Common use of Licensing and Accreditation Clause in Contracts

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Licensing and Accreditation. Except where (a) Each of the Loan Parties and their Subsidiaries has, except to the extent such failure to do so could would not reasonably be expected to have result in a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider extent applicable: (i) has obtained (or been duly assigned) all required Governmental Approvals and certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses and Facilities as currently operated; (ii) has obtained and maintains in good standing all Governmental Approvals and Healthcare Permits; (iii) obtained and maintains accreditation from one or more all generally recognized accreditation accrediting agencies where such accreditation is customary in the industry in which it is engagedrequired by applicable Law or necessary for reimbursement by any applicable Medical Reimbursement Program; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement Medicare Provider Agreements and, to be able to provide managed health care services to Medicare or Medicaidthe extent applicable, Medicaid Provider Agreements; and (ivv) has taken ensured that all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals Healthcare Permits are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limitedlimited (collectively, including action to obtain“Certificates, preserve Licenses and maintain Accreditation”). No event has occurred or other fact exists with respect to each HMO Subsidiary all certificates the Certificates, Licenses and Accreditation and Governmental Approvals that allows, or after notice or lapse of authoritytime or both, licenseswould allow, permitsrevocation, authorizations suspension, restriction, limitation or termination of any of the Certificates, Licenses and other approvals required under Accreditation and Governmental Approvals, except to the HMO Regulations extent such failure to do so would not reasonably be expected to result in a Material Adverse Effect. No written notice from any Governmental Authority in respect to the revocation, suspension, restriction, limitation or other regulations termination of any material Certificates, Licenses and Accreditation and Governmental Approvals has been delivered or issued by the applicable Governmental Authorityor, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers Loan Parties, threatened in writing, in any such case, that could reasonably be expected to result in a Material Adverse Effect. (b) To the knowledge of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state, state agency, commission or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions provision of such services by such Person in the locations in which where the Loan Parties and their Subsidiaries conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties and their Subsidiaries to operate substantially as currently operated and as presently contemplated to be operated except operated. (c) There is no civil, criminal or administrative action, suit, claim, indictment, proceeding, hearing, charge, complaint, demand, audit inspection or investigation pending or, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all threatened by any federal, state or local governmental agency against any Loan Party or any Subsidiary or any Responsible Officer thereof, nor is there any basis therefore, in any such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent case, that the failure to do so could not would reasonably be expected to have result in a Material Adverse Effect.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider Subsidiaries (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iiiii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS the Centers for Medicare and Medicaid Services to be a Medicare Advantage Organization or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iviii) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Licensing and Accreditation. Except where (a) Each of the Loan Parties and their Subsidiaries has, except to the extent such failure to do so could would not reasonably be expected to have result in a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider extent applicable: (i) has obtained (or been duly assigned) all required Governmental Approvals and certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses and Facilities as currently operated; (ii) has obtained and maintains in good standing all Governmental Approvals and Healthcare Permits; (iii) obtained and maintains accreditation from one or more all generally recognized accreditation accrediting agencies where such accreditation is customary in the industry in which it is engagedrequired by applicable Law or necessary for reimbursement by any applicable Medical Reimbursement Program; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement Medicare Provider Agreements and, to be able to provide managed health care services to Medicare or Medicaidthe extent applicable, Medicaid Provider Agreements; and (ivv) has taken ensured that all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals Healthcare Permits are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limitedlimited (collectively, including action to obtain“Certificates, preserve Licenses and maintain Accreditation”). No event has occurred or other fact exists with respect to each HMO Subsidiary all certificates the Certificates, Licenses and Accreditation and Governmental Approvals that allows, or after notice or lapse of authoritytime or both, licenseswould allow, permitsrevocation, authorizations suspension, restriction, limitation or termination of any of the Certificates, Licenses and other approvals required under Accreditation and Governmental Approvals, except to the HMO Regulations extent such failure to do so would not reasonably be expected to result in a Material Adverse Effect. No written notice from any Governmental Authority in respect to the revocation, suspension, restriction, limitation or other regulations termination of any material Certificates, Licenses and Accreditation and Governmental Approvals has been delivered or issued by the applicable Governmental Authorityor, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers Loan Parties, proposed or threatened. (b) To the knowledge of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state, state agency, commission or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions provision of such services by such Person in the locations in which where the Loan Parties and their Subsidiaries conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties and their Subsidiaries to operate as currently operated and as presently contemplated to be operated except operated. (c) There is no civil, criminal or administrative action, suit, claim, indictment, proceeding, hearing, charge, complaint, demand, audit inspection or investigation pending or, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked threatened by any federal, state or suspended local governmental agency against any Loan Party or otherwise limited except to the extent any Subsidiary or any Responsible Officer thereof, nor is there any basis therefore, that the failure to do so could not would reasonably be expected to have result in a Material Adverse Effect.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower Parent and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider Subsidiaries (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iiiii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS the Centers for Medicare and Medicaid Services to be a Medicare Advantage Organization or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iviii) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower Company and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Licensing and Accreditation. Except where (a) On the failure to do so could not reasonably be expected to have a Material Adverse EffectEffective Date, each of the Borrower and the Restricted SubsidiariesOrthofix Entities has, and to the knowledge extent applicable or required in connection with the business of the Responsible Officers of the Loan Parties, each Contract Provider such Orthofix Entity: (i) has obtained (or been duly assigned) and maintains in good standing all material required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operatedlicenses; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where to the extent reasonably determined to be material to the business of such accreditation is customary Orthofix Entity in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; (iii) in the case of each HMO Subsidiary, has obtained and maintains Medicaid Certification and Medicare Certification; and (iv) entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower Provider Agreement and its Restricted Subsidiaries taken as a wholeMedicaid Provider Agreement, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except limited, and (b) On each date after the Effective Date, each of the Orthofix Entities has, to the extent that applicable: (i) obtained and maintains in good standing all required licenses; (ii) to the failure extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; (iii) obtained and maintains Medicaid Certification and Medicare Certification; and (iv) entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement, except in each case to do so the extent the absence of such license, accreditation, certification or good standing could not reasonably be expected to have a Material Adverse Effect. All such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited, except in each case to the extent such revocation, suspension or other limitation could not reasonably be expected to have a Material Adverse Effect.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower Parent and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider Subsidiaries (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iiiii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS the Centers for Medicare and Medicaid Services to be a Medicare Advantage Organization or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iviii) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a wholebusiness, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. In furtherance of the foregoing, including each of Parent and the Subsidiaries has taken all action to obtain, preserve and maintain with respect to each HMO Subsidiary and Insurance Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers (a) Each of the Loan PartiesParties and their Subsidiaries has, each Contract Provider to the extent applicable: (i) has obtained (or been duly assigned) all required material Governmental Approvals and certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses Businesses and Facilities as currently operated; (ii) has obtained and maintains in good standing all material Governmental Approvals and Healthcare Permits; (iii) obtained and maintains accreditation from one or more all generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engagedaccrediting agencies; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement Medicare Provider Agreements and, to be able to provide managed health care services to Medicare or Medicaidthe extent applicable, Medicaid Provider Agreements; and (ivv) has taken ensured that all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and such material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals Healthcare Permits are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limitedlimited (collectively, including action to obtain“ Certificates, preserve Licenses and maintain Accreditation ”). No event has occurred or other fact exists with respect to each HMO Subsidiary all certificates the Certificates, Licenses and Accreditation and Governmental Approvals that allows, or after notice or lapse of authoritytime or both, licenseswould allow, permitsrevocation, authorizations and other approvals required under the HMO Regulations suspension, restriction, limitation or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all termination of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge any of the Responsible Officers Certificates, Licenses and Accreditation and Governmental Approvals. No notice from any Governmental Authority in respect to the revocation, suspension, restriction, limitation or termination of the Loan Partiesany Certificates, each Licenses and Accreditation and Governmental Approvals has been delivered, issued, proposed or threatened. (b) Each Contract Provider is duly licensed (where license is required) by each state, state agency, commission or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions provision of such services by such Person in the locations in which where the Loan Parties and their Subsidiaries conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties and their Subsidiaries to operate as currently operated and as presently contemplated to be operated except operated. (c) There is no civil, criminal or administrative action, suit, claim, indictment, proceeding, hearing, charge, complaint, demand, audit inspection or investigation pending or, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked threatened by any federal, state or suspended local governmental agency against any Loan Party or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectany Subsidiary or any Responsible Officer thereof, nor is there any basis therefore.

