Common use of Health Regulatory Compliance Clause in Contracts

Health Regulatory Compliance. (a) Each Seller described as being so certified on Schedule 5.32(a) is certified for participation in, and party to, valid provider agreements for payment by the Federal Medicare and all applicable state Medicaid programs (the “Government Programs”) for the provision of assisted living, Alzheimer’s care, skilled nursing, or home health care as reflected on Schedule 5.32(a). All Government Programs in which any Seller or any Seller Subsidiary has participated at any time during the last three years are listed on Schedule 5.32(a). True and complete copies of all such provider agreements shall have been furnished or made available to Purchaser during the Due Diligence Period. Each Seller and Seller Subsidiary is in good standing in each Government Program and any third party payor program. Except as set forth on Schedule 5.32(a), none of the Sellers or any Seller Subsidiary has any liabilities to any third party fiscal intermediary or carrier administering the Government Programs, directly to the Government Programs or any Governmental Entity, or to any other third party payor for the recoupment of any amounts previously paid to a Seller (or Seller Subsidiary) or any predecessor by any such third party fiscal intermediary, carrier, Government Program or other third party payor. There are no concluded or pending or, to the knowledge of the Sellers, threatened investigations, audits or other actions by any third party fiscal intermediary or carrier administering the Government Programs or any Governmental Entity, by the Department of Health and Human Services, any state Medicaid agency, intermediary or carrier or any third party payor, to recoup, set-off, or suspend payments to, or demand a refund from, or terminate the provider agreements with, or asserting any claim, demand, penalty, fine, or other sanction with respect to any of the activities, practices, policies or claims of, a Seller or any Seller Subsidiary, and there are no grounds to anticipate any such audit, investigation or action. Neither the Sellers nor any Seller Subsidiary has at any time since January 1, 2001 violated any condition for participation, or any rule, regulation, policy or standard of, any Government Program which has not, as of the date hereof, been satisfactorily cleared or resolved to the satisfaction of the Government Program, except for cited deficiencies the time for resolution of which has not yet passed. All Medicare Cost Reports for all periods since January 1, 2001 have been accurately completed in all material respects and timely filed.

Health Regulatory Compliance. (a) Each Seller described as being so certified on Schedule 5.32(a) Acquired Company is certified for participation in, and party to, valid provider agreements for payment by the Federal Medicare and all applicable state Medicaid programs (the “Government Programs”) for the provision of assisted livinghospice services, Alzheimer’s careand to the Knowledge of the Acquired Companies, skilled nursing, or home health care as reflected on Schedule 5.32(a)such provider agreements are valid. All Government Programs in which any Seller or any Seller Subsidiary Acquired Company has participated at any time during the last three years since June 20, 2002 are listed on Schedule 5.32(a)in Section 4.28 of the Disclosure Schedule. True and complete copies of all such provider agreements shall have been furnished or made available to Purchaser during Sunrise. To the Due Diligence Period. Each Seller and Seller Subsidiary Knowledge of the Acquired Companies, each Acquired Company is in good standing in each Government Program and any third party payor programprogram in which it participates. Except as set forth on Schedule 5.32(a), none None of the Sellers or any Seller Subsidiary Acquired Companies has any liabilities Liabilities to any third party fiscal intermediary or carrier administering the Government Programs, directly to the Government Programs or any Governmental Entity, or to any other third party payor for the recoupment of any material amounts previously paid to a Seller (or Seller Subsidiary) any Acquired Company or any predecessor by any such third party fiscal intermediary, carrier, Government Program or other third party payor, except as set forth in Section 4.28(a) of the Disclosure Schedule. There are no concluded or pending or, to the knowledge Knowledge of the SellersAcquired Companies, threatened investigations, audits or other actions by any third party fiscal intermediary or carrier administering the Government Programs or any Governmental Entity, by the U.S. Department of Health and Human Services, any state Medicaid agency, intermediary or carrier or any third party payor, to recoup, set-off, or suspend payments to, or demand a refund from, or terminate the provider agreements with, or asserting any claim, demand, penalty, fine, or other sanction with respect to any of the activities, practices, policies or claims of, a Seller any Acquired Company. Since June 20, 2002, no Acquired Company has submitted to any Government Program any false or fraudulent claim for payment, nor has any Seller SubsidiaryAcquired Company since June 20, and there are no grounds to anticipate any such audit, investigation or action. Neither the Sellers nor any Seller Subsidiary has at any time since January 1, 2001 2002 violated any condition for participation, or any rule, regulation, policy or standard of, any Government Program which has not, as of the date hereof, been satisfactorily cleared or resolved to the satisfaction of the Government Program, except for cited deficiencies the time for resolution of which has not yet passed. All Medicare Cost Reports cost reports related to the Programs for all periods since January 1June 20, 2001 2002 have been accurately completed in all material respects and timely filed.

