Common use of Litigation or Proceedings Clause in Contracts

Litigation or Proceedings. SCHEDULE 3.10(A) contains a list of each lawsuit or legal proceeding to which Seller is a party and which arose out of or in connection with the Business or, to Seller's knowledge, which has been threatened against Seller in connection with the Business. Except as disclosed on SCHEDULE 3.10(B), Seller has not received notice of any formal or informal investigations or proceedings of the California Department of Health Services, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the Business. There are no such claims, actions, proceedings or investigations of which Seller has received written notice pending or, to the best knowledge of Seller, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), Seller is not now, or has never been, a party to any injunction, order, or decree restricting the method of the conduct of the Business or the marketing of any of the Business' services, nor, except as disclosed on SCHEDULE 3.10(B), has any governmental agency investigated or requested (other than on a routine basis) information with respect to such methods of business or marketing of services; Seller has not received any notice that Seller currently violates any federal, state, or local law, ordinance, rule or regulation, which could have an adverse effect on the Business and, to the best of Seller's knowledge, no such claim is or has been threatened; and there have been no developments materially adverse to Seller with respect to any pending or threatened claim, action or proceeding of an administrative or judicial nature, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B), and including without limitation any such pending or threatened claim, action or proceeding arising from or relating to (i) the assertion by any governmental authority of any retroactive adjustment of the sums which Seller was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) Medicare and Medi-Cal, or (ii) any allegation by any governmental authority of fraud or abuse by any current or former officers or employees of Seller in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of Seller.

Litigation or Proceedings. SCHEDULE 3.10(A) contains a list of each lawsuit or legal proceeding to which Seller BCG is a party and which arose out of or in connection with the Business or, to Seller's and BCG's knowledge, which has been threatened against Seller BCG in connection with the Business. Except as disclosed on SCHEDULE 3.10(B), Seller BCG has not received notice of any formal or informal investigations or proceedings of the California Tennessee Department of Health Servicesand Environment, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the Business. There are no such claims, actions, proceedings or investigations of which Seller BCG has received written notice pending or, to the best knowledge of BCG or Seller, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), neither BCG nor Seller is not now, or has never ever been, a party to any injunction, order, or decree restricting the method of the conduct of the Business or the marketing of any of the Business' services, nor, except as disclosed on SCHEDULE 3.10(B), has any governmental agency investigated or requested (other than on a routine basis) information with respect to such methods of business or marketing of services; neither BCG nor Seller has not received any notice that Seller currently violates any federal, state, or local law, ordinance, rule or regulation, which could have an adverse effect on the Business and, to the best of Seller's and BCG's knowledge, no such claim is or has been threatened; and there have been no developments materially adverse to Seller or BCG with respect to any pending or threatened claim, action or proceeding of an administrative or judicial naturenature and relating to the Business, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B), and including without limitation any such pending or threatened claim, action or proceeding arising from or relating to (i) the assertion by any governmental authority of any retroactive adjustment of the sums which Seller or BCG was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) Medicare and Medi-CalMedicaid, or (ii) any allegation by any governmental authority of fraud or abuse by any current or former officers or employees of BCG or Seller in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of Sellereither Seller or BCG.

Litigation or Proceedings. SCHEDULE 3.10(A) Schedule 3.9 contains a list of each lawsuit or legal proceeding to which Seller is a party and which arose principally out of or in connection with the Business or, to Seller's knowledge, which has been threatened in writing against Seller or any officer or director of Seller in connection with the Business. Except as disclosed on SCHEDULE 3.10(B)Since January 1, 1998, Seller to its knowledge, has not received notice of been subject to any formal or informal (of which Seller has received notice in writing) investigations or proceedings of the California Department Division of Health Services(as hereinafter defined), the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission Administration or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all Florida hospitals) with respect to the BusinessHospital. There Except as disclosed on Schedule 3.9, there are no such written claims, actions, proceedings or investigations of which Seller has received written notice pending or, to the best knowledge of the Seller, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B)set forth on Schedule 3.9, the Seller is not now, or and has never beennot been within the last three (3) years, a party to any injunction, order, or decree restricting the method of the conduct of the Business or the marketing of any of its services; since January 1, 1994, to the Business' servicesbest of Seller's knowledge, nor, except as disclosed on SCHEDULE 3.10(B), has any no governmental agency has investigated or requested in writing (other than on a routine basis) information with respect to such methods of business or marketing of services; Seller has not received any notice written claim that Seller currently violates any federal, state, or local law, ordinance, rule or regulation, which could have an a material adverse effect on the Business and, to the best of Seller's knowledge, no such written claim is or has been threatened; and there have been no developments materially adverse to the Seller with respect to any pending or or, to Seller's knowledge, threatened written claim, action or proceeding of an administrative or judicial nature, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B)Schedule 3.9, and including without limitation any such pending or threatened written claim, action or proceeding arising from or relating to (i) the assertion by any governmental authority of any retroactive adjustment of the sums which the Seller was entitled to receive in connection with the Business pursuant to government or third party reimbursement programs such as (but not limited to) Medicare and Medi-CalMedicaid, except as in the ordinary course of business, or (ii) any written allegation by any governmental authority of fraud or abuse by any current or former officers or employees of Seller in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of Seller.any

