Common use of Fraud and Abuse Clause in Contracts

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

Fraud and Abuse. Other than None of the Company, the Owner, nor any other person or entity providing professional services on their behalf have been subject to a "final adverse action" as would not have a material adverse effectdefined in 42 U.S.C. 1128E(g)(1). During the past six years, and without any continuing course of action, the Company, the Shareholders Owner and all other persons and entities providing professional services for or on behalf of the Company's business have not, to the knowledge of the Company and the Shareholderstheir actual knowledge, have not engaged in any activities which that are prohibited under Section 1320a-7b 42 U.S.C. ss.ss. 1320a-7, 7a or Section 7b or ▇▇ ▇.S.C. ss. 1395nn of Title 42 of (subject to the United States Code exceptions set forth in such legislation) or the regulations promulgated thereunder, thereunder or related pursuant to similar state or local statutes or regulations, regulations or which that are prohibited by rules of professional conduct, including, but not limited to, the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; ; (b) knowingly and willfully making or causing to be made any a false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure by a claimant to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its their own behalf or on behalf of another, another with the intent to fraudulently secure such benefit or payment; and ; (d) knowingly and willfully offering, paying or soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, Medicaid or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or ; or (e) referring a patient for designated health services (as defined in 42 U.S.C. ss. 1395nn) to or providing designated health services to a patient upon a referral from an entity or person with which the physician or an immediate family member has a financial relationship, relationship and to which no exception under Section 42 U.S.C. ss. 1395nn of Title 42 applies. SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and complete list of the United States Code appliesnames and addresses of each Payor, including any private pay patient as a single payor, of the Company's services that accounted for more than 5% of the aggregate revenues of the Company in the five previous fiscal years. Except as set forth in Section 3.32, the Company has good relations with such Payors, and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any claims submitted to such Payor for payment.

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

Fraud and Abuse. Other than as would not None of the Practices or the ASC's (during the --------------- time period in which any have a material adverse effectbeen affiliated with Seller), the Company, the Shareholders Seller Subs and all persons and entities providing professional services for the Company's business Seller have not, to the knowledge of the Company and the Shareholders, engaged in any activities which are prohibited under Section 1320a-7b (S)1320a-7b or Section 1395nn (S)1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the physician or an immediate family member has a financial relationship, and to which no exception under Section 1395nn (S)1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. Other than as would not have a material adverse effect, the Company, the Shareholders and all persons and entities providing professional services for the Company's business have not, to To the knowledge of the Company General Partner, Limited Partners and the Shareholders, persons who provide professional services under agreements with any of General Partner or Partnership or their Affiliates have not engaged in any activities which are prohibited under Section 1320a-7b or Section 1395nn of Title federal Medicare and Medicaid statutes, 42 of the United States Code U.S.C. Sections 1320a-7, 1320a-7(a) and 1320a-7b, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making payment or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (b) presenting or causing to be presented a claim for reimbursement for services under Medicare, Medicaid, or any other (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and ; (d) knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration kind (i) in return for referring an individual to a person for the furnishing (or arranging for the furnishing furnishing) of any item or service for which payment may be made in whole or in part by Medicare or Medicare, Medicaid, or any other state health care program or (ii) in return for purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid or other state health care program; (e) 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 Medicare, Medicaid, or any other state health care programs; (ef) referring providing to any person information that is known or should be known to be false or misleading that could reasonably be expected to influence the decision when to discharge a hospital in-patient from the hospital; (g) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omit to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (i) the conditions or operations of a facility in order that the facility may qualify for designated Medicare, Medicaid or any other state health services care program certification, or (ii) information required to be provided under Section 1124A of the Social Security Act (42 U.S.C. Section 1320a-3); or (h) knowingly and willingly (i) charging for any Medicaid service money or providing designated health services other consideration at a rate in excess of the rate established by the state, or (ii) charging, soliciting, accepting or receiving, in addition to amounts paid by Medicaid, any gift money, donation or other consideration (other than a patient upon referral charitable, religious or other philanthropic contribution from an entity organization or from a person with which unrelated to the physician or an immediate family member has patient) as a financial relationship, and to which no exception under Section 1395nn of Title 42 precondition of the United States Code appliesGeneral Partner or Partnership precertifying, providing or continuing care for any patient.