Health Regulatory Compliance. (a) Each Seller Acquired Company and, to the Knowledge of Sellers, each Third Party Owner described as being so certified on Section 3.28 of the Disclosure Schedule 5.32(a) is certified for participation in, and party to, valid provider agreements for payment by the Federal Medicare and all applicable state Medicaid programs (the “Government Programs”) for the provision of assisted living, Alzheimer’s care, skilled nursing, or long-term care, home health care as reflected on Schedule 5.32(a)and other related healthcare and support services. All Government Programs in which any Seller Acquired Company or any Seller Subsidiary Third Party Owner has participated at any time during the last three (3) years are listed on Schedule 5.32(a)Section 3.28 of the Disclosure Schedule. True and complete copies of all such provider agreements shall have been furnished or made available to Purchaser during the Due Diligence PeriodBuyer. Each Seller and Seller Subsidiary Acquired Company and, to the Knowledge of Sellers, Third Party Owner is in good standing in each Government Program and any third party payor program. Except as set forth on Schedule 5.32(a), none None of the Sellers or Acquired Companies nor, to the Knowledge of Sellers, any Seller Subsidiary Third Party Owner has any liabilities Liabilities to any third party fiscal intermediary or carrier administering the Government Programs, directly to the Government Programs or any Governmental Entity, or to any other third party payor for the recoupment of any amounts previously paid to a Seller (or Seller Subsidiary) any Acquired Company, Third Party Owner, or any predecessor by any such third party fiscal intermediary, carrier, Government Program or other third party payor. There are no concluded or pending or, to the knowledge Knowledge of the Sellers, threatened investigations, audits or other actions by any third party fiscal intermediary or carrier administering the Government Programs or any Governmental Entity, by the Department of Health and Human Services, any state Medicaid agency, intermediary or carrier or any third party payor, to recoup, set-off, or suspend payments to, or demand a refund from, or terminate the provider agreements with, or asserting any claim, demand, penalty, fine, or other sanction with respect to any of the activities, practices, policies or claims of, a Seller or any Seller SubsidiaryAcquired Company or, to the Knowledge of Sellers, any Third Party Owner, and there are no grounds to anticipate any such audit, investigation or actionaction with respect to any Acquired Company and, to the Knowledge of Sellers, there are no grounds to anticipate any such audit, investigation or action with respect to any Third Party Owner. Neither No Acquired Company or, to the Sellers Knowledge of Sellers, any Third Party Owner has submitted to any Government Program any false or fraudulent claim for payment, nor has any Seller Subsidiary has Acquired Company or, to the Knowledge of Sellers, any Third Party Owner at any time since January 1, 2001 violated any condition for participation, or any rule, regulation, policy or standard of, any Government Program which has not, as of the date hereof, been satisfactorily cleared or resolved to the satisfaction of the Government Program, except for cited deficiencies the time for resolution of which has not yet passed. All Medicare Cost Reports cost reports related to the Greystone Senior Living Communities for all periods since January 1, 2001 prior to the Closing have been accurately completed in all material respects and timely filed.