Litigation or Proceedings. SCHEDULE 3.10(A) contains a list of each lawsuit or legal proceeding to which Seller SCH is a party and which arose out of or in connection with the Business or, to Seller's and SCH's knowledge, which has been threatened against Seller SCH in connection with the Business. Except as disclosed on SCHEDULE 3.10(B), Seller SCH has not received notice of any formal or informal investigations or proceedings of the California Mississippi State Department of Health ServicesHealth, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the Business. There are no such claims, actions, proceedings or investigations of which Seller SCH has received written notice pending or, to the best knowledge of SCH or Seller, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), neither SCH nor Seller is not now, or has never ever been, a party to any injunction, order, or decree restricting the method of the conduct of the Business or the marketing of any of the Business' services, nor, except as disclosed on SCHEDULE 3.10(B), has any governmental agency investigated or requested (other than on a routine basis) information with respect to such methods of business or marketing of services; neither SCH nor Seller has not received any notice that Seller currently violates any federal, state, or local law, ordinance, rule or regulation, which could have an adverse effect on the Business and, to the best of Seller's and SCH's knowledge, no such claim is or has been threatened; and there have been no developments materially adverse to Seller or SCH with respect to any pending or threatened claim, action or proceeding of an administrative or judicial naturenature and relating to the Business, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B), and including without limitation any such pending or threatened claim, action or proceeding arising from or relating to (i) the assertion by any governmental authority of any retroactive adjustment of the sums which Seller or SCH was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) Medicare and Medi-CalMedicaid, or (ii) any allegation by any governmental authority of fraud or abuse by any current or former officers or employees of SCH or Seller in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of Sellereither Seller or SCH.

Litigation or Proceedings. SCHEDULE 3.10(A) Schedule 4.9 contains a list of each lawsuit or legal proceeding to which Seller Lessor is a party and or which arose out of or in connection with the Business oror which, to Sellerthe best of Lessor's knowledge, which has been threatened against Seller Lessor in connection with the Business. Except as disclosed on SCHEDULE 3.10(B)Since June 30, Seller 1996, Lessor has not received notice of been subject to any formal or informal (of which Lessor has received notice) investigations or proceedings of the California Department of Health ServicesHealth, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission Administration or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the BusinessHospital. There are no such claims, actions, proceedings or investigations of which Seller Lessor has received written notice pending or, to the best knowledge of SellerLessor's knowledge, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), Seller Annex A. Lessor is not now, or and has never not been, a party to any injunction, order, or decree restricting the method of the conduct of the Business its business or the marketing of any of the Business' its services, nor, except as disclosed on SCHEDULE 3.10(B), nor has any governmental agency investigated or requested (other than on a routine basis) information with respect to such methods of business or marketing of services; Seller Lessor has not received any notice claim that Seller Lessor currently violates any federal, state, or local law, ordinance, rule or regulation, which could have an a material adverse effect on the Business and, to the best of Seller's knowledge, and no such claim is or has been threatened; and there have been no developments materially adverse to Seller Lessor with respect to any pending or threatened claim, action or proceeding of an administrative or judicial nature, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B)Schedule 4.9, and including without limitation any such pending or threatened claim, action or proceeding arising from or relating to (i) the assertion by any governmental authority of any retroactive adjustment of the sums which Seller Lessor was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) Medicare and Medi-CalMedicaid, or (ii) any allegation by any governmental authority of fraud or abuse by any current or former officers or employees of Seller Lessor in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of Seller).

Litigation or Proceedings. SCHEDULE 3.10(A(a) Schedule 4.8 contains an accurate list and will be amended at the Closing to contain a list summary description of each lawsuit all material litigation or legal proceeding proceedings which were commenced after the Original Purchase Date with respect to the NCOP Facilities and the Purchased Assets to which Seller is currently a party and which arose out party. Except as set forth in Schedule 4.8, Seller is not in violation under any order of any court or in connection with the Business orfederal, state, municipal or other Governmental Entity wherever located. Except as set forth on Schedule 4.8, there are no claims, actions, suits, proceedings or investigations pending or to Seller's knowledge, which has been knowledge threatened against Seller in connection with the Business. Except as disclosed on SCHEDULE 3.10(B), Seller has not received notice of any formal or informal investigations or proceedings of the California Department of Health Services, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the Business. There are no such claimsNCOP Facilities or the Purchased Assets, actions, proceedings at law or investigations of which Seller has received written notice pending or, to the best knowledge of Seller, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), Seller is not nowequity, or has never been, a party to any injunction, order, before or decree restricting the method of the conduct of the Business or the marketing of any of the Business' services, nor, except as disclosed on SCHEDULE 3.10(B), has any governmental agency investigated or requested (other than on a routine basis) information with respect to such methods of business or marketing of services; Seller has not received any notice that Seller currently violates by any federal, state, municipal or local lawother Governmental Entity wherever located, ordinancewhich, rule or regulationif adversely determined, which could would have an adverse effect a Material Adverse Effect on the Business andNCOP Facilities. (b) Other than as set forth on Schedule 4.8, Seller is not subject to any judgment, order or decree and to the knowledge of Seller there are no legal impediments to the operation of the NCOP Facilities in the ordinary and usual course upon the transfer of such NCOP Facilities by Seller, except by reason of any Approvals set forth on Schedule 4.2. (c) Except as set forth in Schedule 4.8, Seller has not engaged in any transaction with respect to the NCOP Facilities or the Purchased Assets that, to the best knowledge of Seller's knowledge, no such claim is could reasonably be expected to subject Seller (or has been threatened; and there have been no developments materially adverse to Seller with respect any successor in interest) to any pending or threatened claimavoidance action. Without limiting the generality of the foregoing, action or proceeding of an administrative or judicial nature, including but Seller has not limited to those referred to in SCHEDULES 3.10(A) AND (B), and including without limitation any such pending or threatened claim, action or proceeding arising from or relating to (i) received any payments from its or their account debtors outside the assertion by any governmental authority of any retroactive adjustment of the sums which Seller was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) Medicare ordinary and Medi-Calusual course, or (ii) acquired or sold any allegation by asset other than for reasonably equivalent value or (iii) conducted any governmental authority of fraud business with any debtor-in-possession or abuse by any current or former officers or employees of Seller in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to bankrupt estate other than in the preceding clause (i) while such individuals were officers or employees of Sellerordinary and usual course.

