Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. Except as would not, individually or in the 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 or any Subsidiary of a Borrower nor, to the knowledge of Borrowers, any of their officers or directors, have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b or 42 U.S.C., or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated pursuant to such statutes or related state, local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation of a material fact in any applications for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment (c) failing to disclose knowledge by a claimant 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 secure such benefit or payment fraudulently; (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 Medicare, Medicaid or other applicable third party payors, including any Governmental Authority, 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 Medicare, Medicaid or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the OIG 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. Except as would notThe Company, individually the Owners, the Physician Employees and all other persons and entities providing professional services for or in on behalf of the 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 or any Subsidiary of a Borrower norCompany, to the knowledge of Borrowers, any of their officers or directorsactual knowledge, have not engaged in any activities which that are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.ss. 1320a-7, 7a or 7b or 42 U.S.C., or any other applicable Laws U.S.C. ss. 1395nn (subject to the exce▇▇▇▇▇s set forth in any applicable jurisdiction. Section 1395nn such legislation) or the regulations promulgated thereunder or pursuant to such similar state or local statutes or related state, local regulations or provincial statutes or regulations, or which that 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its their own behalf or on behalf of another with the intent to fraudulently secure such benefit or payment fraudulentlypayment; (d) knowingly and willfully offering, paying or 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 kind (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 or Medicaid or other applicable third party payors, including any Governmental Authority, or (ii) in return for purchasing, leasing or ordering or arranging for or 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 MedicareMedicare or Medicaid; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship and to which no exception under 42 U.S.C. ss. 1395nn applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, Medicaid or other applicable third party payorscorrect and complete list of the names and addresses of each Payor, including any Governmental Authorityprivate pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Notwithstanding Except as set forth in Section 3.32, the foregoing, Loan Parties are aware ofCompany has good relations with such Payors, and have disclosed, none of such Payors has notified the existence of the OIG Investigation and Consent Decree. Loan Parties believe Company that the programs described in the subpoena are in compliance with all applicable Laws, except where the failure it intends to be in compliance would not constitute a Material Adverse Effect. Loan Parties are cooperating fully discontinue its relationship with the government inquiryCompany or to deny any claims submitted to such Payor for payment.

Fraud and Abuse. Except as would notTo the Borrower’s knowledge, individually or in the aggregateeach Property Related Person, 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 or any Subsidiary of a Borrower nor, to the knowledge of Borrowers, any of their officers or its directors, officers and employees and other Persons providing services on behalf of the Property Related Person have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutesin violation of Sections 1128A, 1128C or 1877 of the Social Security Act (42 U.S.C. Section 1320a-7b §§ 1320a-7a, 1320a-7c and 1395nn), the False Claims Act (31 U.S.C. § 3729 et seq.), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. § 3801 et seq.) or 42 U.S.C., other federal or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated pursuant to such statutes or related state, local or provincial statutes or state laws and regulations, or which are prohibited by binding rules of professional conductincluding, including but not limited to to, the following: (ai) knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing to disclose knowledge by a claimant 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 payment fraudulentlypayment; (div) knowingly and willfully soliciting offering, paying, 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 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 Medicareservice, Medicaid or other applicable third party payors, including any Governmental Authority, or (iiB) in return for purchasing, leasing or ordering ordering, or arranging for or recommending the recommending, purchasing, leasing or ordering of any good, facility, serviceservice or item; or (v) billing a patient, resident or payor for health services specified in 42 U.S.C. § 1395nn or any other similar or comparable federal or state laws, or item for providing such health services to a patient or resident, upon a referral from a physician where such physician has a financial relationship with the Property Related Person to which payment may be made in whole or in part by Medicare, Medicaid or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence no exception applies under each of the OIG 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 inquirylaws.

