Common use of Certain Representations With Respect to the Business Clause in Contracts

Certain Representations With Respect to the Business. (a) The Hospital has current contractual arrangements with third party payors. A complete and accurate copy of the existing third party payor contracts of the Hospital has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(A) lists all third-party payor and managed care agreements which are currently in effect and identifies all risk pools to which BCG is a party. (b) The Hospital is accredited as a general hospital by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and complete and accurate copies of its most recent survey reports, lists of deficiencies, if any, and Certificates of Accreditation relating to the Hospital have been furnished or made available to Buyer. (c) The Hospital is qualified for participation in the Medicare program. A complete and accurate copy of each existing Medicare contract has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (d) The Hospital is qualified for participation in the Medicaid ("TENNCARE") program. A complete and accurate copy of BCG's existing Medicaid contracts have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (e) The Hospital participates in the Champus/TriCare program. The Hospital is presently in compliance in all material respects with all of the terms and conditions of such participation except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (f) Complete and accurate copies of all fire marshal reports in BCG's possession or, to the best of BCG's knowledge, available to BCG with respect to the Hospital after January 1, 1997, have been, or will be prior to Closing, furnished to Buyer. (g) BCG has not received any written notice from any applicable governmental agency, nor does it have knowledge, of any violation of local building codes, ordinances or zoning laws applicable to the Hospital. (h) Copies of the Bylaws of the medical staffs of the Hospital, together with copies of minutes of meetings thereof since January 1, 1997, that are in BCG's possession have been supplied or will prior to Closing be made available to Buyer. No proceedings are pending or, to the best of BCG's knowledge, threatened, seeking to remove or limit the privileges of any member of the Hospital's medical staffs or appealing any such decision of such medical staff. (i) The Hospital currently has a memorandum of understanding with the appropriate peer review organization, and complete and accurate copies of all such memoranda of understanding have been furnished or made available to Buyer, or will prior to Closing be made available to Buyer. (j) To the best of its knowledge, BCG is in material compliance with all applicable laws and regulations that relate to the Assets and Business, including, but not limited to, the following: (k) BCG has not received any written notice of, nor has knowledge of, any threatened termination, cancellation or limitation, or other material adverse modification or change in, BCG's relationship with any payor, physician, medical group (including IPAS), its medical staffs or suppliers.

Certain Representations With Respect to the Business. (a) The Hospital has current contractual arrangements with third party payorsBlue Cross/Blue Shield of Arizona ("Blue Cross"). A complete Complete and accurate copy copies of the existing third party payor Blue Cross contracts of the Hospital has have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(A) lists all third-party payor and managed care agreements which are currently in effect and identifies all risk pools to which BCG is a partycontracts. (b) The Hospital is duly accredited as a general hospital by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and complete and accurate copies a copy of its most recent survey reportsreport, lists list of deficiencies, if any, and Certificates Certificate of Accreditation relating to the Hospital have been furnished or made available to Buyeris included in Schedule 3.14. (c) The Hospital is qualified for participation in the Medicare program. A complete Complete and accurate copy copies of each Seller's existing Medicare contract has contracts for the Hospital have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assetscontracts. (d) The Hospital is qualified for participation in the Medicaid Medicaid, MediCal and Arizona Health Care Cost Containment System ("TENNCAREAHCCCS") programprograms. A complete Complete and accurate copy copies of BCGSeller's existing Medicaid Medicaid, Medical and AHCCCS contracts for the Hospital have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assetscontracts. (e) The Hospital participates in the Champus/TriCare CHAMPUS program. The Hospital is presently in compliance in all material respects with all of the terms and conditions of such participation except where failure to be in compliance would not have a material adverse effect on the Business or the Assetsparticipation. (f) Complete and accurate Seller has previously provided to Buyer copies of all the fire marshal reports in BCGSeller's possession or, to the best of BCG's knowledge, or available to BCG Seller with respect to the Hospital after January 1, 1997. Except as set forth in Schedule 3.9, have been, or will be prior to Closing, furnished to Buyerthe Hospital is not in violation in any material respect of any fire code. (g) BCG Seller has not received any written notice from any applicable governmental agency, nor does it have knowledge, of any violation of local building codes, ordinances or zoning laws applicable previously provided to the Hospital. (h) Copies Buyer copies of the Bylaws of the medical staffs Medical Staff of the Hospital. Except as disclosed on Schedule 3.14, together with copies of minutes of meetings thereof since January 1, 1997, that are in BCG's possession have been supplied or will prior to Closing be made available to Buyer. No no proceedings are pending or, to the best of BCGSeller's knowledge, threatened, threatened seeking to remove or limit the privileges of any member of the medical staff of the Hospital's medical staffs . (h) Complete and accurate copies of all appraisals, if any, obtained by Seller since January 1, 1993, relating to any of the Personal or appealing any such decision of such medical staffReal Property have been furnished to Buyer. (i) The Hospital currently is licensed by the Arizona Department of Health Services to operate ninety-nine (99) acute care beds and twenty (20) skilled nursing beds in its existing facilities located in Mohave County, Arizona. The Hospital's home health agency is licensed by the Arizona Department of Health Services to operate in two counties in Arizona. Schedule 3.14 contains copies of all such licenses. Except as set forth in Schedule 3.14, the Hospital is presently in compliance in all respects with all the terms, conditions and provisions of such licenses. The facilities, equipment, staffing and operations of the Hospital satisfy the applicable licensing requirements of the State of Arizona. (j) Seller has a memorandum previously provided to Buyer copies of all licensure survey reports of the Hospital by the Arizona Department of Health Services since January 1, 1996. (k) The Hospital has entered into memoranda of understanding with the appropriate peer review organization, and complete and accurate copies of all such memoranda of understanding have been furnished or made available to Buyer, or will prior to Closing be made available to Buyerare included on Schedule 3.14. (j) To the best of its knowledge, BCG is in material compliance with all applicable laws and regulations that relate to the Assets and Business, including, but not limited to, the following: (k) BCG has not received any written notice of, nor has knowledge of, any threatened termination, cancellation or limitation, or other material adverse modification or change in, BCG's relationship with any payor, physician, medical group (including IPAS), its medical staffs or suppliers.

