Common use of Licenses, Authorizations and Provider Programs Clause in Contracts

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and the Companies’ Subsidiaries, as applicable are: (i) the holders of all valid licenses and other rights, permits and authorizations required by Law or any Governmental Authority to be owned or possessed by the Companies and the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in Medicare and such other similar federal reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries are eligible to receive payments on account of services provided by them (the “Government Programs”); (iii) the holders of current provider agreements for such Government Programs; and (iv) the holders of current provider agreements with certain private non-governmental programs listed on Schedule 5.20.1 (“Private Programs”). Set forth on Schedule 5.20.1 is a correct and complete list of such licenses, permits and other authorizations under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 have been provided to Buyer. True, complete and correct copies of all surveys of the Companies and/or the Companies’ Subsidiaries conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five (5) years have been provided to Buyer. 5.20.2 No material violation, default, or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.1. None of the Companies nor any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Authority having jurisdiction over the items listed on Schedule 5.20.1, either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledge, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 or to revoke, limit, withdraw or suspend any such item, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledge, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies or any of the Companies’ Subsidiaries and a Government Program or Private Program. No current employee, agent or contractor of any of the Companies or any of the Companies’ Subsidiaries has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to the Medicare and Medicaid programs. 5.20.3 The Companies and each of the Companies’ Subsidiaries have timely filed all cost reports and other reports required to be filed by them prior to the date hereof with respect to the Government Programs and Private Programs. All such reports are complete and accurate in all material respects and have been prepared in compliance with all applicable Laws governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 have been delivered to Buyer. To the Companies’ knowledge, the Companies and the Companies’ Subsidiaries, as applicable, (i) have paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, which have become due pursuant to such reports and related to the Companies or the Companies’ Subsidiaries and (ii) have no Liability under any Government Program or Private Program for any refund, overpayment, discount or adjustment for services provided in the operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course or except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiaries. Except as set forth on Schedule 5.20.3, during the past three (3) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation or notices of intent to reopen any closed cost reports filed with respect to the Companies or the Companies’ Subsidiaries. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries in order to be paid under any Government Program or Private Program for services rendered, except for cost reports not yet due.

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and the Companies’ Subsidiaries(a) Except as set forth on Schedule 2.20(a)(i), as applicable are: (i) the holders of each Seller holds all valid licenses licenses, accreditations, permits, certificates, consents, exceptions, authorizations and other rights, permits and authorizations rights required by Law Law, ordinance, regulation or ruling of any Governmental Regulatory Authority necessary to be owned or possessed by operate the Companies and Pharmacy Business. Except as disclosed on Schedule 2.20(a)(ii), with respect to the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) Pharmacy Business each Seller is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in (the “Medicare and Medicaid programs”) (Medicare and Medicaid programs and such other similar federal federal, state or local reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries any Seller is eligible are eligible hereinafter referred to receive payments on account of services provided by them (collectively as the “Government Programs”); (iii) the holders of and has current provider agreements for such Government Programs; Programs and (iv) the holders of current provider agreements with certain such private non-governmental programs, including without limitation any private insurance program, under which they directly or indirectly are presently receiving payments (such non-governmental programs listed on Schedule 5.20.1 (herein referred to as “Private Programs”). Set forth on Schedule 5.20.1 Schedules 2.20(a)(i) and 2.20(a)(ii) is a correct and complete list with respect to the Pharmacy Business of such all (i) licenses (excluding individual employee licenses), accreditations, permits and other authorizations certificates held by each Seller and (ii) provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 which have been provided to Buyer. True, complete and correct copies of all surveys of each Seller or its predecessors in interest related to the Companies and/or the Companies’ Subsidiaries Pharmacy Business and conducted in connection with any Government Program, Private Program or licensing or accrediting body license (excluding individual employee licenses), accreditation, permit and certificate during the past five two (52) years have been provided to Buyer. 5.20.2 No material (b) Except as disclosed on Schedule 2.20(b), no violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.1Schedules 2.20(a)(i) and 2.20(a)(ii). None of the Companies nor any of the Companies’ Subsidiaries No Seller has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action action, investigation, inquiry or informational request pending or recommended by any Governmental Regulatory Authority having jurisdiction over the items listed on Schedule 5.20.1Schedules 2.20(a)(i) and 2.20(a)(ii), either to revoke, withdraw, limit, withdraw discipline or suspend any licenselicense (excluding individual employee licenses), right accreditation, permit or authorization, certificate or to suspend, terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries Seller in any Government Program or Private Program. To the Companies’ knowledgeKnowledge of Sellers, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 Schedules 2.20(a)(i) and 2.20(a)(ii) or to revoke, limitwithdraw, withdraw limit or suspend any such itemlicense (excluding individual employee licenses), accreditation, permit or certificate or to suspend, terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries Seller in any Government Program or Private Program. To the Companies’ knowledgeExcept as set forth on Schedule 2.20(b), since October 1, 2002, there has been no decision not to renew any provider or third-party payor agreement between of any of Seller that relates to the Companies Pharmacy Business. Except as listed on Schedule 2.20(b), no Consent or approval of, prior filing with or notice to, or any of the Companies’ Subsidiaries and a action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Government Program or Private Program. No current employee, agent or contractor of any by reason of the Companies or any of assignment thereof to Buyer at the Companies’ Subsidiaries has been excluded from or prohibited from providing services under any federal or state health care programClosing, including but not limited to the Medicare and Medicaid programs. 