Fraud and Abuse. Except as would The Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, individually or in the 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 or any Subsidiary of a Borrower nor, to the knowledge of Borrowersthe Company and the Shareholders, any of their officers or directors, have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section ss. 1320a-7b or ss. 1395nn of Title 42 U.S.C., or any other applicable Laws in any applicable jurisdiction. Section 1395nn of the United States Code or the regulations promulgated pursuant to such statutes thereunder, or related state, state or local or 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment ; (c) failing any failure by a claimant to disclose knowledge by a claimant 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 payment fraudulently; 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 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing or ordering or arranging for for, or recommending the recommending, purchasing, leasing or ordering of any good, facility, service, service or item for which payment may be made in whole or in part by MedicareMedicare or Medicaid, Medicaid or other applicable third party payors, including any Governmental Authority. Notwithstanding (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 foregoing, Loan Parties are aware oforthodontist or an immediate family member has a financial relationship, and have disclosed, the existence to which no exception under ss.1395nn of Title 42 of the OIG 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 inquiryUnited States Code applies.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Physician, any of their the Company, its officers or and directors, the Professional Employees, and the other persons and entities providing professional services for the Company, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofPhysician or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would notNone of CC Holdings, individually IRG or in the aggregateCNR, constitute a Material Adverse Effect or result in liability for Loan Parties in excess and none of $1,000,000 or result in criminal liability for any Loan Partytheir respective officers and directors, neither any Loan Party or any Subsidiary of a Borrower norand, to the knowledge of BorrowersCC Holdings or IRG, any of their officers persons who provide professional services under agreements with IRG or directorsCNR, have engaged in any activities on behalf of or attributable to either IRG or CNR which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b or 42 U.S.C.ss. 1320a-7b, or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated pursuant to such statutes or related state, state or local or provincial statutes or regulations, regulations or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment ; (c) failing to disclose knowledge by a claimant 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 payment fraudulently; payment; (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 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the OIG 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 inquiryMedicaid.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Physician, any of their the Company, its officers or and directors, the Professional Employees, and the other persons and entities providing professional services for the Company, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b Section 1320-7, 7a or 7b or 42 U.S.C., or any other applicable Laws in any applicable jurisdiction. U.S.C. Section 1395nn (subject to the exceptions set forth in such legislation), or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofPhysician or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. Section 1395nn applies.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Shareholder, any of their the Company, and its officers or directors, and directors have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a customer for designated optical services (as defined in 42 U.S.C. ss.1395nn) to or providing designated optical services to a customer upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofShareholder or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would notTo the best knowledge of Seller and Physician, individually or in none of the aggregateSeller, 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 Physician or any Subsidiary professional employee of a Borrower nor, to the knowledge of Borrowers, any of their officers or directors, have Seller has engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own the claimant's behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment fraudulentlypayment; (div) 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 such remuneration kind (i1) 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware ofMedicaid; and (v) referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) or providing designated health services to a patient upon a referral from an entity or person with which Seller or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Optometrist, any of their the Company, its officers or and directors, the Professional Employees, and the other persons and entities providing professional services for the Company, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes42 U.S.C. Sections 1320-7, 7a or 7b or 42 U.S.C. Section 1320a-7b or 42 U.S.C.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofOptometrist or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. Section 1395nn applies.

