Common use of Fraud and Abuse Clause in Contracts

Fraud and Abuse. None of the Loan Parties, their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, has engaged in any activities that are prohibited under any applicable Medicare Regulations or Medicaid Regulations or that are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect), including but not limited to the following, to the extent applicable: (i) 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; (iii) 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 intent to secure such benefit or payment fraudulently; (iv) 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 of offering to pay such remuneration (a) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care program, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care program.

Fraud and Abuse. None of the Loan PartiesPrinceton II and persons and entities providing professional services for Princeton II, their respective Subsidiaries or Affiliates nor any of their respective officers, directors orhave not, to the knowledge of the Loan PartiesPrinceton II and each Physician Owner, any Contract Providerafter due inquiry, has engaged in any activities that are prohibited under any applicable Medicare Regulations or Medicaid Regulations or that which are prohibited by or are in violation of the rules, regulations, policies, contracts or laws pertaining to any applicable Third-Party Payor Program, or which are prohibited by rules of professional conduct (which failure to comply with such rules "Governmental Rules and regulations would reasonably be expected to have a Material Adverse EffectRegulations"), including but not limited to the following, to the extent applicable: (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (iib) 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; (iiic) 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 Princeton II's own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment fraudulentlypayment; or (ivd) 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 of or offering to pay or receive such remuneration (ai) in return for referring an individual to a Person 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, Medicaid Medicare or any other state or Federal health care programMedicaid, or (bii) 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 any other state or Federal health care programMedicaid.

Fraud and Abuse. None of Neither the Loan Parties, their respective Subsidiaries or Affiliates Corporations nor any of their respective officers, directors orStockholder nor persons and entities providing professional services for the Corporations have, to the knowledge of either the Loan PartiesCorporations or Stockholder, any Contract Provider, has engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S.C. ss. 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: : (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; ; (iib) 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; ; (iiic) failing to disclose knowledge by a claimant 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 intent to fraudulently secure such benefit or payment fraudulentlypayment; or (ivd) 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 of or offering to pay or receive such remuneration (ai) in return for referring an individual to a Person 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, Medicaid Medicare or any other state or Federal health care programMedicaid, or (bii) 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 any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan PartiesNeither Borrower, their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan PartiesBorrowers, any Contract Provider, has engaged in any activities that are prohibited under any applicable Medicare Regulations or Medicaid Regulations or that are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect), including but not limited to the following, to the extent applicable: (i) 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; (iii) 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 intent to secure such benefit or payment fraudulently; (iv) 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 of offering to pay such remuneration (a) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care program, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care program.