5.20.3 The Companies and each of the Companies’ Subsidiaries have timely filed all cost reports and other reports required to be filed by them prior to the date hereof with respect to the Government Programs and Private Programs. All such reports are complete and accurate in all material respects and have been prepared in compliance with all applicable Laws governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 have been delivered to Buyer. To the Companies’ knowledge, the Companies and the Companies’ Subsidiaries, as applicable, (i) have paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, which have become due pursuant to such reports and related to the Companies or the Companies’ Subsidiaries and (ii) have no Liability under any Government Program or Private Program for any refund, overpayment, discount or adjustment for services provided in the continued operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course or except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as Pharmacy Business by Buyer thereafter on a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing basis consistent with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiaries. Except as set forth on Schedule 5.20.3, during the past three (3) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation or notices of intent to reopen any closed cost reports filed with respect to the Companies or the Companies’ Subsidiaries. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries in order to be paid under any Government Program or Private Program for services rendered, except for cost reports not yet due.past

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and the Companies’ Subsidiaries, as applicable are: (ia) the holders of BPC holds all valid licenses and other rights, accreditations, permits and authorizations required by Law or ruling of any Governmental Regulatory Authority necessary to be owned or possessed by the Companies and the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) operate its business. BPC is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal federal, state or local reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which BPC is eligible are hereinafter referred to collectively as the Companies and/or the Companies’ Subsidiaries are eligible to receive payments on account of services provided by them (the “"Government Programs”); (iii") the holders of and have current provider agreements for such Government Programs; Programs and (iv) the holders of current provider agreements with certain such private non-governmental programs, including without limitation any private insurance program, under which BPC directly or indirectly is presently receiving payments (such non-governmental programs listed on Schedule 5.20.1 (“herein referred to as "Private Programs”"). Set forth on Schedule 5.20.1 2.18(a) is a correct and complete list of such licenses, accreditations, permits and other authorizations authorizations, and provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 which have been provided to Buyer. True, complete and correct copies of all surveys of the Companies and/or the Companies’ Subsidiaries BPC or its predecessors in interest and conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five two (52) years have been provided to Buyer. 5.20.2 (b) No material violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.12.18(a). None of the Companies nor Neither Sellers or BPC have received any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Regulatory Authority having jurisdiction over the items listed on Schedule 5.20.12.18(a), either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of the Companies or any of the Companies’ Subsidiaries BPC in any Government Program or Private Program. To the Companies’ knowledge, no No event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 2.18(a) or to revoke, limit, withdraw or suspend any such itemlicense, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries BPC in any Government Program or Private Program. To the Companies’ knowledgeKnowledge of Seller, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies or any of the Companies’ Subsidiaries and a Government Program or Private Program. No current employee, agent or contractor of any of the Companies or any of the Companies’ Subsidiaries has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to the Medicare and Medicaid programsBPC. 5.20.3 The Companies and each of the Companies’ Subsidiaries have (c) BPC has timely filed all cost reports and other reports billings required to be filed by them it prior to the date hereof with respect to the respxxx xx xhe Government Programs and Private Programs. All , all fiscal intermediaries and other insurance carriers and all such reports and billings are complete and accurate xxxxxate in all material respects and have been prepared in compliance with all applicable Laws laws, regulations, and principles governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to copies of such reports and billings for the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 most recent year have heretofore been delivered to Buyermade available xx Xxxxx. To the Companies’ knowledge, the Companies and the Companies’ Subsidiaries, as applicable, (i) have BPC has paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, adjustments which have become due pursuant to such reports and related to the Companies or the Companies’ Subsidiaries billings and (ii) have has no Liability under any Government Program or Private Program for any xxx xxx refund, overpayment, discount or adjustment for services provided in the operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course or except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiariesadjustment. Except as set forth on Schedule 5.20.32.18(c), during the past three (3i) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen audit such prior reports or billings, and (ii) during the last two years BPC has not been audited, xx xxxxrwise examined by any closed cost reports filed with respect to the Companies Government or the Companies’ SubsidiariesPrivate Program. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries BPC in order to be paid under any Government Program or Private Program for services renderedrendered in connection with its business, except for cost reports not yet due.