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

Fraud and Abuse. Other than as would not have a material adverse effect, the Company, the Shareholders and all persons and entities Neither Seller nor any Subsidiary nor any ---------------- person or entity providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholderstheir respective businesses have, engaged in any activities which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 of the United States Code or the regulations promulgated thereunder, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, but not limited to, the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (cb) any failure by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (dc) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (d) engaging in any activity which is a basis for exclusion from the Medicare, Medicaid and other federally-funded programs; or (e) referring any violation of the Medicare or Medicaid requirements, including any fraud and abuse provisions, except (i) where such circumstances could not reasonably be expected to have a patient for designated health services to Material Adverse Effect or providing designated health services to (ii) activities which a patient upon referral from an entity or reasonably prudent person with which the physician or an immediate family member has a financial relationship, and to which no exception under Section 1395nn of Title 42 knowledge of the United States Code appliesunderlying facts could reasonably conclude do not pose an unreasonable risk of violation of such law.

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

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

Fraud and Abuse. Other than as would not have a material adverse effectTo the best of its knowledge after due inquiry, the Companyneither Practice, the Shareholders its officers and all directors, or persons and entities providing professional services for the Company's business have not, to Clinic (including the knowledge of the Company PAs and the ShareholdersPhysicians), have engaged in any activities which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 of the United States Code U.S.C. Sec. 1320a-7b, or the regulations promulgated thereunderthereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules ruler, of professional conduct, including, including but not limited to, to the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) any failure to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully willful, soliciting or receiving any remuneration (including any kickback, bribe bribe, or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing leasing, or ordering or arranging for, for or recommending, recommending purchasing, leasing leasing, or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaid, or (e) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the physician or an immediate family member has a financial relationship, and to which no exception under Section 1395nn of Title 42 of the United States Code applies.

Fraud and Abuse. Other than as would not have a material adverse effect, None of the Company, Companies or any of their respective or either of the Shareholders and all persons and entities providing professional services for the Company's business have not, to the knowledge of the Company and the Shareholders, predecessors has engaged in any activities which that are prohibited under Section 1320a-7b or Section 1395nn of Title federal Medicare and Medicaid statutes, 42 of U.S.C. Section1320a-7b, the United States Code False Claims Act, Virginia Practitioner Self-Referral Act or the regulations promulgated thereunderpursuant to such statutes, or related any similar federal, state or local statutes or regulations, regulations or which are prohibited by binding rules of professional conduct, including, including but not limited to, to the following: : (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; ; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; ; (c) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate) ), directly or indirectly, overtly or covertly, in cash or in kind, kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare Medicare, Medicaid or Medicaidother applicable third party payors, or (iiiii) in return for purchasing, leasing or ordering or arranging for, for or recommending, 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 other applicable third party payors. None of the Companies provide or have provided any item or service for which a claim for payment, in whole or in part, has been made or submitted to Medicare or Medicaid, or (e) referring a patient for designated health services other than with respect to or providing designated health services to a patient upon referral from an entity or person with which Medicaid claims at the physician or an immediate family member has a financial relationshipstore location on "G Street" in Washington, and to which no exception under Section 1395nn of Title 42 of the United States Code applies.D.C.

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

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

Fraud and Abuse. Other than as would Except to the extent any of the following could not reasonable be expected, individually or in the aggregate, to have a material adverse effect, Material Adverse Effect (a) neither the Company, the Shareholders and all persons and entities providing professional services for the Company's business have notBorrower nor any Subsidiary nor, to the knowledge Knowledge of the Company and the ShareholdersBorrower, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under Section 1320a-7b or Section 1395nn of Title 42 of the United States Code federal Medicare and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇-▇▇, or the regulations promulgated thereunder, pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, includingor which are prohibited under any statute which constitutes as a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to, to the following: (ai) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application applications for any benefit or payment; (bii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (ciii) any failure failing to disclose knowledge by a claimant to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or paymentpayment fraudulently; and (div) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (A) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by a Federal health care program or other applicable third party payors, or (B) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable third party payors; or (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering kind to pay or receive any Person to induce such remuneration Person (iA) in return for referring to refer an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaidunder a Federal health care program, or (iiB) in return to purchase, lease, order, or arrange for or recommend purchasing, leasing or ordering or arranging forleasing, or recommending, purchasing, leasing or ordering any good, facility, service service, or item for which payment may be made in whole or in part by Medicare or Medicaidparty under a Federal health care program, (b) none of the Borrower, any of its Restricted Subsidiaries, or their respective officers and directors has been or is currently excluded from participation in government health care programs pursuant to 42 U.S.C. § 1320a-7 and (ec) referring a patient for designated health services to or providing designated health services to a patient upon referral from an entity or person with which the physician or an immediate family member has a financial relationship, and to which no exception under Section 1395nn of Title 42 none of the United States Code appliesBorrower, its Restricted Subsidiaries, nor any owner, officer, director, partner, agent, managing employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §1001.1001) in the Borrower or any Restricted Subsidiary is a party to, or bound by, any order, individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws.