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8.5 Severabilitv. The invalidity or unenforceability of any provisions of this Agreement or the application thereof to any person or circumstances shall not affect or impair the validity or enforceability of any other provision hereo£ Any provision of this Agreement that is subsequently determined to be invalid or unenforceable because of contravention of any applicable law, statute or government regulation shall be deemed to be amended to the extent necessary to remove the cause of such invalidation or unenforceability, and such provision, as so amended shall remain in full force and effect. 8.6 Medicare Sanctions or Exclusion. Each party hereby represents and warrants that it is not and at no time has been sanctioned or excluded from participation in any federally funded health care programs, including Medicare and Medicaid. Each party shall immediately notify the other party if it or any of its employees are sanctioned or excluded from any federally funded health care program, including Medicare and Medicaid, or threatened with the same. If either party or any of its employees is sanctioned or excluded from participation in any federally funded health care program during the Term of this Agreement, or if at any time after the Effective Date it is determined that a party is in breach of this requirement, this Agreement shall automatically terminate as of the effective date of such sanction, exclusion or breach. 8.7 Captions. The captions to each section of this Agreement are included for ease and convenience of reference only and are not to be considered a part hereof, and shall not be deemed to modify, restrict, or enlarge any of the terms or provisions of this Agreement. 8.8 Recitals. The recitals set forth above are by this reference incorporated in this Agreement. 8.9 No Third Party Beneficiaries. Nothing in this Agreement is intended to create or creates any enforceable legal rights for third-party beneficiaries or individuals or entities other than the parties hereto. 8.10 Construction of Words. Where the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. 8.11 No Inference. This Agreement is being entered into among competent and experienced business persons and the terms and provisions of this Agreement shall be construed fairly as to the parties hereto and not in favor of or against either party, regardless of which party was generally responsible for the preparation of this Agreement. 8.12 Execution and Counterparts. This Agreement and any amendments hereto may be executed by any form of signature allowed by law and in multiple counterparts. Each counterpart shall be deemed an original, and all counterparts together shall constitute one and the same instrument. 8.13 Entire Agreement. This Agreement shall constitute the entire agreement and understanding between the parties, and supersedes all priar oral or written agreements, proposals, promises, and representations of the parties regarding the subject matter 1032762-6 7