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and the Companies’ Subsidiaries, as applicable are: (ia) the holders of all valid licenses and other rights, permits and authorizations required by Law or any Governmental Authority to be owned or possessed by the Companies and the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in Medicare and such other similar federal reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries are eligible to receive payments on account of services provided by them (the “Government Programs”); (iii) the holders of current provider agreements for such Government Programs; and (iv) the holders of current provider agreements with certain private non-governmental programs listed on Schedule 5.20.1 (“Private Programs”). Set forth on Schedule 5.20.1 2.19(a)(i) is a correct and complete list of such all (i) licenses, accreditations, permits and other authorizations rights held by Seller and (ii) provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, truePrograms related to the Business, complete and correct copies of all items listed on Schedule 5.20.1 which have been provided to Buyer. True, complete and correct copies of all surveys of Seller or its predecessors in interest related to the Companies and/or the Companies’ Subsidiaries Business and conducted in connection with any Government Program, Private Program or licensing or accrediting accreditor body during the past five three (53) years have been provided to Buyer. Except as set forth on Schedule 2.19(a)(ii), Seller holds all valid licenses, accreditations, permits, certificates, consents, exceptions, authorizations and other rights required by Law, ordinance, regulation or ruling of any Regulatory Authority necessary to operate the Business. Except as disclosed on Schedule 2.19(a)(iii), Seller is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid programs”) (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which Seller is eligible are hereinafter referred to collectively as the “Government Programs”) and has current provider agreements for such Government Programs and with such private non-governmental programs, including without limitation, any private insurance program under which they directly or indirectly are presently receiving payments (such non-governmental programs herein referred to as “Private Programs”). 5.20.2 No material (b) Except as disclosed on Schedule 2.19(b), to Seller’s Knowledge no violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.12.19(a)(i). None of the Companies nor Seller has not received any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action action, investigation, inquiry or informational request pending or recommended by any Governmental Regulatory Authority having jurisdiction over the items listed on Schedule 5.20.12.19(a)(i), either to revoke, limitwithdraw, withdraw limit or suspend any license, right or authorization, authorization or to suspend, terminate the participation of the Companies or any of the Companies’ Subsidiaries Seller in any Government Program or Private Program. To the Companies’ knowledge, no No event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 2.19(a)(i) or to revoke, limitwithdraw, withdraw or suspend any such itemlicense, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries Seller in any Government Program or Private Program. To the Companies’ knowledgeExcept as set forth on Schedule 2.19(b), since January 1, 2006, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies Seller. Except as listed on Schedule 2.19(b), no Consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with the transfer or change of the Companies’ Subsidiaries and a ownership of such license, accreditation, permit, certificate or Government Program or Private Program, by reason of the assignment thereof to Buyer at the Closing, and the continued operation of the Business by Buyer thereafter on a basis consistent with past practices. No current employee, Business Employee or agent or contractor of any of engaged by Seller in connection with the Companies or any of the Companies’ Subsidiaries Business has been excluded from, suspended from or prohibited from providing services under any federal or state health care program, including but not limited to the any federal or state health care program such as Medicare and Medicaid programsMedicaid. 5.20.3 The Companies and each of (c) With respect to the Companies’ Subsidiaries have Business, Seller has timely filed all cost reports and other reports xxxxxxxx required to be filed by them it prior to the date hereof with respect to the Government Programs and Private Programs. All , all fiscal intermediaries and other insurance carriers and all such reports and xxxxxxxx are complete and accurate in all material respects and and, to Seller’s Knowledge, have been prepared in compliance with all applicable Laws Laws, regulations, policies, terms and conditions and principles governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to copies of such reports and xxxxxxxx for the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 most recent year have heretofore been delivered made available to Buyer. To Set forth on Schedule 2.19(c)(i) is a true and complete list of any refunds, overpayments , discounts or adjustments in excess of $5,000 paid to any single Government Program or Private Program by the Companies’ knowledgeBusiness since January 1, the Companies and the Companies’ Subsidiaries, as applicable, (i) have 2006. Seller has paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, adjustments which have become due pursuant to such reports and related to the Companies or the Companies’ Subsidiaries xxxxxxxx and (ii) have has no Liability under any Government Program or Private Program (known or unknown, contingent or otherwise) for any refund, overpayment, discount or adjustment for services provided in the operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course or except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiariesadjustment. Except as set forth on Schedule 5.20.32.19(c)(ii), during the past three (3i) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation claims, litigation, or notices of intent to reopen audit such prior reports or xxxxxxxx, and (ii) during the last two (2) years Seller has not been audited or otherwise examined by any closed cost reports filed with respect to the Companies Government Program or the Companies’ SubsidiariesPrivate Program. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries Seller in order to be paid under any Government Program or Private Program for services renderedrendered in connection with the Business, except for cost reports not yet due. (d) Seller is not subject to any corporate integrity agreements or any other agreements, corporate integrity programs, regulatory guidance or compliance plans with any Regulatory Authority. Seller has provided Buyer with true, correct and complete copies of any corporate integrity agreements and any other agreement, corporate integrity program or compliance plan that is applicable to Seller or any Affiliate of Seller.