Certain Representations With Respect to the Business. (a) The Hospital has current contractual arrangements with third party payors. A complete and accurate copy of the existing third party payor contracts of the Hospital has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(A) lists all third-party payor and managed care agreements which are currently in effect and identifies all risk pools to which BCG SCH is a party. (b) The Hospital is accredited as a general hospital by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and complete and accurate copies of its most recent survey reports, lists of deficiencies, if any, and Certificates of Accreditation relating to the Hospital have been furnished or made available to Buyer. (c) The Hospital is qualified for participation in the Medicare program. A complete and accurate copy of each existing Medicare contract has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (d) The Hospital is qualified for participation in the Medicaid ("TENNCARE") programprogram for Mississippi. A complete and accurate copy of BCGSCH's existing Medicaid contracts have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (e) The Hospital participates in the Champus/TriCare program. The Hospital is presently in compliance in all material respects with all of the terms and conditions of such participation except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (f) Complete and accurate copies of all fire marshal reports in BCGSCH's possession or, to the best of BCGSCH's knowledge, available to BCG SCH with respect to the Hospital after January 1, 19971998, have been, or will be prior to Closing, furnished to Buyer. (g) BCG SCH has not received any written notice from any applicable governmental agency, nor does it have knowledge, of any violation of local building codes, ordinances or zoning laws applicable to the Hospital. (h) Copies of the Bylaws of the medical staffs of the Hospital, together with copies of minutes of meetings thereof since January 1, 19971998, that are in BCGSCH's possession have been supplied or will prior to Closing be made available to Buyer. No proceedings are pending or, to the best of BCGSCH's knowledge, threatened, seeking to remove or limit the privileges of any member of the Hospital's medical staffs or appealing any such decision of such medical staff. (i) The Hospital currently has a memorandum of understanding with the appropriate peer review organization, and complete and accurate copies of all such memoranda of understanding have been furnished or made available to Buyer, or will prior to Closing be made available to Buyer. (j) To the best of its knowledge, BCG SCH is in material compliance with all applicable laws and regulations that relate to the Assets and Business, including, but not limited to, the following: (k) BCG has not received any written notice of, nor has knowledge of, any threatened termination, cancellation or limitation, or other material adverse modification or change in, BCG's relationship with any payor, physician, medical group (including IPAS), its medical staffs or suppliers.

