Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have not, to the knowledge of Seller and Shareholders, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have notNeither Borrower, their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of Seller and Shareholdersthe Borrowers, any Contract Provider, has engaged in any activities which that are prohibited under Section 1320a-7b of Title 42 of the United States Code any applicable Medicare Regulations or the regulations promulgated thereunder, Medicaid Regulations or related state or local statutes or regulations, or which that are prohibited by any applicable rules of professional conduct, including, conduct (including but not limited to, to the following, to the extent applicable: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (biii) knowingly and willfully making or causing failing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or kind of offering to pay or receive such remuneration (ia) in return for referring an individual to a person Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidany other state or Federal health care program, or (iib) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, lease leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid or any other state or Federal health care program), which failure to comply with such rules and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare regulations, individually or Medicaid requirementstaken as a whole, including and fraud and abuse provisions, except where such circumstances would not reasonably be expected to have a Material Adverse Effect.

Fraud and Abuse. Seller Oncology and Shareholders and all persons and entities providing professional services for the Business Oncology, have not, to the knowledge of Seller and ShareholdersOncology, after due inquiry, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 by or are in violation of the United States Code rules, regulations, policies, contracts or the regulations promulgated thereunder, or related state or local statutes or regulationslaws pertaining to any Third Party Payor Program, or which are prohibited by rules of professional conductconduct ("Governmental Rules and Regulations"), including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its Oncology's own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all Neither Corporation nor Stockholder nor persons and entities providing professional services for the Business have notCorporation has, to the knowledge of Seller and ShareholdersCorporation or Stockholder, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code U.S.C. (beta) 1320a-7b, or the tHE regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting effecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the To each Seller's knowledge (without inquiry), no Business have not, to the knowledge of Seller and Shareholders, has engaged in any activities which are prohibited under Section 1320a-7b ss.1320a-7b of Title 42 of the United States Code or the regulations regulation promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, conduct including, but not limited to, the following: following (except where such activities would not have a Material Adverse Effect): (a) knowingly and willfully making or causing to be made a materially false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any materially false statement or representations representation of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any material event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, Medicaid or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have notExcept as would not reasonably be expected to constitute a Material Adverse Effect, to the knowledge of Seller and Shareholdersthe Responsible Officers of the Credit Parties, no member of the Consolidated Group or any of their respective officers, directors or Contract Providers have engaged in any activities which that are prohibited under Section 1320a-7b of Title 42 of the United States Code Medicare Regulations or the regulations promulgated thereunder, Medicaid Regulations or related state or local statutes or regulations, or which that are prohibited by binding rules of professional conduct, including, but not limited towithout limitation, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation a misrepresentation of any material fact in any application for any benefit or 57 payment; (ii) knowingly and willfully making or causing to be made any false statement or a misrepresentation of any material fact for use in determining rights to any benefit or payment; (biii) knowingly and willfully making or causing failing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (iA) in return for referring an individual to a person Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors, or (iiB) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, lease leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and or other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effectapplicable third party payors.

Fraud and Abuse. Seller and Shareholders and all Except as set forth in Schedule 4.36, neither Target, Stockholder nor any persons and and/or entities providing professional services for the Business therefor have not, to the knowledge of Seller and Shareholders, engaged in any activities which are prohibited under Section Sec. 1320a-7b of Title 42 of the United States Code Code, or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure secured such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by the Medicare or MedicaidMedicaid reimbursement programs, or (ii) in return for purchasing, leasing or ordering or arranging for, for or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effectreimbursement programs.

Fraud and Abuse. Neither the Seller and Shareholders and all nor, to the knowledge of the --------------- Seller, any other persons and or entities providing professional services for the Business Practice, have not, to the knowledge of Seller and Shareholders, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code U.S.C. (S)1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (biii) knowingly and willfully making or causing failure to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or of payment; and (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders The Company and all persons and entities providing professional services for the Business Company's business have not, to the knowledge of Seller the Company and the Shareholders, engaged in any activities which are prohibited under Section ss. 1320a-7b or ss. 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.or

Fraud and Abuse. Seller Neither the Acquired Companies, the Subsidiaries, nor their respective officers and Shareholders and all persons and entities providing professional services for the Business directors have not, to the knowledge of Seller and Shareholders, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of U.S.C. ss.s▇. ▇▇20-7, 7a or 7b or 42 U.S.C. ss.1395nn (subject to the United States Code exceptions set forth in such legislation), or the regulations promulgated thereunder, thereunder or related pursuant to similar state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: (a) : a. knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; b. knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant ; 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, with the intent to fraudulently secure such benefit or payment; (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 or receive such remuneration kind (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering ordering, or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; and e. referring a patient for designated health services (eas defined in 42 U.S.C. ss.1395nn) engaging in any activity to or providing designated health services to a patient upon a referral from an entity or person with which is the Stockholder or an immediate family member has a basis for exclusion from the Medicarefinancial relationship, Medicaid and other federally-funded programs to which no exception under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse EffectU.S.C. ss.1395nn applies.