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and (a) Except as set forth in Schedule 5.20(a) attached hereto, each of the Companies’ SubsidiariesCompany Entities holds all material licenses, as applicable are: (i) the holders of all valid licenses and other rightsaccreditations, permits and authorizations required by Law or ruling of any Governmental Authority necessary to be owned or possessed by operate the Companies and the Companies’ Subsidiaries for the conduct business of their respective businesses such Company Entity as it is presently conducted; (ii. Except as disclosed in Schedule 5.20(a) attached hereto, each of the Company Entities is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in (the “Medicare and Medicaid Programs”) (Medicare and Medicaid Programs and such other similar federal federal, state or local reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries Company Entities are eligible are hereinafter referred to receive payments on account of services provided by them (collectively as the “Government Programs”); (iii) the holders of and has current provider agreements for such Government Programs; Programs and (iv) the holders of current provider agreements with certain such private non-governmental programs, including without limitation any private insurance program, under which they are presently receiving payments (such non-governmental programs listed on Schedule 5.20.1 (herein referred to as “Private Programs”). Set forth on Schedule 5.20.1 is The Company has provided to Parent a correct and complete list of such licenses, accreditations, permits and other authorizations authorizations, and has made available to Parent all provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 have been provided pursuant to Buyerwhich the Company Entities participate. True, complete and correct copies of all surveys of the Companies and/or facilities operated by the Companies’ Subsidiaries Company Entities conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five (5) years have been provided made available to BuyerParent. 5.20.2 No (b) Except as disclosed in Schedule 5.20(b) attached hereto, no material violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any material licenses, accreditations, permits or authorizations required by Law or ruling of the items listed on Schedule 5.20.1. None of the Companies nor any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Authority having jurisdiction over necessary to operate the items listed on Schedule 5.20.1, either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation business of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private ProgramCompany Entities as presently conducted. To the Companies’ knowledgeKnowledge of the Company, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 or to revoke, limit, withdraw or suspend any such item, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledge, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies or any of the Companies’ Subsidiaries and a Government Program or Private Program. No current employee, agent or contractor of any of the Companies or any of the Companies’ Subsidiaries Company Entity has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to Medicare or Medicaid. Except as listed in Schedule 5.20(b), none of the Medicare Company Entities has received any notice of any action pending or recommended by any state or federal agencies to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of any Company Entity in any Government Program or material Private Program. No event has occurred that, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any material licenses, accreditations, permits or authorizations required by Law or ruling of any Governmental Authority necessary to operate the business of the Company Entities as presently conducted or to revoke, limit, withdraw or suspend any such license, accreditation, permit or authorization or to terminate or modify the participation of any Company Entity in any Government Program or material Private Program. There has been no decision to terminate or not to renew any provider or third-party payor agreement of any Company Entity. Except as listed in Schedule 5.20(b) attached hereto, no Consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Government or Private Program, by reason of the Merger, and Medicaid programsthe continued operation of the business of the Company Entities by the Surviving Corporation after Closing on a basis consistent with past practices. 5.20.3 The Companies and each of (c) Except as disclosed in Schedule 5.20(c) attached hereto, the Companies’ Subsidiaries Company Entities have timely filed all cost reports and other reports xxxxxxxx required to be filed by them prior to the date hereof with respect to the Government Programs and Private Programs, all fiscal intermediaries and other insurance carriers. All such reports xxxxxxxx are complete and accurate in all material respects and have been prepared in compliance with all applicable Laws and principles governing reimbursement and payment of claims. All cost reports have been accepted (Except as provided in the CMS Provider Reimbursement Manual Publication 15-1set forth on Schedule 5.20(c) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 have been delivered to Buyer. To the Companies’ knowledgeattached hereto, the Companies and the Companies’ Subsidiaries, as applicable, (i) Company Entities have paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, which adjustments that have become due pursuant to such reports xxxxxxxx, and related to the Companies or the Companies’ Subsidiaries and (ii) have no Company Entity has any material Liability under any Government Program or Private Program for any refund, overpayment, discount or adjustment adjustment, except for services provided in the operation of the Companies or the Companies’ Subsidiaries other than matters occurring in the ordinary course or except as has been specifically reserved of business consistent with past practice and for which adequate reserves are reflected in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ SubsidiariesStatements. Except as set forth on in Schedule 5.20.35.20(c) attached hereto, during the past three (3i) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation claims, or notices of intent to reopen audit such prior xxxxxxxx, and (ii) during the last two years the Company Entities have not been audited, examined or otherwise by any closed cost reports filed with respect to the Companies Government or the Companies’ SubsidiariesPrivate Program. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries Company Entities in order to be paid under any Government Program or Private Program for services renderedrendered in connection with the business of the Company Entities. Except as set forth in Schedule 5.20(c) attached hereto, except for cost reports there are no payments being withheld by any Private or Government Program pending the resolution of any survey, audit, investigation or appeal with respect to the operations or billing practices of any facility owned, operated or managed by any of the Company Entities. (d) Except as disclosed in Schedule 5.20(d) attached hereto, the Company Entities are not yet duesubject to the terms of any corporate integrity agreements, corporate integrity programs, compliance plans or similar agreements with a Governmental Authority.

