Extract to table

357(b); WHEREAS, the restructuring is intended to ensure that the rental payments under this Agreement are set in advance, are consistent with fair market value, are not determined in a manner that takes into account the volume or value of any referrals or other business generated between the parties, and are commercially reasonable even in the absence of any referrals or other business between the parties; and WHEREAS, each party has had the opportunity to consult with its own legal counsel regarding the terms and conditions of this Agreement, and each party enters into this Agreement voluntarily and with full knowledge of its rights and obligations hereunder; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement

1 — "Affiliate" shall mean, with respect to any party, any entity directly or indirectly controlling, controlled by, or under common control with such party

Without limiting the generality of the foregoing, an entity shall be deemed to control another entity if it owns, directly or indirectly, fifty percent (50%) or more of the voting equity interests of such other entity

2 — "AKS" shall mean the federal Anti-Kickback Statute, codified at 42 U

3 — "Annual FMV Recertification" shall mean the process described in Section 4