Certain Other Representations with Respect to the Hospital and the Practices Sample Clauses

Certain Other Representations with Respect to the Hospital and the Practices. (a) All of the Permits which are material and/or necessary to the operation of the Hospital or the Practices by Sellers are valid and in good standing and Sellers are in compliance with the terms and conditions of all such Permits in all material respects, in each case except where the failure to be valid and in good standing or in compliance would not have a material adverse effect on the Assets, the Hospital or the Practices. As of the Closing Date Sellers will have any and all material Permits required under Legal Requirements to conduct the Hospital and the Practices as presently conducted by Sellers, except where the failure to have any such license would not have a material adverse effect on the Assets, the Hospital or Practices. To the knowledge of Sellers, except as set forth on Schedule 2.9(a), no loss or expiration of any Permit is pending or threatened. (b) Sellers are certified for participation in the Medicare, Medicaid and TRICARE programs and any other federal or state health care reimbursement programs in which they participate, and have current and valid provider agreements with each such program, except where the failure to be so certified or have such provider agreements would not have a material adverse effect. (c) Sellers have not been excluded from Medicare, Medicaid or any federal or state health care reimbursement program, and there is no pending or threatened exclusion action by a governmental authority against Sellers.