Common use of Cost Reports and Other Filings Clause in Contracts

Cost Reports and Other Filings. (A) Each cost report and other required claim and governmental filing (the “Filings”) with respect to Medicare required to be filed by or on behalf of the Company or any of the Subsidiaries has been timely prepared and filed in accordance with Applicable Law and all amounts shown on such cost reports as owed by the Company or such Subsidiary have been paid timely. All of such Filings were, when filed or as they have been subsequently amended, true and complete in all material respects. The Company has made available for inspection by Parent prior to the date of this Agreement each such Filing made after December 31, 2000. (B) Schedule 3.1(w) of the Company Disclosure Schedule lists the Medicare cost reports duly filed by the Company and each of the Subsidiaries covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (1) audited but not fully settled and (2) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports. Except as set forth on Schedule 3.1(w) of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries has received notice, or has knowledge of the existence, of any pending dispute between the Company and/or any of the Subsidiaries and governmental authorities or the Medicare fiscal intermediary regarding such cost reports for the remaining unaudited cost reports, other than with respect to adjustments thereto made in the ordinary course of business which do not involve individual line item adjustments in any cost reporting period in excess of $20,000. Neither the Company nor any of the Subsidiaries has received written notice of, and the Company does not have knowledge of the existence of, any claims against the Company or any of the Subsidiaries by any third-party payors other than routine Medicare audit adjustments, which adjustments have not been and could not reasonably be expected to be material. Neither the Company nor any of the Subsidiaries has received any written notice that Medicare has any claims against it which could result in offsets against future reimbursement in excess of that provided for in the financial statements of Company and the Subsidiaries. The financial statements contained in the Company SEC Documents reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAP.

Cost Reports and Other Filings. (Aa) (i) Each cost report and other required claim claims and governmental filing filings (the “Filings”) with respect to Medicare and each state Medicaid program in which the Company and each Company Subsidiary participate required to be filed by or on behalf of the Company or any of Company Subsidiary on or prior to the Subsidiaries Closing Date has been timely prepared and filed in accordance with Applicable Law applicable Legal Requirements and all amounts shown on such cost reports as owed by the Company or such Company Subsidiary have been paid timely. All timely and (ii) all of such Filings were, when filed or as they have been subsequently amended, true and complete in all material respects. The Company has made available for inspection by Parent prior to the date of this Agreement each such Filing made after December 31January 1, 20002004. (Bb) Schedule 3.1(w) of the Company Disclosure Schedule 3.21 lists the Medicare and Medicaid cost reports duly filed by the Company and each of the Subsidiaries Company Subsidiary covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (1i) audited but not fully settled and (2ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports. Except as set forth on Schedule 3.1(w) of the Company Disclosure Schedule, neither Neither the Company nor any of the Subsidiaries Company Subsidiary has received notice, or has knowledge of the existence, of any pending dispute between the Company and/or any of the Subsidiaries Company Subsidiary and governmental authorities or the Medicare fiscal intermediary regarding such cost reports for the remaining unaudited cost reports, other than with respect to adjustments thereto made in the ordinary course of business which do not involve individual line item adjustments in any cost reporting period in excess of $20,000. Neither the Company nor any of the Subsidiaries Company Subsidiary has received written notice of, and the Company does not have knowledge Knowledge of the existence of, any claims against the Company or any of the Subsidiaries Company Subsidiary by any third-party payors other than routine Medicare and Medicaid audit adjustments, which adjustments have not been and could would not reasonably be expected to be material. Neither the Company nor any of the Subsidiaries Company Subsidiary has received any written notice that Medicare or Medicaid has any claims against it which could result in offsets against future reimbursement in excess of that provided for in the financial statements of Company and the SubsidiariesBalance Sheet. The financial statements contained in the Company SEC Documents Financial Statements reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAP. (c) All home office cost reports filed by the Company and each Company Subsidiary are true and correct and the costs contained in such reports are appropriately included therein and have been properly allocated among the Company and each Company Subsidiary and businesses in accordance with Medicare and Medicaid rules and regulations.