Certain Representations With Respect to the Business. (a) The Hospital has current contractual arrangements with third party payors. A complete and accurate copy of the existing third party payor contracts of the Hospital has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(A) lists all third-party payor and managed care agreements which are currently in effect and identifies all risk pools to which BCG Seller is a party. (b) The Hospital is accredited as a general hospital by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and complete and accurate copies of its most recent survey reports, lists of deficiencies, if any, and Certificates of Accreditation relating to the Hospital have been furnished or made available to Buyer. (c) The Hospital is qualified for participation in the Medicare program. A complete and accurate copy of each existing Medicare contract has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (d) The Hospital is qualified for participation in the Medicaid ("TENNCARE") Medi-Cal program. A complete and accurate copy of BCGSeller's existing Medicaid Medi-Cal contracts have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (e) The Hospital participates in the Champus/TriCare CHAMPUS program. The Hospital is presently in compliance in all material respects with all of the terms and conditions of such participation except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (f) Complete and accurate copies of all fire marshal reports in BCGSeller's possession or, to the best of BCGSeller's knowledge, available to BCG Seller with respect to the Hospital after January 1, 1997, have been, or will be prior to Closing, furnished to Buyer. (g) BCG Seller has not received any written notice from any applicable governmental agency, nor does it have knowledge, of any violation of local building codes, ordinances or zoning laws applicable to the Hospital. (h) Copies of all licensure survey reports of the Hospital by the California Department of Health Services issued from and after January 1, 1996, that are in Seller's possession have been, or will be prior to Closing, supplied or made available to Buyer. (i) Copies of the Bylaws of the medical staffs staff of the Hospital, together with copies of minutes of meetings thereof since January 1, 19971996, that are in BCGSeller's possession have been supplied or will prior to Closing be made available to Buyer. No proceedings are pending or, to the best of BCGSeller's knowledge, threatened, seeking to remove or limit the privileges of any member of the Hospital's Hospital medical staffs or appealing any such decision of such medical staff. (ij) CRH is licensed by the California Department of Health Services as a general acute care rehabilitation hospital authorized to operate 60 beds in its existing location in Chico, California. CRH is presently in compliance with all the terms, conditions and provisions of such license except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(J) contains a copy of such license. The facilities, equipment, staffing and operations of CRH satisfy the applicable hospital licensing requirements of the State of California except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (k) The Hospital currently has a memorandum of understanding with the appropriate peer review organization, and complete and accurate copies of all such memoranda of understanding have been furnished or made available to Buyer, or will prior to Closing be made available to Buyer. (jl) To the best of its knowledge, BCG Seller is in material compliance with all applicable laws and regulations that relate to the Assets and Business, including, but except where the failure thereof would not limited to, have a material adverse effect on the following:Business. (km) BCG Seller has not received any written notice of, nor has knowledge of, any threatened termination, cancellation or limitation, or other material adverse modification or change in, BCGSeller's relationship with any payor, physician, medical group (including IPASIPAs), its the medical staffs staff or suppliers.

Certain Representations With Respect to the Business. (a) The Hospital has current contractual arrangements with third party payors. A complete and accurate copy of the existing third party payor contracts of the Hospital has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(A) lists all third-party payor and managed care agreements which are currently in effect and identifies all risk pools to which BCG Seller is a party. (b) The Hospital is accredited as a general hospital by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and complete and accurate copies of its most recent survey reports, lists of deficiencies, if any, and Certificates of Accreditation relating to the Hospital have been furnished or made available to Buyer. (c) The Hospital is qualified for participation in the Medicare program. A complete and accurate copy of each existing Medicare contract has been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (d) The Hospital is qualified for participation in the Medicaid ("TENNCARE") Medi-Cal program. A complete and accurate copy of BCGSeller's existing Medicaid Medi-Cal contracts have been furnished or made available to Buyer. The Hospital is presently in compliance with all of the terms, conditions and provisions of such contracts except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (e) The Hospital participates in the Champus/TriCare CHAMPUS program. The Hospital is presently in compliance in all material respects with all of the terms and conditions of such participation except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (f) Complete and accurate copies of all fire marshal reports in BCGSeller's possession or, to the best of BCGSeller's knowledge, available to BCG Seller with respect to the Hospital after January 1, 1997, have been, or will be prior to Closing, furnished to Buyer. (g) BCG Seller has not received any written notice from any applicable governmental agency, nor does it have knowledge, of any violation of local building codes, ordinances or zoning laws applicable to the Hospital. (h) Copies of all licensure survey reports of the Hospital by the California Department of Health Services issued from and after January 1, 1996, that are in Seller's possession have been, or will be prior to Closing, supplied or made available to Buyer. (i) Copies of the Bylaws of the medical staffs of the Hospital, together with copies of minutes of meetings thereof since January 1, 19971996, that are in BCGSeller's possession have been supplied or will prior to Closing be made available to Buyer. No proceedings are pending or, to the best of BCGSeller's knowledge, threatened, seeking to remove or limit the privileges of any member of the Hospital's medical staffs or appealing any such decision of such medical staff. (ij) The Hospital is licensed by the California Department of Health Services as a general acute care hospital authorized to operate 123 beds in its existing location in Chico, California. CCH is presently in compliance with all the terms, conditions and provisions of such license except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. SCHEDULE 3.14(J) contains a copy of such license. The facilities, equipment, staffing and operations of CCH satisfy the applicable hospital licensing requirements of the State of California except where failure to be in compliance would not have a material adverse effect on the Business or the Assets. (k) The Hospital currently has a memorandum of understanding with the appropriate peer review organization, and complete and accurate copies of all such memoranda of understanding have been furnished or made available to Buyer, or will prior to Closing be made available to Buyer. (jl) To the best of its knowledge, BCG Seller is in material compliance with all applicable laws and regulations that relate to the Assets and Business, including, but except where the failure thereof would not limited to, have a material adverse effect on the following:Business. (km) BCG Seller has not received any written notice of, nor has knowledge of, any threatened termination, cancellation or limitation, or other material adverse modification or change in, BCGSeller's relationship with any payor, physician, medical group (including IPASIPAs), its the medical staffs staff or suppliers.