Fraud and Abuse. Except as would notdisclosed on Schedule I, individually or in the aggregateCompany and its Subsidiaries, 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 or any Subsidiary of a Borrower norand, to the knowledge of Borrowersthe Company and its Subsidiaries after reasonable inquiry, their respective officers and directors, and persons who provide professional services under agreements with the Company or any of their officers or directors, its Subsidiaries have engaged been and are in any activities which are prohibited under material compliance with federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b or 42 U.S.C.ss.s▇. ▇▇20a-7, or any other applicable Laws in any applicable jurisdiction. Section 1395nn or 1320a-7(a), 1320a-7(b) and 1395nn, as amended, and the regulations promulgated pursuant to such statutes thereunder or related state, state and local or provincial statutes or regulations, or which are prohibited by binding and regulations and rules of professional conduct, including but and have not limited to the followingat anytime: (ai) knowingly and willfully making made or causing caused to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making made or causing caused to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing presented or caused to be presented a claim for reimbursement for services under Medicare or Medicaid, or other state health care programs 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) failed to disclose knowledge by a claimant 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 fraudulently to secure such benefit or payment fraudulentlypayment; (dv) knowingly and willfully soliciting illegally offered, paid, solicited or receiving received any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay such remuneration kind (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 MedicareMedicare or Medicaid, Medicaid or other applicable third party payors, including any Governmental Authoritystate health care programs, or (iib) 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 Medicare, Medicare or Medicaid or other applicable third party payorsstate health care programs; (vi) knowingly made a payment, including any Governmental Authority. Notwithstanding directly or indirectly, to a physician as an inducement to reduce or limit services to individuals who are under the foregoing, Loan Parties are aware of, and have disclosed, the existence direct care of the OIG Investigation physician and Consent Decree. Loan Parties believe who are entitled to benefits under Medicare or Medicaid, or other state health care programs; (vii) provided 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 made or caused to be made or induced or sought to induce the making of any false statement or representation (or omitted 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 programs described in the subpoena are in compliance with all applicable Lawsfacility may qualify for Medicare or Medicaid or other state health care program certification, except where the failure 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) charged for any Medicaid service, money or other consideration at a rate in compliance would not constitute excess of the rates established by the state, or (b) for services covered (in whole or in part) by Medicaid, charged, solicited, accepted or received, in addition to amounts paid by Medicaid, any gift, money, donation or other consideration (other than a Material Adverse Effect. Loan Parties are cooperating fully with charitable, religious or philanthropic contribution from an organization or from a person unrelated to the government inquiry.patient)

Fraud and Abuse. Except as would notdisclosed on SCHEDULE 6.13, individually or in the aggregateBorrower and its Subsidiaries, 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 or any Subsidiary of a Borrower norand, to the knowledge of Borrowersthe Borrower and its Subsidiaries after reasonable inquiry, their respective officers and directors, and persons who provide professional services under agreements with the Borrower or any of their officers or directors, its Subsidiaries have engaged been and are in any activities which are prohibited under material compliance with federal Medicare and Medicaid statutes, 42 U.S.C. Section ss.s▇. ▇▇20a-7, 1320a-7(a), 1320a-7b or 42 U.S.C.and 1395nn, or any other applicable Laws in any applicable jurisdiction. Section 1395nn or as amended, and the regulations promulgated pursuant to such statutes thereunder or related state, state and local or provincial statutes or regulations, or which are prohibited by binding and regulations and rules of professional conduct, including but and have not limited to the followingat anytime: (ai) knowingly and willfully making made or causing caused to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making made or causing caused to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing presented or caused to be presented a claim for reimbursement for services under Medicare or Medicaid, or other state health care programs 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) failed to disclose knowledge by a claimant 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 fraudulently to secure such benefit or payment fraudulentlypayment; (dv) knowingly and willfully soliciting illegally offered, paid, solicited or receiving received any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay such remuneration kind (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 MedicareMedicare or Medicaid, Medicaid or other applicable third party payors, including any Governmental Authoritystate health care programs, or (iib) 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 Medicare, Medicare or Medicaid or other applicable third party payorsstate health care programs; (vi) knowingly made a payment, including any Governmental Authority. Notwithstanding directly or indirectly, to a physician as an inducement to reduce or limit services to individuals who are under the foregoing, Loan Parties are aware of, and have disclosed, the existence direct care of the OIG Investigation physician and Consent Decree. Loan Parties believe who are entitled to benefits under Medicare or Medicaid, or other state health care programs; (vii) provided 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 made or caused to be made or induced or sought to induce the made of any false statement or representation (or omitted 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 programs described in the subpoena are in compliance with all applicable Lawsfacility may qualify for Medicare or Medicaid or other state health care program certification, except where the failure 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) charged for any Medicaid service, money or other consideration at a rate in compliance would not constitute excess of the rates established by the state, or (b) for services covered (in whole or in part) by Medicaid, charged, solicited, accepted or received, in addition to amounts paid by Medicaid, any gift, money, donation or other consideration (other than a Material Adverse Effect. Loan Parties are cooperating fully with charitable, religious or philanthropic contribution from an organization or from a person unrelated to the government inquiry.patient)