Fraud and Abuse. None Each of the Loan PartiesMed-Search, MS Acquisition Corporation and Suncrest, their respective Subsidiaries or Affiliates nor any of their respective officers, directors oremployees, to the knowledge of the Loan Partiesagents, any Contract Provider, has independent contractors and staff members have not engaged in any activities that which are prohibited under any applicable federal Medicare Regulations and Medicaid statutes, 42 U.S.C. Section 1320a-7b, or Medicaid Regulations the regulations promulgated pursuant to such statutes or that related state or local statutes or regulations or which are prohibited by any applicable rules of professional conduct (or which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)otherwise could constitute fraud, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (ii) knowingly and willfully willingly making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; , (iii) 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 intent to secure such benefit or payment fraudulently; , (iv) 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 of or offering to pay such remuneration (aA) 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 any other state or Federal health care programMedicaid, or (bB) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan PartiesTo each Seller's knowledge (without inquiry), their respective Subsidiaries or Affiliates nor any of their respective officerssuch Seller has not, directors or, to the knowledge of the Loan Parties, any Contract Provider, has engaged in any activities that which are prohibited under any applicable Medicare Regulations ss.1320a-7b of Title 42 of the United States Code or Medicaid Regulations the regulation promulgated thereunder, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct including, but not limited to, the following (which failure to comply with except where such rules and regulations activities would reasonably be expected to not have a Material Adverse Effect), including but not limited to the following, to the extent applicable: ): (ia) knowingly and willfully making or causing to be made a materially false statement or representation of a material fact in any applications application for any benefit or payment; (iib) knowingly and willfully making or causing to be made any materially false statement or representation of a material fact for use in determining rights to any benefit or payment; (iiic) failing any failure by a claimant to disclose knowledge by a claimant 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 fraudulentlypayment; and (ivd) knowingly and willfully soliciting or receiving any remuneration renumeration (including any and kickback, bribe or rebate), ) directly or indirectly, overtly or covertly, in cash or in kind of kind, or offering to pay or receive such remuneration renumeration (ai) 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 any other state or Federal health care program, or (bii) in return for purchasing, leasing or ordering or arranging for for, or recommending the recommending, purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan Parties, their respective Subsidiaries or Affiliates nor any of their respective officers, directors orADC and, to the knowledge ADC's knowledge, each employee of the Loan Parties, any Contract Provider, has ADC providing professional services for ADC have not engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S. C. ss. 1320a-7b or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (iib) 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; (iiic) failing to disclose knowledge by a claimant of the 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 intent to fraudulently secure such benefit or payment fraudulentlypayment; and (ivd) 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 of or offering to pay or receive such remuneration (ai) in return for referring an individual to a Person 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, Medicaid Medicare or any other state or Federal health care programMedicaid, or (b) Q 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 any other state or Federal health care programMedicaid.

Fraud and Abuse. None of To the Loan PartiesPrinceton Stockholders' Knowledge, their respective Subsidiaries or Affiliates nor any of their respective officersPrinceton, directors or, to the knowledge of the Loan Parties, any Contract Provider, has Princeton Stockholders and persons and entities providing professional services for Princeton have not engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S.C. Section 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (iib) 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; (iiic) 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 intent to fraudulently secure such benefit or payment fraudulentlypayment; and (ivd) 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 of or offering to pay or receive such remuneration (ai) 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 any other state or Federal health care programMedicaid, or (bii) 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 any other state or Federal health care programMedicaid.

Fraud and Abuse. None To the best of its knowledge after due inquiry, neither Practice, its officers and directors, or persons and entities providing professional services for the Loan PartiesPractice, their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, has have engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S.C. Sec. 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules rules, of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (iib) 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; (iiic) failing failure 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 intent to fraudulently secure such benefit or payment fraudulentlypayment; and (ivd) knowingly and willfully willfully, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind of or offering to pay or receive such remuneration (ai) 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 any other state or Federal health care programMedicaid, or (bii) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of Neither the Loan Parties, their respective Subsidiaries or Affiliates nor any of their respective officers, directors orCredit Parties nor, to the knowledge of the Loan officers of the Credit Parties, any Contract Providerof their stockholders, has officers or directors, have engaged in any activities that which are prohibited under any applicable federal Medicare Regulations and Medicaid statutes, 42 U.S.C. Section 1320a-7b, or Medicaid Regulations 42 U.S.C. Section 1395nn or that are prohibited by any applicable rules of professional conduct (which failure the regulations promulgated pursuant to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)statutes or related state or local statutes or regulations, including but not limited to the following, to the extent applicable: (ia) 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; (iib) 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; (iiic) 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; (ivd) 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 of or offering to pay such remuneration (ai) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of 67 any item or service for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care programapplicable third party payors, or (bii) 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 Medicare, Medicaid or any other state applicable third party payors, in each case if the result of engaging in such prohibited activity has resulted or Federal health care programcould be reasonably expected to result in material damages, fees, penalties and/or liabilities for the Credit Parties.