Licenses, Authorizations and Provider Programs. 5.20.1 (a) The Dialysis Companies and the Companies’ Subsidiaries, as applicable are: (i) are the holders of all valid licenses and other rights, permits rights and authorizations required by Law law, ordinance, regulation or ruling of any Governmental Authority governmental regulatory authority necessary to be owned or possessed by operate the Companies Dialysis Business as currently operated, and the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in (the "Medicare and such Medicaid programs") (Medicare and Medicaid programs and all other similar federal federal, state or local reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Dialysis Companies and/or the Companies’ Subsidiaries are eligible are hereinafter referred to receive payments on account of services provided by them (collectively as the “"Government Programs”); (iii") the holders of and have current provider agreements for such Government Programs; Programs and (iv) the holders of current provider agreements with certain such private non-governmental programs, including without limitation any private insurance program, under which the Dialysis Business directly or indirectly is presently receiving payments (such non-governmental programs listed on Schedule 5.20.1 (“herein referred to as "Private Programs”"). Set forth on Schedule 5.20.1 2.21.1, as to each separate facility operated by the Dialysis Business, is a correct and complete list of such licenses, permits and other authorizations authorizations, and provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 which have been provided to BuyerRCG. True, complete and correct copies of all surveys of the Companies and/or the Companies’ Subsidiaries Dialysis Business or its facilities conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five three (53) years have been provided to BuyerRCG. 5.20.2 No (b) To the knowledge of the Sellers, no material violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.12. 21.1. None Neither any of the Companies Sellers nor any of the Companies’ Subsidiaries Dialysis Companies has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Authority state or federal agencies having jurisdiction over the items listed on Schedule 5.20.12.21.1, either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of the Companies or any of the Companies’ Subsidiaries Dialysis Companies in any Government Program or Private Program. To the Companies’ knowledgeknowledge of the Sellers, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 2.21.1 or to revoke, limit, withdraw or suspend any such itemlicense, or to terminate or modify the participation of the Dialysis Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledgeknowledge of the Sellers, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies or any of the Companies’ Subsidiaries and a Government Program or Private Program. No current employee, agent or contractor of any of the Companies Dialysis Companies. Except as listed on Schedule 2.21.2, no consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Government or Private Program, by reason of the Companies’ Subsidiaries has been excluded from or prohibited from providing services under any federal or state health care programconsummation of the Transactions, including but not limited to and the Medicare and Medicaid programscontinued operation of the Dialysis Business thereafter on a basis consistent with past practices. 5.20.3 The Companies and each of the Companies’ Subsidiaries have timely filed all (c) All cost reports and other reports required to be filed by them prior to the date hereof with respect to the Government Programs and Private Programs. All , all fiscal intermediaries and other insurance carriers with respect to the Dialysis Business have been timely filed, and all such reports are complete and accurate in all material respects and have been prepared in compliance accordance with all applicable Laws laws, regulations, and principles governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to the Companies and the Companies’ Subsidiaries provided on copies of such cost reports filed with respect to the Dialysis Business for 2012 the most recent cost-reporting year, if applicable, have heretofore been delivered to BuyerRCG. To the Companies’ knowledge, the The Dialysis Companies and the Companies’ Subsidiaries, as applicable, (i) have paid or caused to be paid or have properly reflected in the Financial Statements Statements, all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, adjustments which have become due pursuant to such reports and related with respect to the Companies or the Companies’ Subsidiaries Dialysis Business have been paid, and (ii) have there is no Liability liability under any Government Program or Private Program (known or unknown, contingent or otherwise) for any refund, overpayment, discount or adjustment for services provided in the operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course course, and no interest or penalties accruing with respect thereto, except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledgeknowledge of the Sellers, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiaries. Except except as set forth on Schedule 5.20.3, during the past three (3) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge2.21.3, there are no pending appeals, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen any closed cost reports filed with respect to the Companies or the Companies’ Subsidiariesreports. There are no other reports required to be filed by the Dialysis Companies or the Companies’ Subsidiaries in order to be paid under any Government Program or Private Program for services rendered, except for cost reports not yet due.