Licensing and Accreditation. (a) Except where to the failure to do so could extent it would not reasonably be expected to have a Material Adverse Effect, each member of the Borrower and the Restricted SubsidiariesConsolidated Group and, and to the knowledge of the Responsible Officers of the Loan Credit Parties, each Contract Provider Provider, to the extent applicable: (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is in good standing all required licenses; (iii) to the extent prudent and customary in the industry in which it is engaged, has obtained and maintains accreditation from all generally recognized accrediting agencies; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract status as a Medicare provider or supplier and as a Medicaid provider or supplier; (v) has complied with CMS or such other agreement the terms of all Medical Reimbursement Program Provider Agreements to be able which it is a party; (vi) has implemented and maintains a compliance program designed to provide managed health care services effective internal controls to promote adherence to, and to prevent and detect material violations of, any applicable HMO Regulations, Medicaid Regulations and Medicare or MedicaidRegulations; and (ivvii) has taken all necessary action implemented and maintains policies consistent with HIPAA on or before the date that any provision thereof becomes applicable to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business member of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limitedConsolidated Group. To the knowledge of the Responsible Officers of the Loan Credit Parties, each Contract Provider is duly licensed (where license is required) by each state, state agency, commission or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which where the Loan Parties members of the Consolidated Group conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties Consolidated Group to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectoperated. To the knowledge of the Responsible Officers of the Loan Credit Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except limited. (b) The accounts receivable of each Credit Party have been adjusted to reflect, in all material respects, the extent reimbursement policies (both those most recently published in writing as well as those not in writing that the failure have been verbally communicated to such Credit Party) of any Medical Reimbursement Program applicable to such Credit Party. In particular, such accounts receivable do so could not reasonably be expected and shall not exceed amounts any obligee is entitled to have a Material Adverse Effectreceive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Consolidated Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Consolidated Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.otherwise