Fraud and Abuse. Except as would notNone of the Seller, individually Optometrists or in the 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 or any Subsidiary of a Borrower nor, to the best of Seller's knowledge any optometrist, employee or contractors of Borrowers, any of their officers or directors, have the Seller has engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own the claimant's behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment fraudulentlypayment; (div) 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 such remuneration kind (i1) 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware ofMedicaid; and (v) referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) or providing designated health services to a patient upon a referral from an entity or person with which Seller or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would notset forth in Schedule 3.21 attached hereto: (a) none of the Company, individually its officers, directors or in the 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 or any Subsidiary of a Borrower nor, to the knowledge of Borrowers, any of their officers or directors, employees have engaged in in, [and to Sellers’ Knowledge none of the persons who provide professional services under agreements with the Company,] have engaged in, any activities which are prohibited under federal Federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b or 42 U.S.C.§§ 1320a-7, or any other applicable Laws in any applicable jurisdiction. Section 1395nn 1320a-7a and 1320a-7b, or the regulations promulgated pursuant to such statutes or related state, state or local or provincial statutes or regulations, 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment ; (ciii) 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 to be (A) not provided as claimed, or (B) false or fraudulent; (iv) failing to disclose knowledge by a claimant 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 payment fraudulently; payment; 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 such remuneration kind (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 by, Medicare, Medicaid Medicaid, or other applicable third party payors, including any Governmental Authorityfederal or state health care program, or (iiB) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, facility service or item for which payment may be made in whole or in part by Medicare, Medicaid or other applicable third party payorsfederal or state health care program. Neither the Company nor to the Sellers’ Knowledge, including persons who provide professional services under agreements with the Company, have been excluded from the Medicare program or any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware ofstate health care program under 42 U.S.C. §1320a-7, and have disclosedthere is no pending or, to the existence of Sellers’ Knowledge, threatened exclusion action against the OIG Investigation and Consent Decree. Loan Parties believe that the programs described in the subpoena are in compliance with all applicable LawsCompany or, except where the failure to be in compliance would not constitute a Material Adverse Effect. Loan Parties are cooperating fully with the government inquirySellers’ Knowledge, against any such professional persons.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Optometrist, any of their the Company, its officers or and directors, the Professional Employees, and the other persons and entities providing professional services for the Company, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b Section 1320- 7, 7a or 7b or 42 U.S.C., or any other applicable Laws in any applicable jurisdiction. U.S.C. Section 1395nn (subject to the exceptions set forth in such legislation), or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofOptometrist or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. Section 1395nn applies.