Fraud and Abuse. Seller and Shareholders Shareholder and all persons and entities providing professional services for the Business have not, to the knowledge of Seller and ShareholdersShareholder, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller To JINNAH's Knowledge, JINNAH, the JINNAH Stockholder and Shareholders and all persons and entities providing professional services for the Business JINNAH have not, to the knowledge of Seller and Shareholders, not engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code U.S.C. ss. 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller To FJMDPC's Knowledge, FJMDPC, JAGGEARS and Shareholders and all persons and entities providing professional services for the Business FJMDPC have not, to the knowledge of Seller and Shareholders, not engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code U.S.C. ss. 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have not, to To the knowledge of Seller Parent, Parent and Shareholders, all individual physician practices which Parent manages as of the Closing Date (the "Parent Existing Practices") have not engaged in any activities which are prohibited under Section 1320a-7b ss.1320a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (ciii) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentbenefit; and (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (iA) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (iiB) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller Sellers and Shareholders the Corporations and all persons and entities providing professional services for the Business Practice have not, to the knowledge of Seller Sellers and Shareholdersthe Corporations, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all Neither Corporation nor Stockholder nor persons and entities providing professional services for the Business have notCorporation has, to the knowledge of Seller and ShareholdersCorporation or Stockholder, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code U.S.C. ss. 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting effecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; or (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effect.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have notThe Company and, to the knowledge Knowledge of Seller the Company, its officers, directors, employees and Shareholdersshareholders, have not knowingly engaged in any activities which that are prohibited under (i) 42 U.S.Code. Section 1320a-7b of Title 42 of the United States Code 1320a-7a and 7b, or the regulations promulgated thereunder, pursuant to such statutes or similar or related state or local statutes or regulations, regulations or which are prohibited (ii) by rules of professional conductconduct or which otherwise constitute fraud, including, but not limited to, including the following: (aw) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any application for any healthcare benefit or payment; (x) making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any health care benefit or payment; (by) knowingly and willfully making or causing failing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any healthcare benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (dz) knowingly and willfully soliciting soliciting, paying or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person 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 the Federal Health Care Programs (as defined below) or Medicaid, any private payor source or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare the Federal Health Care Programs or Medicaid; (e) engaging in any activity which is a basis for exclusion from private payor source. For the Medicarepurposes of this Agreement, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of term "Federal Health Care Programs" means the Medicare or program, the Medicaid requirements, including program and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effectthe TRICARE program.

Fraud and Abuse. Except as set forth in Schedule 5.22, neither Seller and or the Selling Shareholders and all persons and entities nor any person or entity providing professional or other services for Seller is currently, or in the Business have not, to the knowledge of Seller and Shareholderspast five (5) years has, engaged in any activities which are prohibited prohibited, or are cause for criminal or civil penalties or mandatory or permissive exclusion from Medicare or Medicaid, under Section 1320a-7b Sections 1320a-7, 1320a-7a, 1320a-7B or 395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related similar state or local statutes or regulations, or which are prohibited by rules of applicable statutes, regulations, or ethical codes governing professional conduct, including, but not limited to, the following: : (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for use in determining rights to any benefit or payment; ; (bii) knowingly and or willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; ; (ciii) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; ; (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration remuneration: (i1) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, ; or (ii2) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; or (ev) engaging in referring any activity patients to a person or entity with which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 either Seller or either of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have Selling Shareholders has a Material Adverse Effectfinancial relationship that is prohibited by applicable law.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have not, to To the knowledge of Seller the Class A Shareholders and ShareholdersDAP, DAP and its officers, directors, employees, shareholders and providers, have not engaged in any activities which are prohibited under federal Medicaid statues, 42 U.S.C. Section 1320a-7b of Title 42 of the United States Code 1320a-7a and 7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, regulations or which are prohibited by rules of professional conductconduct or which otherwise could constitute fraud, including, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (ii) making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (biii) knowingly and willfully making or causing failing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) knowingly and willfully soliciting soliciting, paying or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (ia) in return for referring an individual to a person Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (iib) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, lease leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; subject, in the case of (eiv) engaging to the lack of clarity in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a law relating to the marketing of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse Effectrisk products by brokers.

Fraud and Abuse. Seller Client and Shareholders FSS agree not to engage, and agree to prohibit all persons and entities providing professional services for the Business have notpursuant to this Agreement from engaging in, to the knowledge of Seller and Shareholders, engaged in any activities which are prohibited under Section 1320a-7b l320a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (ciii) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure jiecure such benefit or payment; and (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (ix) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (iiy) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in Medicaid or any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisions, except where such circumstances would not have a Material Adverse EffectFederal health insurance reimbursement program.

Fraud and Abuse. Neither Seller and Shareholders and all persons and entities nor any Subsidiary nor any person or entity providing professional services for the Business have not, to the knowledge of Seller and Shareholderstheir respective businesses have, engaged in any activities which are prohibited under Section 1320a-7b of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; (dc) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, lease leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (ed) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs under Section 1320a-7a of Title 42 of the United States Codeprograms; or (fe) any violation of the Medicare or Medicaid requirements, including and any fraud and abuse provisions, except (i) where such circumstances would could not reasonably be expected to have a Material Adverse EffectEffect or (ii) activities which a reasonably prudent person with knowledge of the underlying facts could reasonably conclude do not pose an unreasonable risk of violation of such law.

Fraud and Abuse. Seller and Shareholders and all persons and entities providing professional services for the Business have not, to To the knowledge of Seller and Shareholdersany Responsible Officer, no Orthofix Entity has, nor has any of their officers or directors, engaged in any activities which are prohibited under Section 1320a-7b of Title federal Medicare and M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇‑7b, or 42 of the United States Code U.S.C. § 1395nn, any other foreign or domestic statute related to any Medical Reimbursement Program or the regulations promulgated thereunder, pursuant to such statutes or related domestic or foreign, federal, state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for use in determining rights to any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representations representation of a material fact for use in determining rights to any benefit or payment; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or paymentpayment fraudulently; (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable Third Party Payors, or (ii) in return for purchasing, leasing or ordering or arranging for, for or recommending, recommending the purchasing, lease leasing or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and or other federally-funded programs under Section 1320a-7a of Title 42 of the United States Code; (f) any violation of the Medicare or Medicaid requirements, including and fraud and abuse provisionsapplicable Third Party Payors, except where in each case for any such circumstances would prohibited activity that could not have reasonably be expected to result in a Material Adverse Effect.