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and (a) Except as set forth in Schedule 5.20(a) attached hereto, each of the Companies’ SubsidiariesCompany Entities holds all material licenses, as applicable are: (i) the holders of all valid licenses and other rightsaccreditations, permits and authorizations required by Law or ruling of any Governmental Authority necessary to be owned or possessed by operate the Companies and the Companies’ Subsidiaries for the conduct business of their respective businesses such Company Entity as it is presently conducted; (ii. Except as disclosed in Schedule 5.20(a) attached hereto, each of the Company Entities is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in (the “Medicare and Medicaid Programs”) (Medicare and Medicaid Programs and such other similar federal federal, state or local reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries Company Entities are eligible are hereinafter referred to receive payments on account of services provided by them (collectively as the “Government Programs”); (iii) the holders of and has current provider agreements for such Government Programs; Programs and (iv) the holders of current provider agreements with certain such private non-governmental programs, including without limitation any private insurance program, under which they are presently receiving payments (such non-governmental programs listed on Schedule 5.20.1 (herein referred to as “Private Programs”). Set forth on Schedule 5.20.1 is The Company has provided to Parent a correct and complete list of such licenses, accreditations, permits and other authorizations authorizations, and has made available to Parent all provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 have been provided pursuant to Buyerwhich the Company Entities participate. True, complete and correct copies of all surveys of the Companies and/or facilities operated by the Companies’ Subsidiaries Company Entities conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five (5) years have been provided made available to BuyerParent. 5.20.2 No (b) Except as disclosed in Schedule 5.20(b) attached hereto, no material violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any material licenses, accreditations, permits or authorizations required by Law or ruling of the items listed on Schedule 5.20.1. None of the Companies nor any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Authority having jurisdiction over necessary to operate the items listed on Schedule 5.20.1, either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation business of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private ProgramCompany Entities as presently conducted. To the Companies’ knowledgeKnowledge of the Company, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 or to revoke, limit, withdraw or suspend any such item, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledge, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies or any of the Companies’ Subsidiaries and a Government Program or Private Program. No current employee, agent or contractor of any of the Companies or any of the Companies’ Subsidiaries Company Entity has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to Medicare or Medicaid. Except as listed in Schedule 5.20(b), none of the Medicare Company Entities has received any notice of any action pending or recommended by any state or federal agencies to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of any Company Entity in any Government Program or material Private Program. No event has occurred that, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any material licenses, accreditations, permits or authorizations required by Law or ruling of any Governmental Authority necessary to operate the business of the Company Entities as presently conducted or to revoke, limit, withdraw or suspend any such license, accreditation, permit or authorization or to terminate or modify the participation of any Company Entity in any Government Program or material Private Program. There has been no decision to terminate or not to renew any provider or third-party payor agreement of any Company Entity. Except as listed in Schedule 5.20(b) attached hereto, no Consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Government or Private Program, by reason of the Merger, and Medicaid programsthe continued operation of the business of the Company Entities by the Surviving Corporation after Closing on a basis consistent with past practices. 5.20.3 The Companies and each of (c) Except as disclosed in Schedule 5.20(c) attached hereto, the Companies’ Subsidiaries Company Entities have timely filed all cost reports and other reports bxxxxxxx required to be filed by them prior to the date hereof with respect to the Government Programs and Private Programs, all fiscal intermediaries and other insurance carriers. All such reports bxxxxxxx are complete and accurate in all material respects and have been prepared in compliance with all applicable Laws and principles governing reimbursement and payment of claims. All cost reports have been accepted (Except as provided in the CMS Provider Reimbursement Manual Publication 15-1set forth on Schedule 5.20(c) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 have been delivered to Buyer. To the Companies’ knowledgeattached hereto, the Companies and the Companies’ Subsidiaries, as applicable, (i) Company Entities have paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, which adjustments that have become due pursuant to such reports bxxxxxxx, and related to the Companies or the Companies’ Subsidiaries and (ii) have no Company Entity has any material Liability under any Government Program or Private Program for any refund, overpayment, discount or adjustment adjustment, except for services provided in the operation of the Companies or the Companies’ Subsidiaries other than matters occurring in the ordinary course or except as has been specifically reserved of business consistent with past practice and for which adequate reserves are reflected in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ SubsidiariesStatements. Except as set forth on in Schedule 5.20.35.20(c) attached hereto, during the past three (3i) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation claims, or notices of intent to reopen audit such prior bxxxxxxx, and (ii) during the last two years the Company Entities have not been audited, examined or otherwise by any closed cost reports filed with respect to the Companies Government or the Companies’ SubsidiariesPrivate Program. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries Company Entities in order to be paid under any Government Program or Private Program for services renderedrendered in connection with the business of the Company Entities. Except as set forth in Schedule 5.20(c) attached hereto, except for cost reports there are no payments being withheld by any Private or Government Program pending the resolution of any survey, audit, investigation or appeal with respect to the operations or billing practices of any facility owned, operated or managed by any of the Company Entities. (d) Except as disclosed in Schedule 5.20(d) attached hereto, the Company Entities are not yet duesubject to the terms of any corporate integrity agreements, corporate integrity programs, compliance plans or similar agreements with a Governmental Authority.