Fraud and Abuse. None of the Loan PartiesCompany, their respective Subsidiaries or Affiliates nor any of their respective officers, directors the Subsidiary or, to the knowledge Knowledge of the Loan PartiesSellers, any Contract Provider, the Practice has engaged in any activities activity that are is prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b, the False Claims Act, or the regulations promulgated pursuant to such statutes, or any applicable Medicare Regulations similar federal, state or Medicaid Regulations local statutes or that regulations or which are prohibited by any applicable binding rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited including, without limitation to the following, to the extent applicable: : (ia) 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; ; (iib) 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; ; (iiic) 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 intent to secure such benefit or payment fraudulently; and (ivd) 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 of or offering to pay such remuneration (ai) 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 or any other state or Federal health care programapplicable third party Payors, or (bii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care programapplicable third party Payors.

Fraud and Abuse. None of the Loan Parties, their respective Subsidiaries or Affiliates Neither OCA nor any of their respective officers, directors orSubsidiary (nor, to the knowledge of the Loan PartiesOCA, any Contract ProviderManaged Practice or any physician shareholder or employee of any Managed Practice), has engaged in any activities that are prohibited under any applicable Medicare Regulations 42 U.S.C. (S)(S) 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder, or related Requirements of Law, or that are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to including, without limitation, the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation misrepresentation of a material fact in any applications application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation misrepresentation of a material fact for use in determining rights to any benefit or payment; (iii) failing failure 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 intent to secure such benefit or payment fraudulently; and (iv) 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 of kind, or offering to pay or receive such remuneration (ay) 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 state government or Federal health care programprivate third party payor, or (bz) in return for purchasing, leasing 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 Medicare, Medicaid or any other state government or Federal health care programprivate third party payor.

Fraud and Abuse. None of Neither Seller, the Loan Parties, Company nor their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, has have engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S.C. ss. 1320a-7b or Medicaid Regulations 42 U.S.C. ss. 1395NN ET SEQ., or that the regulations promulgated thereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)in each case in respect of Company Administered Benefits, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications 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; (iii) failing failure 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 intent to fraudulently secure such benefit or payment fraudulentlyof payment; and (iv) 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 of or offering to pay or receive such remuneration (a) 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 any other state or Federal health care programMedicaid, or (b) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility. service, service or item for which payment may be made in whole or Or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan PartiesTo UHC’s Knowledge, their respective Subsidiaries or Affiliates neither UHC nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, UHC Personnel has engaged in any activities that which are prohibited under any applicable Medicare Regulations Health Care Law, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications 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; (iii) failing to disclose knowledge by a claimant of the occurrence of knowingly and willingly concealing any event affecting the initial or continued right to receive any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment fraudulentlyin an amount or quantity greater than that which is due or which is authorized; or (iv) 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 of or offering to pay or receive such remuneration (a1) 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 any other state or Federal health care program, or (b2) 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 MedicareMedicare or Medicaid. UHC is not a party to any Corporate Integrity Agreement or similar settlement, Medicaid compliance, or oversight agreement with any other state or Federal health care programGovernmental Body.

Fraud and Abuse. None of the Loan Parties, their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, Doctors has not engaged in any activities that which are prohibited under any applicable federal Medicare Regulations and Medicaid statutes, 42 U.S.C. ss. ss. 1320a-7, 1320a-7(a) and 1320a-7b, the federal CHAMPUS statute, or Medicaid Regulations the regulations promulgated pursuant to such statutes or that state or local statutes or regulations of similar effect, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications 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; (iii) 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, with intent to fraudulently secure such benefit or payment fraudulentlypayment; (ivv) 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 of offering to pay such remuneration (a) 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 any Medicaid, or other state or Federal health care program, or (b) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by CHAMPUS, Medicare or Medicaid or other state health care program; (vi) knowingly making a payment, directly or indirectly, to a physician as an inducement to reduce or limit services to individuals who are under the direct care of the physician and who are entitled to benefits under CHAMPUS, Medicare, Medicaid, or other state health care program; (vii) providing to any person information that is known or should be known to be false or misleading that could reasonably be expected to influence the decision when to discharge a hospital in-patient from the hospital; (viii) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omits to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (a) the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other state or Federal health care program.program certification, or (b) information required to be provided under ss. 1124A of the Social Security Act (42 U.S.C. ss. 1320a-3); (ix) knowingly and willfully (a) charging for any Medicaid service money or other consideration at a rate in excess of the rates established by the state, or (b) charging, soliciting, accepting or receiving, in addition to amounts paid by Medicaid, any gift money, donation or other consideration (other than a charitable, religious or other philanthropic contribution from an organization or from a person unrelated to the patient)

