Section 1320a-7b or ss. Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules Rules of professional conductProfessional Conduct, including, including but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a the material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist physician or an immediate family member has a financial relationship, and to which no exception under ss.1395nn Section 1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b ss.1320a-7b or ss. 1395nn ss.1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist cosmetic and reconstructive surgeon or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Shareholders and all persons and entities providing professional services for the Company's business have notnor any of their respective officers or directors has, to the knowledge on behalf of the Company Borrower or any of its Subsidiaries, knowingly or willfully violated the federal Medicare and the ShareholdersMedicaid statutes, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. ss.1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by rules of professional conductin any case in any material respect, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, kind or offering to pay or receive such remuneration (iA) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third-party payers, or (iiB) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaidother applicable third-party payers. With respect to this clause (g), knowledge of an individual director or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 officer of the United States Code appliesBorrower or a Subsidiary of any of the events described in this clause (g) shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a director or officer of the Borrower or such Subsidiary.

Fraud and Abuse. The CompanyExcept as would not, individually or in the Shareholders aggregate, constitute a Material Adverse Effect or result in liability for Loan Parties in excess of $1,000,000 or result in criminal liability for any Loan Party, neither any Loan Party and all persons and entities providing professional services for the Company's business have notits Subsidiaries nor, to the knowledge of any Chief Executive Officer, Chief Financial Officer, Treasurer or Compliance Officer of the Company and the ShareholdersCompany, any of their officers or directors, have engaged in any activities which are prohibited under ss. federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b or ss42 U.S.C., or any other Applicable Laws in any applicable jurisdiction. Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, pursuant to such statutes or related state state, local or local provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application applications for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d) 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 or receive such remuneration (i) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third party payors, including any Governmental Body, or (ii) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which including any Governmental Body. Notwithstanding the orthodontist or an immediate family member has a financial relationshipforegoing, Loan Parties are aware of, and to which no exception under ss.1395nn of Title 42 have disclosed, the existence of the United States Code appliesOIG Investigation and Consent Decree. Loan Parties believe that the programs described in the subpoena are in compliance with all applicable Laws, except where the failure to be in compliance would not constitute a Material Adverse Effect. Loan Parties are cooperating fully with the government inquiry.

Fraud and Abuse. The CompanyEach of Med-Search, the Shareholders MS Acquisition Corporation and all persons Suncrest, their officers, employees, agents, independent contractors and entities providing professional services for the Company's business staff members have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title federal Medicare and Medicaid statutes, 42 of the United States Code U.S.C. Section 1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, regulations or which are prohibited by rules of professional conductconduct or which otherwise could constitute fraud, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully willingly 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; , (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and payment fraudulently, (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (iA) 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 Medicare or Medicaid, or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyEach of Prospect Medical System and Prospect Medical Group, the Shareholders their officers, employees, agents, independent contractors and all persons and entities providing professional services for the Company's business medical staff members have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title federal Medicare and Medicaid statutes, 42 of the United States Code U.S.C. Section 1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, regulations or which are prohibited by rules of professional conductconduct or which otherwise could constitute fraud, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully willingly 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; , (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and payment fraudulently, (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (iA) 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 Medicare or Medicaid, or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders Company and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.or

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, Doctors has not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss. 1320a-7b or ss. 1395nn of Title 42 of 1320a-7, 1320a-7(a) and 1320a-7b, the United States Code federal CHAMPUS statute, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulationsregulations of similar effect, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure presenting or causing to be presented a claim for reimbursement for services under CHAMPUS, Medicare, Medicaid, or other state health care program that is for an item or service that is known or should be known to be (a) not provided as claimed, or (b) false or fraudulent; (iv) failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (dv) knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (ia) 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 CHAMPUS, Medicare or Medicaid, or other state health care program, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or other state health care program; (vi) knowingly making a payment, directly or indirectly, to a physician as an inducement to reduce or limit services to individuals who are under the direct care of the physician and who are entitled to benefits under CHAMPUS, Medicare, Medicaid, or other state health care program; (evii) referring providing to any person information that is known or should be known to be false or misleading that could reasonably be expected to influence the decision when to discharge a hospital in-patient from the hospital; (viii) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omits to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (a) the conditions or operations of a facility in order that the facility may qualify for designated CHAMPUS, Medicare, Medicaid or other state health services care program certification, or (b) information required to be provided under ss. 1124A of the Social Security Act (42 U.S.C. ss. 1320a-3); (ix) knowingly and willfully (a) charging for any Medicaid service money or providing designated health services other consideration at a rate in excess of the rates established by the state, or (b) charging, soliciting, accepting or receiving, in addition to amounts paid by Medicaid, any gift money, donation or other consideration (other than a patient upon referral charitable, religious or other philanthropic contribution from an entity organization or from a person with which unrelated to the orthodontist patient) (x) as a precondition of treating the patient, or an immediate family member has (y) as a financial relationship, and to which no exception under ss.1395nn of Title 42 of requirement for the United States Code appliespatient's continued treatment.