Licensing and Accreditation. (a) Except where to the failure to do so could extent it would not reasonably be expected to have a Material Adverse Effect, each of the Borrower Borrowers and the Restricted Subsidiariestheir Subsidiaries has, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider extent applicable: (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains in good standing all required licenses, permits, authorizations and approvals of each Governmental Authority necessary to the conduct of its business; (iii) except as set forth on Schedule 6.24(a), obtained and maintains accreditation from one by The Joint Commission, Det Norske Veritas Healthcare or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engagedAccreditation Association for Ambulatory Health Care for each of the hospitals or freestanding surgery centers operated by them; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or MedicaidProvider Agreements and Medicaid Provider Agreements; and (ivv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure ensured that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except limited. (b) The Borrowers will, and will cause each of their HMO Subsidiaries to, preserve and maintain (i) the licensing and certification of each HMO Subsidiary pursuant to the HMO Regulations, (ii) all certifications and authorizations necessary to ensure that the HMO Subsidiaries are eligible for all reimbursements available under the HMO Regulations to the extent that applicable and (iii) all licenses, permits, authorizations and qualifications required under the failure to do so could not reasonably be expected to have a Material Adverse EffectHMO Regulations in connection with the ownership or operation of HMOs.

Licensing and Accreditation. (a) Except where to the extent failure to do so could would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted its Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider : (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is in good standing all required licenses; (iii) to the extent prudent and customary in the industry in which it is engaged, has obtained and maintains accreditation from all generally recognized accrediting agencies; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract status as a Medicare provider or supplier and as a Medicaid provider or supplier; (v) has complied with CMS or such other agreement the terms of all Medical Reimbursement Program Provider Agreements to be able which it is a party; (vi) has implemented and maintains a compliance program designed to provide managed health care services effective internal controls to promote adherence to, and to prevent and detect material violations of, any applicable HMO Regulations, Medicaid Regulations and Medicare or MedicaidRegulations; and (ivvii) has taken all necessary action implemented and maintains policies consistent with HIPAA on or before the date that any provision thereof becomes applicable to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of Borrower or any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limitedSubsidiaries. To the knowledge of the Responsible Officers of the Loan Credit Parties, each Contract Provider is duly licensed (where license is required) by each state, state agency, commission or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which where the Loan Parties Borrower or any of its Subsidiaries conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties Borrower or any of its Subsidiaries to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectoperated. To the knowledge of the Responsible Officers of the Loan Credit Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except limited. (b) The accounts receivable of each Credit Party have been adjusted to reflect, in all material respects, the extent reimbursement policies (both those most recently published in writing as well as those not in writing that the failure have been verbally communicated to such Credit Party) of any Medical Reimbursement Program applicable to such Credit Party. In particular, such accounts receivable do so could not reasonably be expected and shall not exceed amounts any obligee is entitled to have a Material Adverse Effectreceive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers Each of the Loan PartiesParties and their Subsidiaries has, each Contract Provider to the extent applicable: (i) has obtained (or been duly assigned) all required material Governmental Approvals and certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses Businesses and Facilities as currently operated; (ii) has obtained and maintains in good standing all material Governmental Approvals and Healthcare Permits; (iii) obtained and maintains accreditation from one or more all generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engagedaccrediting agencies; (iiiiv) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement Medicare Provider Agreements and, to be able to provide managed health care services to Medicare or Medicaidthe extent applicable, Medicaid Provider Agreements; and (ivv) has taken ensured that all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and such material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals Healthcare Permits are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limitedlimited (collectively, including action to obtain“ Certificates, preserve Licenses and maintain Accreditation ”). No event has occurred or other fact exists with respect to each HMO Subsidiary all certificates the Certificates, Licenses and Accreditation and Governmental Approvals that allows, or after notice or lapse of authoritytime or both, licenseswould allow, permitsrevocation, authorizations and other approvals required under the HMO Regulations suspension, restriction, limitation or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all termination of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge any of the Responsible Officers Certificates, Licenses and Accreditation and Governmental Approvals. No notice from any Governmental Authority in respect to the revocation, suspension, restriction, limitation or termination of the Loan Partiesany Certificates, each Licenses and Accreditation and Governmental Approvals has been delivered, issued, proposed or threatened. (b) Each Contract Provider is duly licensed (where license is required) by each state, state agency, commission or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions provision of such services by such Person in the locations in which where the Loan Parties and their Subsidiaries conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties and their Subsidiaries to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectoperated.

Licensing and Accreditation. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.