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and (a) Each of Sellers is the Companies’ Subsidiaries, as applicable are: (i) the holders holder of all valid licenses license and other rights, permits rights and authorizations required by Law law, ordinance, regulation or ruling of any Governmental Authority governmental regulatory authority necessary to be owned or possessed by operate the Companies Facility and the Companies’ Subsidiaries for the conduct Sellers' Business as applicable. Each of their respective businesses as presently conducted; (ii) Sellers is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in (the referenced Medicare and Medicaid programs and such other similar federal federal, state or local reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries Sellers are eligible are hereinafter referred to receive payments on account of services provided by them (collectively as the “"Government Programs”); (iii") the holders of and has current provider agreements agreement for such Government Programs; Programs and with such private non-govern- mental programs, Including without limitation any private in- surance program, under which Sellers directly or indirectly are presently receiving payments relating to the Facility or Sellers' Business (iv) the holders of current provider agreements with certain private such non-governmental programs listed on Schedule 5.20.1 (“herein referred to as "Private Programs”"). Set forth on Schedule 5.20.1 3.24(a), as to each ---------------- separate facility operated by Sellers, is a correct and complete list of such licenses, permits and other authorizations authorizations, and provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 which have been provided to BuyerRCG. True, complete and correct copies of all surveys of Sellers relating to the Companies and/or the Companies’ Subsidiaries facilities conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five three (53) years have been provided to BuyerRCG. 5.20.2 (b) No material violation, default, default or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.13.24(a). None of the Companies nor Sellers have not re- ---------------- ceived any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Authority state or federal agencies having jurisdiction over the items listed on Schedule 5.20.13.24(a), either to revoke, limit, withdraw or ---------------- suspend any license, right or authorization, or to terminate the participation of the Companies or any of the Companies’ Subsidiaries Sellers in any Government Program or Private Program. To the Companies’ knowledge, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 or to revoke, limit, withdraw or suspend any such item, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledge, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies or any of the Companies’ Subsidiaries and a Government Program or Private Program. No current employee, agent or contractor of any of the Companies or any of the Companies’ Subsidiaries has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to the Medicare and Medicaid programs. 5.20.3 The Companies and each of the Companies’ Subsidiaries (c) Sellers have timely filed all cost reports and other reports relating to the Facility and Sellers' Business required to be filed by them prior to the date hereof with respect to the Government Programs and Private Programs. All , all fiscal intermediaries and other insurance carriers and all such reports are complete and accurate in all material respects and have been prepared in compliance accordance with all applicable Laws laws, regulations, and principles governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 have been delivered to Buyer. To the Companies’ knowledge, the Companies and the Companies’ Subsidiaries, as applicable, (i) Sellers have paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts dis- counts or adjustments, including but not limited to any Hospice Medicare cap liability, adjustments which have become due pursuant to such reports and related to the Companies or the Companies’ Subsidiaries and (ii) have has no Liability liability under any Government Program or Private Program (known or unknown, contingent or otherwise) for any refund, overpayment, discount or adjustment for services provided in the operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course or except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules heretocourse, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and no interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiaries. Except as set forth on Schedule 5.20.3, during the past three (3) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there There are no pending appeals, adjustments, challenges, audits, litigation litigation, or notices of intent to reopen any closed cost reports filed with respect to the Companies or the Companies’ Subsidiariesother than claims by Sellers seeking reimbursement. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries Sellers in order to be paid under any Government Program or Private Program for services rendered, except for cost reports not yet due.

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and the Companies’ Subsidiaries, as applicable are: (ia) the holders of all valid licenses and other rights, permits and authorizations required by Law or any Governmental Authority to be owned or possessed by the Companies and the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in Medicare and such other similar federal reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries are eligible to receive payments on account of services provided by them (the “Government Programs”); (iii) the holders of current provider agreements for such Government Programs; and (iv) the holders of current provider agreements with certain private non-governmental programs listed on Schedule 5.20.1 (“Private Programs”). Set forth on Schedule 5.20.1 2.19(a)(i) is a correct and complete list of such all (i) licenses, accreditations, permits and other authorizations rights held by Seller and (ii) provider agreements under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, truePrograms related to the Business, complete and correct copies of all items listed on Schedule 5.20.1 which have been provided to Buyer. True, complete and correct copies of all surveys of Seller or its predecessors in interest related to the Companies and/or the Companies’ Subsidiaries Business and conducted in connection with any Government Program, Private Program or licensing or accrediting accreditor body during the past five three (53) years have been provided to Buyer. Except as set forth on Schedule 2.19(a)(ii), Seller holds all valid licenses, accreditations, permits, certificates, consents, exceptions, authorizations and other rights required by Law, ordinance, regulation or ruling of any Regulatory Authority necessary to operate the Business. Except as disclosed on Schedule 2.19(a)(iii), Seller is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid programs”) (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which Seller is eligible are hereinafter referred to collectively as the “Government Programs”) and has current provider agreements for such Government Programs and with such private non-governmental programs, including without limitation, any private insurance program under which they directly or indirectly are presently receiving payments (such non-governmental programs herein referred to as “Private Programs”). 