Fraud and Abuse. Except as would notTo the knowledge of any Loan Party after due inquiry, individually or in the aggregateno Loan Party, constitute a Material Adverse Effect or result in liability for no Loan Parties in excess of $1,000,000 or result in criminal liability for Party personnel nor any Loan Party, neither any Loan Party or any Subsidiary of a Borrower nor, to the knowledge of Borrowers, any of their 's officers or and directors, have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, the Medicare and Medicaid Anti-Fraud and Abuse Amendments found at 42 U.S.C. Section 1320a-7b or sections 1320a-7, 1320a-7a and 1320a-7b, Star▇ ▇▇ found at 42 U.S.C.U.S.C. section 1395nn, or any other applicable Laws in any applicable jurisdiction. Section 1395nn the Civil False Claims Act found at 31 U.S.C. section 3727, the criminal false claims statute found at 18 U.S.C. section 287, the federal CHAMPUS statute or the regulations promulgated pursuant to such statutes or related state, state or local or provincial statutes or regulations, regulations or which are prohibited by binding rules of professional conductconduct promulgated by the appropriate licensing authority of the state or states in which such entity does business including, including but not limited to to, the following: : (ai) knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment ; (ciii) 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 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 payment fraudulently; payment; (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 such remuneration kind (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 MedicareCHAMPUS, Medicaid Medicare or Medicaid, or other applicable third party payors, including any Governmental Authoritystate health care program, or (iib) 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 CHAMPUS, Medicare or Medicaid or other state health care program; or (vi) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omit 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 CHAMPUS, Medicare, Medicaid or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the OIG 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.state health care program certification,

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Partnership and the Partners, any of their officers or directorsthe Partnership, and its Partners have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including Medicaid; and e. referring a customer for designated optical services (as defined in 42 U.S.C. ss.1395nn) to or providing designated optical services to a customer upon a referral from an entity or person with which any Governmental Authority. Notwithstanding of the foregoing, Loan Parties are aware ofPartners or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Physician, any of their the Company, its officers or and directors, the Partnership, its partners, the Professional Employees, and the other persons and entities providing professional services for the Company and the Partnership, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b Section 1320-7, 7a or 7b or 42 U.S.C., or any other applicable Laws in any applicable jurisdiction. U.S.C. Section 1395nn (subject to the exceptions set forth in such legislation), or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofPhysician or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. Section 1395nn applies.

Fraud and Abuse. Except as would notset forth in Schedule 3.8(a), individually or in the aggregateNew York Operations, 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 Partyits officers, neither any Loan Party or any Subsidiary of a Borrower nor, to the knowledge of Borrowers, any of their officers or directors, employees and providers, have not engaged in any activities which are prohibited under federal Medicare health care fraud and Medicaid abuse statutes, including 42 U.S.C. Sections 1320a-7, 1320a-7a and 7b, 18 U.S.C. Sections 1035 and 1347, and 31 U.S.C. Section 1320a-7b or 42 U.S.C.3729, or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated pursuant to such statutes or related state, state or local or provincial statutes or regulations, regulations or which are prohibited by binding rules of professional conductconduct or which otherwise could constitute fraud (“Prohibited Activity”), including but not limited to the following: : (ai) knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; ; (bii) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment ; (ciii) failing to disclose knowledge by a claimant 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 secure such benefit or payment 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 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, Medicaid or other applicable third party payors, including any Governmental AuthorityFederal Health Care Programs (as defined in 42 U.S.C. Section 1320a-7b(f), or (iib) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by MedicareFederal Health Care Programs. Except as set forth in Schedule 3.8(a), Medicaid AmeriPath, its Affiliates or other applicable third party payorsany of their respective officers, including directors, employees, shareholders and providers have not engaged in any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the OIG Investigation and Consent Decree. Loan Parties believe that the programs described in the subpoena are in compliance with all applicable LawsProhibited Activity, except where the failure to be in compliance for such activities that would not constitute result in a Material Adverse Effect. Loan Parties are cooperating fully with the government inquiry.