Fraud and Abuse. None of Neither Seller nor persons and entities providing professional services for the Loan Parties, their respective Subsidiaries or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, has Practice have engaged in any activities that which are prohibited under U.S.C. Sec. 1320a - 7b or the regulations promulgated thereunder pursuant to such statutes, or any applicable Medicare Regulations other related state or Medicaid Regulations local statutes and regulations, or that which are prohibited by any applicable rules Rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)Professional Conduct, including but not limited to the following, to the extent applicable: : (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; ; (iib) 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 statement or representation of a material fact for use in determining rights to any benefit or payment; ; (iiic) 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 its, his or her own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment fraudulentlypayment; and (ivd) knowingly and willfully soliciting or receiving any remuneration (including any remuneration, kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind of kind, or offering to pay or receive such remuneration in return for (a) 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 any other state or Federal health care programMedicaid, or (b) in return for purchasing, leasing or ordering ordering, or arranging for or recommending the purchasing, leasing or ordering of ordering, any goodgoods, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan Parties, their respective Subsidiaries or Affiliates nor any of their respective officers, directors orSeller and persons and entities providing professional services for Seller have not, to the knowledge of the Loan PartiesSeller, any Contract Provider, has engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S.C. ss. 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statues or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: : (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; ; (iib) 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; ; (iiic) failing to disclose knowledge by a claimant of the occurrence of any event affecting effecting the initial or continued right to any benefit or payment on its his own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment fraudulentlypayment; or (ivd) 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 of or offering to pay or receive such remuneration (ai) 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 any other state or Federal health care programMedicaid, or (bii) 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 or any other state or Federal health care programMedicare.

Fraud and Abuse. None of The Dialysis Companies, the Loan Parties, their respective Subsidiaries Sellers and persons and entities providing professional services for the Dialysis Companies or Affiliates nor any of their respective officers, directors or, otherwise with respect to the knowledge of the Loan Parties, any Contract Provider, has Dialysis Business have not engaged in any activities that which are prohibited under any applicable Medicare Regulations 42 U.S.C. ss. 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (ia) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (iib) 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; (iiic) 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 intent to fraudulently secure such benefit or payment fraudulentlypayment; and (ivd) 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 of or offering to pay or receive such remuneration (ai) 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 any other state or Federal health care programMedicaid, or (bii) 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 any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan PartiesCompany, their respective Subsidiaries or Affiliates nor any of their respective officers, directors the Subsidiary or, to the knowledge Knowledge of the Loan PartiesSellers, any Contract Provider, the Practice has engaged in any activities activity that are is prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.1320a-7b, the False Claims Act, or the regulations promulgated pursuant to such statutes, or any applicable Medicare Regulations similar federal, state or Medicaid Regulations local statutes or that regulations or which are prohibited by any applicable binding rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited including, without limitation to the following, to the extent applicable: : (ia) 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; ; (iib) 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; ; (iiic) 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 intent to secure such benefit or payment fraudulently; and (ivd) 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 of or offering to pay such remuneration (ai) 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 or any other state or Federal health care programapplicable third party Payors, or (bii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care programapplicable third party Payors.