Fraud and Abuse. The CompanyTo each Seller's knowledge (without inquiry), the Shareholders and all persons and entities providing professional services for the Company's business have such Seller has not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn ss.1320a-7b of Title 42 of the United States Code or the regulations regulation promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, conduct including, but not limited to, the following: following (except where such activities would not have a Material Adverse Effect): (a) knowingly and willfully making or causing to be made a materially false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any materially false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any material event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration renumeration (including any and kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration renumeration (i) 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 Medicare or Medicaid, Medicaid or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, Neither the Shareholders and all persons and entities providing professional services for the Company's business have notCredit Parties nor, to the knowledge of the Company and officers of the ShareholdersCredit Parties, any of their stockholders, officers or directors, have engaged in any activities which are prohibited under ss. 1320a-7b federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b, or ss. 42 U.S.C. Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d) 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, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person Person for the furnishing or arranging for the furnishing of 67 any item or service for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors, or (ii) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors, in each case if the result of engaging in such prohibited activity has resulted or (e) referring a patient could be reasonably expected to result in material damages, fees, penalties and/or liabilities for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesCredit Parties.

Fraud and Abuse. The CompanyDialysis Companies, the Shareholders Sellers and all persons and entities providing professional services for the Company's business have not, Dialysis Companies or otherwise with respect to the knowledge of the Company and the Shareholders, Dialysis Business have not engaged in any activities which are prohibited under 42 U.S.C. ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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, kind or offering to pay or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyNeither Buyer nor Corphealth, the Shareholders or their respective partners, officers and all directors, and persons and entities providing professional services for the Company's business any clinics owned by Buyer or Corphealth or any of their affiliates, have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under U.S.C. ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1 320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; payment (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and willfully offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, 15 15 overtly or covertly, in cash or in kind to any person to induce such person (i) 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 Medicare or Medicaid, or (eii) referring a patient to purchase, lease, order, or arrange for designated health services to or providing designated health services to a patient upon referral from an entity recommend purchasing, leasing, or person with ordering any good, facility, service, or item for which the orthodontist payment may be made in whole or an immediate family member has a financial relationship, and to which no exception in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The CompanyNeither the Borrower nor any Subsidiary nor, the Shareholders and all persons and entities providing professional services for the Company's business have not, --------------- to the knowledge of the Company and the ShareholdersBorrower's officers, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title federal Medicare and Medicaid statutes, 42 of the United States Code U.S.C. (S)1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes as a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 (a) 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 (b) 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, or offering kind to pay or receive any Person to induce such remuneration Person (ia) in return for referring 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 by Medicare or Medicaidunder a Federal health care program, or (iib) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring party under a patient for designated Federal health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliescare program.

Fraud and Abuse. The Company, the Shareholders BMC and all persons and entities providing professional --------------- services for the Company's business BMC have not, to the knowledge of the Company and the ShareholdersBMC, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn (S)1329a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; payment (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. SUNSTAR HEALTHCARE, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.INC. AND SUBSIDIARIES