Fraud and Abuse. Except as would not, individually or in the aggregate, constitute a Material Adverse Effect or result in liability for Loan Parties in excess Neither any Cred▇▇ ▇▇▇▇▇ nor any of $1,000,000 or result in criminal liability for any Loan Party, neither any Loan Party or any Subsidiary of a Borrower its Subsidiaries has engaged (nor, to the knowledge of Borrowersthe Credit Parties, has any Affiliated Practice or any dental-shareholder, orthodontist-shareholder or employee of their officers or directors, have engaged any Affiliated 52 Practice engaged) in any activities which that are prohibited under federal Medicare and Medicaid statutes42 U.S.C. Section 1320a-7b, 42 U.S.C. Section 1320a-7b or 42 U.S.C.1395nn, or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated pursuant to such statutes thereunder, or related state, local or provincial statutes or regulationsRequirements of Law, or which under any similar state Law or regulation, or that are prohibited by binding rules of professional conduct, including but not limited to including, without limitation, the following: : (a) knowingly and willfully making or causing to be made a false statement or misrepresentation of a material fact in any applications application for any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment ; (c) failing to disclose knowledge by a claimant 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 secure such benefit or payment fraudulently; ; (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, Medicaid or any other applicable government or private third party payors, including any Governmental Authority, payor or (ii) in return for purchasing, leasing 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 Medicare, Medicaid or any other applicable government or private third party payorspayor; and (e) making any prohibited referral for designated health services, including or presenting or causing to be presented a claim or bill to any Governmental Authority. Notwithstanding individual, third party payor or other entity for design▇▇▇▇ health services furnished pursuant to a prohibited referral, except to the foregoing, Loan Parties are aware of, and have disclosed, the existence extent that any activities of the OIG Investigation and Consent Decree. Loan Parties believe that the programs types described in clauses (a) through (e) above do not, individually or in the subpoena are aggregate, (A) adversely affect Persons generating 3% or more of total revenues of the Credit Parties and their Subsidiaries and (B) result 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 inquiryexclusion of such Persons from federal or state healthcare programs or civil or criminal penalties.

Fraud and Abuse. Except as would not, individually or in the 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 or any Subsidiary of a Borrower nor, to To the knowledge of Borrowersany Responsible Officer, no Orthofix Entity has, nor has any of their officers or directors, have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇‑7b, or 42 U.S.C. Section 1320a-7b or 42 U.S.C.§ 1395nn, or any other applicable Laws in foreign or domestic statute related to any applicable jurisdiction. Section 1395nn Medical Reimbursement Program or the regulations promulgated pursuant to such statutes or related statedomestic or foreign, federal, state or local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications for any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment ; (c) failing to disclose knowledge by a claimant 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 secure such benefit or payment fraudulently; ; (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 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, Medicaid or other applicable third party payors, including any Governmental AuthorityThird 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 Medicare, Medicaid or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the OIG Investigation and Consent Decree. Loan Parties believe that the programs described in the subpoena are in compliance with all applicable LawsThird Party Payors, except where the failure in each case for any such prohibited activity that could not reasonably be expected to be result in compliance would not constitute a Material Adverse Effect. Loan Parties are cooperating fully with the government inquiry.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Physician, any of their the Company, its officers or and directors, the Professional Employees, and the other persons and entities providing professional services for the Company, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes42 U.S.C. Sections 1320-7, 7a or 7b or 42 U.S.C. Section 1320a-7b or 42 U.S.C.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofPhysician or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. Section 1395nn applies.

Fraud and Abuse. Except as would not, individually or in To the 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 or any Subsidiary of a Borrower nor, to the best knowledge of Borrowersthe Company and the Physician, any of their the Company, its officers or and directors, the Partnership, its partners, the Professional Employees, and the other persons and entities providing professional services for the Company and the Partnership, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes42 U.S.C. Sections 1320-7, 7a or 7b or 42 U.S.C. Section 1320a-7b or 42 U.S.C.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) a. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) b. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) failing c. failure to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) d. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and e. referring a patient for designated health services (as defined in 42 U.S.C. Section 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofPhysician or the Professional Employee or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. Section 1395nn applies.