5.20.2 No material (b) Except as disclosed on Schedule 2.19(b), to Seller’s Knowledge no violation, default, order or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.12.19 (a) (i). None of the Companies nor Seller has not received any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action action, investigation, inquiry or informational request pending or recommended by any Governmental Regulatory Authority having jurisdiction over the items listed on Schedule 5.20.12.19(a)(i), either to revoke, limitwithdraw, withdraw limit or suspend any license, right or authorization, authorization or to suspend, terminate the participation of the Companies or any of the Companies’ Subsidiaries Seller in any Government Program or Private Program. To the Companies’ knowledge, no No event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any of the items listed on Schedule 5.20.1 2.19(a)(i) or to revoke, limitwithdraw, withdraw or suspend any such itemlicense, or to terminate or modify the participation of the Companies or any of the Companies’ Subsidiaries Seller in any Government Program or Private Program. To the Companies’ knowledgeExcept as set forth on Schedule 2.19(b), since January 1, 2006, there has been no decision not to renew any provider or third-party payor agreement between any of the Companies Seller. Except as listed on Schedule 2.19(b), no Consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with the transfer or change of the Companies’ Subsidiaries and a ownership of such license, accreditation, permit, certificate or Government Program or Private Program, by reason of the assignment thereof to Buyer at the Closing, and the continued operation of the Business by Buyer thereafter on a basis consistent with past practices. No current employee, Business Employee or agent or contractor of any of engaged by Seller in connection with the Companies or any of the Companies’ Subsidiaries Business has been excluded from, suspended from or prohibited from providing services under any federal or state health care program, including but not limited to the any federal or state health care program such as Medicare and Medicaid programsMedicaid. 5.20.3 The Companies and each of (c) With respect to the Companies’ Subsidiaries have Business, Seller has timely filed all cost reports and other reports xxxxxxxx required to be filed by them it prior to the date hereof with respect to the Government Programs and Private Programs. All , all fiscal intermediaries and other insurance carriers and all such reports and xxxxxxxx are complete and accurate in all material respects and and, to Seller’s Knowledge, have been prepared in compliance with all applicable Laws Laws, regulations, policies, terms and conditions and principles governing reimbursement and payment of claims. All cost reports have been accepted (as provided in the CMS Provider Reimbursement Manual Publication 15-1) by the applicable Regional Home Health Care Intermediaries or Medicare Administrative Contractors with which such cost reports were filed. True and complete data pertaining to copies of such reports and xxxxxxxx for the Companies and the Companies’ Subsidiaries provided on cost reports filed for 2012 most recent year have heretofore been delivered made available to Buyer. To Set forth on Schedule 2.19(c)(i) is a true and complete list of any refunds, overpayments , discounts or adjustments in excess of $5,000 paid to any single Government Program or Private Program by the Companies’ knowledgeBusiness since January 1, the Companies and the Companies’ Subsidiaries, as applicable, (i) have 2006. Seller has paid or caused to be paid or have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments, including but not limited to any Hospice Medicare cap liability, adjustments which have become due pursuant to such reports and related to the Companies or the Companies’ Subsidiaries xxxxxxxx and (ii) have has no Liability under any Government Program or Private Program (known or unknown, contingent or otherwise) for any refund, overpayment, discount or adjustment for services provided in the operation of the Companies or the Companies’ Subsidiaries other than in the ordinary course or except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto, including Liabilities discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program and interest or penalties accruing with respect thereto. To the Companies’ knowledge, there is no basis for any claim or request for recoupment or reimbursement by any Governmental Authority or other provider reimbursement entity relating to the Government Programs in connection with the Companies or the Companies’ Subsidiariesadjustment. Except as set forth on Schedule 5.20.32.19(c)(ii), during the past three (3i) years, there have been no claims for refunds, overpayments, discounts or adjustments with respect to the Companies or the Companies’ Subsidiaries as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of any Government Program. To the Companies’ knowledge, there are no pending appeals, adjustments, challenges, audits, litigation claims, litigation, or notices of intent to reopen audit such prior reports or xxxxxxxx, and (ii) during the last two (2) years Seller has not been audited or otherwise examined by any closed cost reports filed with respect to the Companies Government Program or the Companies’ SubsidiariesPrivate Program. There are no other reports required to be filed by the Companies or the Companies’ Subsidiaries Seller in order to be paid under any Government Program or Private Program for services renderedrendered in connection with the Business, except for cost reports not yet due. (d) Seller is not subject to any corporate integrity agreements or any other agreements, corporate integrity programs, regulatory guidance or compliance plans with any Regulatory Authority. Seller has provided Buyer with true, correct and complete copies of any corporate integrity agreements and any other agreement, corporate integrity program or compliance plan that is applicable to Seller or any Affiliate of Seller.