Fraud and Abuse. The Company, the Shareholders OSMC II and all persons and entities providing professional services for the Company's business OSMC II, have not, to the knowledge of the Company OSMC II and the Shareholderseach Physician Owner, after due inquiry, engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third-Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its OSMC II's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business Neither PHC nor PHC-SUB have not, to the knowledge of the Company and the Shareholders, engaged in any --------------- activities which that are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunderfederal Fraud and Abuse Statute, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i1) 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 Medicare or Medicaid, Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (e1) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (2) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, PHC has not engaged in any activities which --------------- are prohibited under ssthe federal Fraud and Abuse Statute, 42 U.S.C. (S) 1320 a-7b and Regulations contained in 42 CFR (S) 1001 et seq. 1320a-7b or ss. 1395nn of Title 42 of (the United States Code or the regulations promulgated thereunder"Fraud and Abuse Statute"), or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), 22- directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i1) 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 Medicare or Medicaid, Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (e1) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (2) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The Company(i) Except as could not reasonably be expected to result in liability to the Borrower in excess of $5,000,000, the Shareholders and all persons and entities providing professional services for the Company's business have Borrower has not, or to the its knowledge of the Company has not been alleged to have, and the Shareholdersno owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in Borrower has, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a1) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment under any Healthcare Laws; (b2) 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 paymentpayment under any Healthcare Laws; (c3) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d4) 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, kind or offering to pay or receive such remuneration (iI) in return for referring an individual to a person 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 Medicare or Medicaidany Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (5) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (eII) referring false or fraudulent; or (6) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a patient for designated health services fact required to be stated therein or providing designated health services necessary to make the statements contained therein not misleading) of a patient upon referral from an entity or person material fact with which the orthodontist or an immediate family member has a financial relationship, and respect to information required to be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which no exception under ss.1395nn of Title 42 of the United States Code appliesXxxxxxxx is a party are in compliance with all Healthcare Laws.

Fraud and Abuse. The CompanyNeither the Borrower nor its Subsidiaries or Affiliates nor any of their respective officers, the Shareholders and all persons and entities providing professional services for the Company's business have notdirectors nor, to the knowledge of the Company and the ShareholdersBorrower, any Contract Provider, has engaged in any activities which that are prohibited under ss. 1320a-7b any applicable Medicare Regulations or ss. 1395nn of Title 42 of the United States Code Medicaid Regulations or the regulations promulgated thereunder, or related state or local statutes or regulations, or which that are prohibited by any applicable rules of professional conduct, including, conduct (including but not limited to, to the following, to the extent applicable: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 kind of offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program), which failure to comply with such rules and regulations, individually or (e) referring taken as a patient for designated health services whole, would reasonably be expected to or providing designated health services to have a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesMaterial Adverse Effect.

Fraud and Abuse. The CompanyPractice, the Shareholders Practice Employees and all --------------- other persons and entities providing professional services for the Company's business Practice have not, to the knowledge of the Company Practice and the Shareholders, each Physician Member engaged in any activities which are prohibited under ss. 1320a-7b by or ss. 1395nn of Title 42 are in violation of the United States Code rules, regulations, policies, Contracts or the regulations promulgated thereunder, or related state or local statutes or regulationsApplicable Law pertaining to any Third Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material Material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material Material fact for use in determining rights to any benefit or payment; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its the Practice's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or of arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging forfor or recommending purchasing, leasing, or recommending, purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyNone of the Practices or the ASC's (during the --------------- time period in which any have been affiliated with Seller), the Shareholders Seller Subs and all persons and entities providing professional services for the Company's business Seller have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b (S)1320a-7b or ss. 1395nn (S)1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist physician or an immediate family member has a financial relationship, and to which no exception under ss.1395nn (S)1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanySeller, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company PCA-Subs and the ShareholdersPCA-Subs' respective officers, directors, trustees and employees, as applicable, have not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunderfederal, or related state or local statutes or regulationsregulations including, without limitations, applicable Medicare and Medicaid statutes (42 U.S.C. Section 1320a-7a and 7b and Section 1395nn and the regulations promulgated thereunder), or which are prohibited by rules of professional conductconduct or which otherwise could constitute fraud, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facilityfacility or service in violation of any applicable law, service regulation, covenant or item for which payment may fiduciary obligation. The representations and warranties of Seller contained in this Section 2.27 shall not be made subject to the indemnification limitations of Seller set forth in whole or in part by Medicare or MedicaidSection 7, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from but shall represent an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn obligation of Title 42 of the United States Code appliesSeller hereunder.

Fraud and Abuse. The CompanyTarget, the Shareholders its officers and all --------------- directors, and persons and entities providing professional services for the Company's business Target, have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code Fraud and Abuse Statute, or the regulations promulgated thereunderthereunder pursuant to such statute, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i1) 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 Medicare or Medicaid, Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (e1) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (2) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The Company, the Shareholders Seller and all persons and entities providing professional services for the Company's business Business have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. § 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose Knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration remuneration: (iA) 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 Medicare or Medicaid, ; or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. The Seller has at all times complied with the requirements of Georgia Statutes which prohibit physicians who have an ownership, investment or (e) beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of designated and other health services, and has at all times complied with the Georgia Statutes. Furthermore, the Seller has filed all reports required to be filed by the State of Georgia and federal law regarding compensation arrangements and financial relationships between a patient for designated health services to or providing designated health services to a patient upon referral from physician and an entity or person with to which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesphysician refers patients.

Fraud and Abuse. The CompanyShareholder, the Shareholders Company and all persons and entities Persons providing professional services for the Company's business Company have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. § 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration remuneration: (iA) 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 Medicare or Medicaid, ; or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. The Company has at all times complied with the requirements of Virginia Statutes which prohibit physicians who have an ownership, investment or (e) beneficial interest in certain health care facilities from referring a patient patients to such facilities for the provisions of designated and other health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationshipservices, and to the Shareholder's Knowledge has at all times complied with the Virginia Statutes. Furthermore, the Company has filed all reports required by the Commonwealth of Virginia or federal law to be filed regarding compensation arrangements and financial relationships between a physician and an entity to which no exception under ss.1395nn of Title 42 of the United States Code appliesphysician refers patients.

Fraud and Abuse. The CompanyNeither the Borrower nor any of its Subsidiaries, the Shareholders and all persons and entities providing professional services for the Company's business have notnor any of their respective officers or directors has, to the knowledge on behalf of the Company Borrower or any of its Subsidiaries, knowingly or wilfully violated the federal Medicare and the ShareholdersMedicaid statutes, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. (S)1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidother applicable third-party payers, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaidother applicable third- party payers. With respect to this Section, knowledge of an individual director or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 officer of the United States Code appliesBorrower or a Subsidiary of any of the events described in this Section shall not be imputed to the Borrower or such Subsidiary unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a director or officer of the Borrower or such Subsidiary.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have notNeither OCA nor any Subsidiary (nor, to the knowledge of the Company and the ShareholdersOCA, any Managed Practice or any physician shareholder or employee of any Managed Practice), has engaged in any activities which that are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. (S)(S) 1320a-7b, or the regulations promulgated thereunder, or related state or local statutes or regulationsRequirements of Law, or which that are prohibited by rules of professional conduct, including, but not limited towithout limitation, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 or receive such remuneration (iy) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other government or private third party payor, or (iiz) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid, any other government or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesprivate third party payor.

Fraud and Abuse. The Company(i) No Borrower has, the Shareholders or to its knowledge has been threatened to have, and all persons and entities providing professional services for the Company's business have notno owner, to the knowledge of the Company and the Shareholdersofficer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a1) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment under any Healthcare Laws; (b2) 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 paymentpayment under any Healthcare Laws; (c3) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (d4) 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, kind or offering to pay or receive such remuneration (iI) in return for referring an individual to a person 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 Medicare or Medicaidany Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (5) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (eII) referring false or fraudulent; or (6) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a patient fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (I) a Project in order that the Project may qualify for designated health services Governmental Authority certification, or (II) information required to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which no exception under ss.1395nn of Title 42 of Borrower is a party are in compliance with all Healthcare Laws, except to the United States Code appliesextent non-compliance would not reasonably be expected to have a Material Adverse Effect.

Fraud and Abuse. The Company(i) No Borrower has, the Shareholders and all persons and entities providing professional services for the Company's business have notor to its knowledge has any owner, to the knowledge of the Company and the Shareholdersofficer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower has, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code following in connection with the Borrower or the regulations promulgated thereunder, any Products or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the followingservices: (aA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment by Medicare or Medicaid; (bB) 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 paymentpayment by Medicare or Medicaid; (cC) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the criminal intent to fraudulently secure such benefit or paymentpayment fraudulently; and (dD) knowingly and willfully soliciting or receiving any illegal remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration in violation of the federal Anti-Kickback Statute (i42 U.S.C. §1320a-7b(6)) (I) in return for referring an individual to a person 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 Medicare or Medicaid, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; or (E) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known to be (I) not provided as claimed, or (eII) referring a patient for designated health services to false or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationshipfraudulent. To Borrower’s knowledge, and all Material Agreements to which no exception under ss.1395nn of Title 42 of the United States Code appliesany Borrower is a party are in compliance in all material respects with all applicable Healthcare Laws.

