default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon AWs equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of or (f) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, AWs certificate of incorporation or bylaws, any law, statute, rule or regulation to which AW is subject (except to the extent a Form D is required to comply with applicable securities laws), or any material agreement, instrument, order, judgment or decree to which AW is subject.
4.3 Litigation, etc. There are no actions, suits, proceedings, orders, investigations or claims pending or, to the Knowledge of AW, threatened against or affecting AW at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality with respect to the transactions contemplated by this Agreement.
4.4 Brokerage. There are no claims for brokerage commissions, finders fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement binding upon AW.
4.5 Governmental Consent, etc. No permit, consent, approval or authorization of, or declaration to or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by AW of this Agreement or the other agreements contemplated hereby, or the consummation by AW of any other transactions contemplated hereby or thereby.
4.6 Compliance with Laws. Neither AW or any of its directors, officers, shareholders or employees, nor, to the Knowledge of AW, any of its independent contractors, consultants or agents: (i) has been convicted of or charged with any violation of any law or regulation related to Medicare, Medicaid, a Federal Health Care Program (as that term is defined in Section 1128B(f) of the Social Security Act, 42 U.S.C. §1320a-7b(f)), or any other federal, state or local reimbursement or governmental health program (Governmental Programs), (ii) has been convicted of any violation of any health care related law, including, but not limited to, the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the False Claims Act (31 U.S.C. §§ 3729 et seq.), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Exclusion Laws (42 U.S.C. § 1320a-7), the Civil Monetary Penalties Laws (42 U.S.C. § 1320a-7a), the Stark Laws (42 U.S.C. § 1395nn), the Patient Protection and Affordable Care Act (Public Law 111148, 124 Stat. 119), as amended, and laws imposed or enforced by the U.S. Department of Health and Human Services, (iii) is excluded, suspended, or debarred from participation, or has received a written notice of their exclusion, suspension, or debarment from participation, in Medicare, Medicaid or any other Governmental Program, (iv) has been convicted of any criminal offense relating to the delivery of any item or service under a Federal Health Care Program, or had a civil monetary penalty assessed against them under Section 1128A of the Social Security Act or any regulations promulgated thereunder, (v) is excluded, debarred, suspended, or otherwise disqualified or declared ineligible from receiving federal contracts, certain subcontracts, and certain federal assistance and benefits by the U.S. General Services Administration pursuant to the provisions of 31 U.S.C. 6101, E.O. 12549, E.O. 12689, 48 C.F.R. Section 9.404, and each agencys codification of the Common Rule for