Fraud and Abuse. None To the knowledge of the Loan PartiesCompany or the Seller, their respective Subsidiaries or Affiliates nor any of the Company, the Seller and their respective officers, directors ordirectors, to the knowledge of the Loan Partiesemployees, any Contract Providerstockholders and providers, has have not engaged in any activities that which are prohibited under any applicable federal Medicare Regulations or Medicaid Regulations statutes, 42 U.S.C. Sections 1320a-7a and 7b, or that the regulations promulgated pursuant to such statutes or state or local healthcare or insurance Laws or which are prohibited by any applicable rules of professional conduct (or which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)otherwise could constitute fraud, including including, but not limited to to, the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications 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; (iii) 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 intent to secure such benefit or payment fraudulently; and (iv) 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 of or offering to pay such remuneration (a) in return for referring an individual to a Person the Seller for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid, or (b) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of Neither the Loan PartiesCompany nor the Stockholder, their respective Subsidiaries or Affiliates nor any of their respective officersnor, directors or, --------------- to the knowledge of the Loan PartiesCompany or the Stockholder, any Contract Providerother persons or entities providing professional services for the Practice, has have engaged in any activities that which are prohibited under any applicable Medicare Regulations U.S.C. ss.1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications 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; (iii) failing failure 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 intent to fraudulently secure such benefit or payment fraudulentlyof payment; and (iv) 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 of or offering to pay or receive such remuneration (a) 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 any other state or Federal health care programMedicaid, or (b) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None To the best of its knowledge after due inquiry, neither Company, its officers and directors, or the Loan PartiesShareholders, their respective Subsidiaries or Affiliates nor any of their respective officerspersons and entities providing professional services for the Clinic, directors or, to the knowledge of the Loan Parties, any Contract Provider, has have engaged in any activities that which are prohibited under any applicable Medicare Regulations U.S.C. Sec. 1320a-7b, or Medicaid Regulations the regulations promulgated thereunder pursuant to such statutes, or that related state or local statutes or regulations, or which are prohibited by any applicable rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications 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; (iii) failing failure 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 intent to fraudulently secure such benefit or payment fraudulentlypayment; and (iv) knowingly and willfully willful, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind of or offering to pay or receive such remuneration (a) 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 any other state or Federal health care programMedicaid, or (b) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.

Fraud and Abuse. None of the Loan Parties, their respective Subsidiaries Companies or Affiliates nor any of their respective officers, directors or, to the knowledge of the Loan Parties, any Contract Provider, Owners has engaged in any activities that are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. ss.1320a-7b, the False Claims Act, or the regulations promulgated pursuant to such statutes, or any applicable Medicare Regulations similar federal, state or Medicaid Regulations local statutes or that regulations or which are prohibited by any applicable binding rules of professional conduct (which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)conduct, including including, but not limited to to, the following, to the extent applicable: : (ia) 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; ; (iib) 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; ; (iiic) 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 intent to secure such benefit or payment fraudulently; and (ivd) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe bride or rebate), directly or indirectly, overtly or covertly, in cash or in kind of or offering to pay such remuneration (ai) 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 or any other state or Federal health care programapplicable third party payors, or (bii) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering order of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid or any other state or Federal health care programapplicable third party payors.

Fraud and Abuse. None Each of the Loan PartiesProspect Medical System and Prospect Medical Group, their respective Subsidiaries or Affiliates nor any of their respective officers, directors oremployees, to the knowledge of the Loan Partiesagents, any Contract Provider, has independent contractors and medical staff members have not engaged in any activities that which are prohibited under any applicable federal Medicare Regulations and Medicaid statutes, 42 U.S.C. Section 1320a-7b, or Medicaid Regulations the regulations promulgated pursuant to such statutes or that related state or local statutes or regulations or which are prohibited by any applicable rules of professional conduct (or which failure to comply with such rules and regulations would reasonably be expected to have a Material Adverse Effect)otherwise could constitute fraud, including but not limited to the following, to the extent applicable: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications application for any benefit or payment; (ii) knowingly and willfully willingly making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; , (iii) 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 intent to secure such benefit or payment fraudulently; , (iv) 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 of or offering to pay such remuneration (aA) 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 any other state or Federal health care programMedicaid, or (bB) in return for purchasing, leasing leasing, or ordering or arranging for or recommending the purchasing, leasing leasing, or ordering of any good, facility, service service, or item for which payment may be made in whole or in part by Medicare, Medicaid Medicare or any other state or Federal health care programMedicaid.