Fraud and Abuse. The To the best of its knowledge after due inquiry, neither Company, its officers and directors, or the Shareholders and all Shareholders, or persons and entities providing professional services for the Company's business Clinic, have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ssU.S.C. Sec. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (div) knowingly and willfully willful, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ia) 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 Medicare or Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Other than as would not have a material adverse effect, the Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. Section 1320a-7b or ss. Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist physician or an immediate family member has a financial relationship, and to which no exception under ss.1395nn Section 1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company(i) No Borrower, Operator or, as to the Projects only, the Shareholders ASP has, or to its knowledge has been threatened to have, and all persons and entities providing professional services for the Company's business have notno owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Operator, ASP or Borrower has, or to the its knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (aA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment under any Healthcare Laws; (bB) 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 paymentpayment under any Healthcare Laws; (cC) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (dD) 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, kind or offering to pay or receive such remuneration (iI) in return for referring an individual to a person 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 Medicare or Medicaidany Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (E) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (eII) referring false or fraudulent; or (F) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a patient fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (I) a facility in order that the facility may qualify for designated health services 61 CHICAGO/#2502765.12 Governmental Authority certification, or (II) information required to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception be provided under ss.1395nn of Title 42 of the United States Code appliesU.S.C. § 1320a-3.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business business, the Business or relating to the assets have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. Section 1320a-7b or ss. Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false f a lse statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist physician or an immediate family member has a financial relationship, and to which no exception under ss.1395nn Section 1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The CompanyNeither the Company nor the Stockholder, nor, --------------- to the Shareholders and all knowledge of the Company or the Stockholder, any other persons and or entities providing professional services for the Company's business Practice, have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. ss.1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or of payment; and (div) 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, kind or offering to pay or receive such remuneration (ia) 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 Medicare or Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders Seller and all persons and entities providing professional services for the Company's business Business have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code U.S.C. § 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure failing to disclose Knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration remuneration: (iA) 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 Medicare or Medicaid, ; or (iiB) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. The Seller has at all times complied with the requirements of Louisiana Statutes which prohibit physicians who have an ownership, investment or (e) beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of designated and other health services, and has at all times complied with the Louisiana Statutes. Furthermore, the Seller has filed all reports required to be filed by the State of Louisiana and federal law regarding compensation arrangements and financial relationships between a patient for designated health services to or providing designated health services to a patient upon referral from physician and an entity or person with to which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesphysician refers patients.

Fraud and Abuse. The CompanyNeither Borrower, the Shareholders and all persons and entities providing professional services for the Company's business have nottheir respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Company and the ShareholdersBorrowers, any Contract Provider, has engaged in any activities which that are prohibited under ss. 1320a-7b any applicable Medicare Regulations or ss. 1395nn of Title 42 of the United States Code Medicaid Regulations or the regulations promulgated thereunder, or related state or local statutes or regulations, or which that are prohibited by any applicable rules of professional conductconduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect), including, including but not limited to, to the following, to the extent applicable: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) 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; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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 kind of offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 Medicare Medicare, Medicaid or Medicaid, any other state or (e) referring a patient for designated Federal health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliescare program.

Fraud and Abuse. The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge None of the Company and the ShareholdersBorrower, any Subsidiary (including any Excluded Subsidiary), any Managed Practice, or any physician shareholder or employee of any Managed Practice, has engaged in any activities which that are prohibited under ss42 U.S.C. Sections. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1320a-7b, or the regulations promulgated thereunder, or related state or local statutes or regulationsRequirements of Law, or which that are prohibited by rules of professional conduct, including, but not limited towithout limitation, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) 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, land or offering to pay or receive such remuneration (iy) in return for referring an individual to a person 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 Medicare Medicare, Medicaid or Medicaidany other government or private third party payor, or (iiz) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, good facility, service service, or item for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaid, any other government or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code appliesprivate third party payor.

Fraud and Abuse. The CompanyPractice Group, the Shareholders its officers and all directors, and --------------- persons and entities providing professional services for the Company's business Practice Group, have not, to the knowledge of the Company and the Shareholders, not engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code Fraud and Abuse Statute, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited tolimited, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i1) 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 Medicare or Medicaid, Medicaid or (ii2) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and (d) knowingly and 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 (e1) referring a patient for designated health services to or providing designated health services refer an individual to a patient upon referral from an entity person for the furnishing or person with arranging for the furnishing of any item or service for which the orthodontist payment may be made in whole or an immediate family member has a financial relationshipin part under Medicare or Medicaid or (2) to purchase, and to lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which no exception payment may be made in whole or in part under ss.1395nn of Title 42 of the United States Code appliesMedicare or Medicaid.