Cost Reports and Other Filings. (A) Each Except as set forth on Schedule 3.21, each cost report and other required claim claims and governmental filing filings (the “"Filings”") with respect to Medicare and each state Medicaid program in which they participate required to be filed by or on behalf of the Company or any of a Company Subsidiary on or prior to the Subsidiaries Closing Date has been or will be timely prepared and filed in accordance with Applicable Law and all amounts shown on such cost reports as owed by the Company or such a Company Subsidiary have been or will be paid timely. All of such Filings were, when filed or as they have been subsequently amended, true and complete in all material respects. The Company has made available for inspection by Parent Buyer prior to the date of this Agreement each such Filing made after December 31, 2000. (B) Filing. Schedule 3.1(w) of the Company Disclosure Schedule 3.21 lists the Medicare and Medicaid cost reports duly filed by the Company and each of the Company Subsidiaries covering all open cost reporting periods prior to for any period after December 31, 1996 for which the Closing Date and Company or any Company Subsidiary could be liable. Schedule 3.21 sets forth which of such cost reports has have been (1) audited and finally settled, audited but not fully finally settled and (2) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports. Except as set forth on Schedule 3.1(w) of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries has received notice, or has knowledge of the existence, of any pending dispute between the Company and/or any of the Subsidiaries and governmental authorities or the Medicare fiscal intermediary regarding such cost reports There is no basis for the remaining unaudited cost reports, other than with respect to adjustments thereto made in the ordinary course of business which do not involve individual line item adjustments in any cost reporting period in excess of $20,000. Neither the Company nor any of the Subsidiaries has received written notice of, and the Company does not have knowledge of the existence of, any claims against the Company or any of the Subsidiaries Company Subsidiary by any third-party payors other than routine Medicare and Medicaid audit adjustments, adjustments which adjustments have not been had and could would not reasonably be expected to be materialhave a Material Adverse Effect. Neither the Company nor any of the Subsidiaries Company Subsidiary has received any written notice that Medicare or Medicaid has any claims against it which could result in offsets against future reimbursement in excess of that provided for in the financial statements of Company and the Subsidiaries. The financial statements contained in the Company SEC Documents reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAPBalance Sheet.

Cost Reports and Other Filings. (Aa) (i) Each cost report report, including home office cost reports and other required claim claims and governmental filing filings (the “Filings”) with Governmental Bodies with respect to Medicare and each state Medicaid program in which the Company and each Company Subsidiary participate, required to be filed by or on behalf of the Company or any of Company Subsidiary on or prior to the Subsidiaries Closing Date has been or will have been timely prepared and filed in accordance with Applicable Law and applicable Legal Requirements. To the Sellers’ Knowledge, all amounts shown on such cost reports as owed by the Company or such Subsidiary have been paid timely. All of such Filings filings were, when filed or as they have been subsequently amended, true and complete in all material respectscomplete. The Company has made available for inspection by Parent Buyer prior to the date of this Agreement each such Filing made after December 31January 1, 20002004. (Bb) Schedule 3.1(w) of the Company Disclosure Schedule 3.21 lists the Medicare and Medicaid cost reports duly filed by the Company and each of the Subsidiaries Company Subsidiary covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (1i) audited but not fully settled and (2ii) neither audited nor settled. To the Knowledge of the Sellers, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports. Except except as set forth on Schedule 3.1(w) of the Company Disclosure Schedule3.21, neither the Company nor any of the Subsidiaries Company Subsidiary has received notice, or has knowledge of the existence, notice of any pending dispute between the Company and/or any of the Subsidiaries Company Subsidiary and governmental authorities or the Medicare fiscal intermediary regarding such cost reports for the remaining unaudited cost reports, other than with respect to routine Medicare and Medicaid adjustments thereto made that would not individually or in the ordinary course of business which do not involve individual line item adjustments in any cost reporting period in excess of $20,000aggregate reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has received written notice of, and the Company does not have knowledge of the existence of, any claims against the Company or any of the Subsidiaries by any third-party payors other than routine Medicare audit adjustments, which adjustments have not been and could not reasonably be expected to be material. Neither the Company nor any of the Subsidiaries Subsidiary has received any written notice that the Medicare has or Medicaid programs have any material claims against it which could result in offsets against future reimbursement in excess of that provided for in the financial statements of Company and the SubsidiariesBalance Sheet. The financial statements contained in the Company SEC Documents Financial Statements reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAP.