Fraud and Abuse. Except as would notNone of the Seller, individually or in the 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 Shareholder or any Subsidiary employee, director, officer or consultant of a Borrower nor, to the knowledge of Borrowers, any of their officers or directors, have Seller has engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own the claimant's behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment fraudulentlypayment; (div) 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 such remuneration kind (i1) 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware ofMedicaid; and (v) referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) or providing designated health services to a patient upon a referral from an entity or person with which Seller or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would notNeither the Acquired Companies, individually or in the aggregateSubsidiaries, 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 or any Subsidiary of a Borrower nor, to the knowledge of Borrowers, any of nor their respective officers or directors, and directors have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ▇▇.▇▇. 1320-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding rules of professional conduct, including but not limited to the following: (a) A. knowingly and willfully making or causing to be made a false statement or misrepresentation representation of a material fact in any applications application for any benefit or payment; (b) B. knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (c) C. failing to disclose knowledge by a Medicare or Medicaid claimant 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 payment fraudulentlypayment; (d) D. 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 such remuneration kind (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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding Medicaid; and E. referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the foregoing, Loan Parties are aware ofStockholder or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would notNone of the Seller, individually or in the 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 Physician or any Subsidiary professional employee of a Borrower nor, to the knowledge of Borrowers, any of their officers or directors, have Seller has engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own the claimant's behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment fraudulentlypayment; (div) 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 such remuneration kind (i1) 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware ofMedicaid; and (v) referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) or providing designated health services to a patient upon a referral from an entity or person with which Seller or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.

Fraud and Abuse. Except as would not, individually or in the 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 or any Subsidiary of a Borrower nor, to To the knowledge of Borrowersany Authorized Officer, no Orthofix Entity has, nor has any of their officers or directors, have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b § 1320a 7b, or 42 U.S.C.U.S.C. § 1395nn, or any other applicable Laws in foreign or domestic statute related to any applicable jurisdiction. Section 1395nn Medical Reimbursement Program or the regulations promulgated pursuant to such statutes or related domestic or foreign, federal, state, provincial, territorial or local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing to disclose knowledge by a claimant 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 secure such benefit or payment fraudulently; (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 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, Medicaid or other applicable third party payorsThird Party Payors, including any Governmental Authority, or or (iiB) 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 Medicare, Medicaid or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware of, and have disclosed, the existence of the OIG Investigation and Consent Decree. Loan Parties believe that the programs described in the subpoena are in compliance with all applicable LawsThird Party Payors, except where the failure in each case for any such prohibited activity that could not reasonably be expected to be result in compliance would not constitute a Material Adverse Effect. Loan Parties are cooperating fully with the government inquiry.

Fraud and Abuse. Except as would notNone of the Seller, individually or in the 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 or any Subsidiary of a Borrower Optometrist nor, to the knowledge best of BorrowersSeller's and Optometrist's knowledge, any professional employee of their officers or directors, have the Seller has engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C.U.S.C. ss.1395nn (subject to the exceptions set forth in such legislation), or any other applicable Laws in any applicable jurisdiction. Section 1395nn or the regulations promulgated thereunder or pursuant to such statutes similar state or related state, local or provincial statutes or regulations, or which are prohibited by binding 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 misrepresentation representation of a material fact in any applications application for any benefit or payment; (bii) knowingly and willfully making or causing to be made any a false statement or misrepresentation representation of a material fact for use in determining rights to any benefit or payment; (ciii) failing failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own the claimant's behalf or on behalf of another another, with the intent to fraudulently secure such benefit or payment fraudulentlypayment; (div) 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 such remuneration kind (i1) 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, Medicaid Medicare or other applicable third party payors, including any Governmental AuthorityMedicaid, or (ii2) in return for purchasing, leasing leasing, or ordering ordering, or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or other applicable third party payors, including any Governmental Authority. Notwithstanding the foregoing, Loan Parties are aware ofMedicaid; and (v) referring a patient for designated health services (as defined in 42 U.S.C. ss.1395nn) or providing designated health services to a patient upon a referral from an entity or person with which Seller or an immediate family member has a financial relationship, and have disclosed, the existence of the OIG 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 inquirywhich no exception under 42 U.S.C. ss.1395nn applies.