Fraud and Abuse. The CompanyNeither Seller, the Shareholders and all persons and entities providing professional services for the Company's business Company nor their respective Affiliates have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under 42 U.S.C. ss. 1320a-7b or 42 U.S.C. ss. 1395nn of Title 42 of the United States Code 1395NN ET SEQ., or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conductconduct in each case in respect of Company Administered Benefits, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or of payment; and (div) 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, kind or offering to pay or receive such remuneration (ia) 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 Medicare or Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility. service, service or item for which payment may be made in whole or Or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company(i) No Borrower or Manager has, the Shareholders or to its knowledge has been threatened to have, and all persons and entities providing professional services for the Company's business have notno owner, to the knowledge of the Company and the Shareholdersofficer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in Manager or any Borrower has, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (aA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment under any Healthcare Laws; (bB) 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 paymentpayment under any Healthcare Laws; (cC) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (dD) 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, kind or offering to pay or receive such remuneration (iI) in return for referring an individual to a person 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 Medicare or Medicaidany Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare CHICAGO/#2321168.11 Laws; (E) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (eII) referring false or fraudulent; or (F) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a patient fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (I) a facility in order that the facility may qualify for designated health services Governmental Authority certification, or (II) information required to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception be provided under ss.1395nn of Title 42 of the United States Code appliesU.S.C. § 1320a-3.

Fraud and Abuse. The Company(i) No Borrower, as to the Projects only, the Shareholders ASP has, or to its knowledge has been threatened to have, and all persons and entities providing professional services for the Company's business have notno owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any ASP or Borrower has, or to the knowledge of the Company and the Shareholdersits knowledge, engaged in any activities which are prohibited under ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (aA) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or paymentpayment under any Healthcare Laws; (bB) 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 paymentpayment under any Healthcare Laws; (cC) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Healthcare Laws on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (dD) 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, kind or offering to pay or receive such remuneration (iI) in return for referring an individual to a person 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 Medicare or Medicaidany Healthcare Laws, or (iiII) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare any Healthcare Laws; (E) presenting or Medicaidcausing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (eII) referring false or fraudulent; or (F) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a patient fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (I) a facility in order that the facility may qualify for designated health services Governmental Authority certification, or (II) information required to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception be provided under ss.1395nn of Title 42 of the United States Code appliesU.S.C. § 1320a-3.

Fraud and Abuse. The Company, the Shareholders its officers and all persons and entities providing professional services for the Company's business have notdirectors and, to the knowledge best of Seller's knowledge, all persons who provide professional services under agreements with the Company and the ShareholdersCompany, have not engaged in any activities which are prohibited under ssfederal Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1320a-7, 1320a-7a anx 0000a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, regulations or which are prohibited by rules of professional conduct, including, but not limited to, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (bii) 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; (ciii) any failure presenting or causing to be presented a claim for reimbursement for services under Medicare, Medicaid or other federal or state health care program that is for an item or service that is known or should be known to be (a) not provided as claimed, or (b) false or fraudulent; (iv) failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and or (dv) knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (ia) 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 Medicare or , Medicare, Medicaid, or other federal or state health care program, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or other federal or state health care program. Neither the Company nor, to the best of Seller's knowledge, persons who provide professional services under agreements with the Company, have been excluded from the Medicare program or Medicaid, or (e) referring a patient for designated any state health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception care program under ss.1395nn of Title 42 of the United States Code applies.U.S.C.

Fraud and Abuse. The CompanyTo the best of its knowledge after due inquiry, the Shareholders neither Practice, its officers and all directors, or persons and entities providing professional services for the Company's business Practice, have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under ss42 U.S.C. Sec. 1320a-7b or ss. 1395nn of Title 42 of the United States Code 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules rules, of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (c) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully willfully, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, and to which no exception under ss.1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. The Company, the Shareholders Seller and Shareholder and all persons and entities providing professional services for the Company's business Medical Practice or the Business have not, to the knowledge of the Company Seller and the Shareholders, engaged in any activities which are prohibited under ss. Section 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) 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; (cb) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (dc) 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 or receive such remuneration (i) 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 Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (d) engaging in any activity which is a basis for exclusion from the Medicare, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the orthodontist or an immediate family member has a financial relationship, Medicaid and to which no exception other federally-funded programs under ss.1395nn Section 1320a-7a of Title 42 of the United States Code appliesCode; (e) any violation of the Medicare or Medicaid requirements, including any fraud and abuse provisions, except where such circumstances could not reasonably be expected to have a Material Adverse Effect.