Cost Reports and Other Filings. (Ai) Each cost report and other required claim and governmental filing (the “FilingsFiling”) with respect to Medicare and each state Medicaid program in which the Company or any Subsidiary of the Company participates required to be filed by or on behalf of the Company or any Subsidiary of the Subsidiaries Company on or prior to the Closing Date has been timely prepared and filed in accordance in all material respects with Applicable Law applicable Legal Requirements and (ii) all amounts shown on such cost reports as owed by the Company or such Subsidiary have been paid timely. All of such Filings were, when filed or as they have been subsequently amended, true and complete in all material respects. The Company has made available for inspection by Parent Buyer prior to the date of this Agreement each such Filing made after December 31January 1, 20002006. (Bii) Schedule 3.1(wSection 5P(ii)(a) of the Company Disclosure Schedule Letter lists the Medicare and Medicaid cost reports duly filed by the Company and each Subsidiary of the Subsidiaries Company covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (1i) audited but not fully settled and (2ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports. Except as set forth on Schedule 3.1(wSection 5P(ii)(b) of the Company Disclosure ScheduleLetter, neither the Company nor any Subsidiary of the Subsidiaries Company has received notice, or has knowledge of the existence, written notice of any pending dispute between the Company and/or any Subsidiary of the Subsidiaries Company and governmental authorities Governmental Entities or the Medicare fiscal intermediary regarding such cost reports for the remaining unaudited cost reports, other than with respect to adjustments thereto made in the ordinary course of business which do not involve individual line item adjustments in any cost reporting period in excess of $20,000business. Neither the Company nor any Subsidiary of the Subsidiaries Company has received written notice of, and the Company does not have knowledge of the existence of, any claims against the Company or any Subsidiary of the Subsidiaries Company by any third-party payors other than routine Medicare and Medicaid audit adjustments, which adjustments have not been and could not reasonably be expected to be material. Neither the Company nor any Subsidiary of the Subsidiaries Company has received any written notice that Medicare or Medicaid has any claims against it which could result in offsets against future reimbursement in excess of that provided for in the financial statements of Reference Balance Sheet. (iii) All home office cost reports filed by the Company and the Subsidiaries. The financial statements contained in each Subsidiary of the Company SEC Documents reflect adequate reserves for are true and correct in all open material respects and unsettled cost reporting periods have been properly allocated among the Company and each Subsidiary of the Company in accordance in all material respects with GAAPMedicare and Medicaid rules and regulations.

Cost Reports and Other Filings. (Aa) Each (i) each cost report and other required claim claims and governmental filing filings (the “"Filings”") with respect to Medicare and each state Medicaid program in which they participate required to be filed by or on behalf of the Company or any of Company Subsidiary on or prior to the Subsidiaries Closing Date has been timely prepared and filed in accordance with Applicable Law applicable Legal Requirements and all amounts shown on such cost reports as owed by the Company or such Company Subsidiary have been paid timely. All timely and (ii) all of such Filings were, when filed or as they have been subsequently amended, true and complete in all material respects; provided, however, that, for purposes of calculating Damages resulting from any breach or inaccuracy of the representations and warranties in clauses (i) and (ii), all of such Filings and all reserves reflected in the Financial Statements with respect thereto will be aggregated. The Company has made available for inspection by Parent prior to the date of this Agreement each such Filing made after December 31January 1, 20002001. (Bb) Schedule 3.1(w) of the Company Disclosure Schedule 3.21 lists the Medicare and Medicaid cost reports duly filed by the Company and each of the Subsidiaries Company Subsidiary covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (1i) audited but not fully settled and (2ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports. Except as set forth on Schedule 3.1(w) of the Company Disclosure Schedule3.21, neither the Company nor any of the Subsidiaries Company Subsidiary has received notice, or has knowledge of the existence, of any pending dispute between the Company and/or any of the Subsidiaries Company Subsidiary and governmental authorities or the Medicare fiscal intermediary regarding such cost reports for the remaining unaudited cost reports, other than with respect to adjustments thereto made in the ordinary course of business which do not involve individual line item adjustments in any cost reporting period in excess of $20,000. Neither the Company nor any of the Subsidiaries Company Subsidiary has received written notice of, and the Company does not have knowledge Knowledge of the existence of, any claims against the Company or any of the Subsidiaries Company Subsidiary by any third-party payors other than routine Medicare and Medicaid audit adjustments, which adjustments have not been and could would not reasonably be expected to be material. Neither the Company nor any of the Subsidiaries Company Subsidiary has received any written notice that Medicare or Medicaid has any claims against it which could result in offsets against future reimbursement in excess of that provided for in the financial statements of Company and the SubsidiariesBalance Sheet. The financial statements contained in the Company SEC Documents Financial Statements reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAP. (c) All home office cost reports filed by the Company and each Company Subsidiary are true and correct and the costs contained in such reports are appropriately included therein and have been properly allocated among the Company and each Company Subsidiary and businesses in accordance with Medicare and Medicaid rules and regulations.