Litigation or Proceedings. SCHEDULE 3.10(A(a) contains a list of each lawsuit or legal proceeding to which Seller is a party and which arose out of or in connection with the Business or, to Seller's knowledge, which has been threatened against Seller in connection with the Business. Except as disclosed set forth on SCHEDULE 3.10(BSchedule 3.13(a), Seller has not received notice of any formal or informal investigations or proceedings of the California Department of Health Services, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the Business. There there are no such claimsactions, actionssuits, proceedings or investigations investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of which Seller has received written notice any kind now pending or, to the best knowledge of Sellerthe Sellers, threatened challenging or proposed in any manner against the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), Seller is not now, or has never been, a party to any injunction, order, or decree restricting the method of the conduct of Sellers regarding the Business or the marketing of Acquired Assets nor has there been any such action, suit, proceeding or investigation pending against any of the Business' services, nor, except as disclosed on SCHEDULE 3.10(B), has any governmental agency investigated or requested (other than on a routine basis) information Sellers with respect to such methods the Business during the [*****] period prior to the Closing Date. There are presently no outstanding judgments, decrees or orders of business any court or marketing of services; Seller has not received any notice that Seller currently violates any federalgovernmental body or authority against or affecting the Business or the Acquired Assets. (b) There are no actions, statesuits, proceedings or investigations, either at Law or in equity, or local lawbefore any commission or other administrative authority in any United States or CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. foreign jurisdiction, ordinance, rule or regulation, which could have an adverse effect on the Business andof any kind now pending or, to the best knowledge of Seller's knowledgethe Sellers, no such claim is threatened or has been threatened; and there have been no developments materially adverse to Seller with respect to proposed in any pending manner, or threatened claim, action or proceeding any circumstances which could reasonably form the basis of an administrative or judicial nature, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B), and including without limitation any such pending action, suit, proceeding or threatened claiminvestigation, action involving any Seller or proceeding arising from any of the properties or relating to assets of the Business that (i) questions the assertion by any governmental authority validity of any retroactive adjustment of the sums which Seller was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) Medicare and Medi-Calthis Agreement, or (ii) seeks to delay, prohibit or restrict in any allegation manner any action taken or contemplated to be taken by any governmental authority the Sellers under this Agreement or (iii) could adversely affect the right of fraud the Purchaser to own the Acquired Assets or abuse by any current or former officers or employees of Seller in connection with to operate the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of SellerBusiness.

Litigation or Proceedings. SCHEDULE 3.10(A) Schedule 3.12 contains a ------------------------- ------------- list of each pending lawsuit or legal proceeding to which Seller any Purchaser is a party and or which arose out of or in connection with the Business operations of any Purchaser or, to Sellerthe Purchaser's knowledgebest Knowledge, which has been threatened against Seller any Purchaser in connection with any of their operations which, in the Businesscase of threatened lawsuits or litigation, would reasonably be expected to have a material adverse effect on any Facility. Except as disclosed on SCHEDULE 3.10(B)Schedule 3.12, Seller no Purchaser has not received notice of ------------- within the last three years been subject to any formal or informal (of which any Purchaser has received notice) investigations or proceedings of the California Department of Health Servicesof the state in which it operates, the United States General Accounting Office, the Health Care Financing Administration, the Department of Justice, the Federal Trade Commission or other similar governmental agencies (except for any investigations being conducted in the ordinary course of business and applicable to all hospitals) with respect to the Businessany Facility. There are no such claims, actions, proceedings or investigations investigations, of which Seller any Purchaser has received written notice notice, pending or, to the best knowledge Knowledge of SellerPurchaser, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. Except as disclosed in SCHEDULE 3.10(B), Seller No Purchaser is not now, or has never been, now a party or subject to any injunction, order, or decree restricting the method of the conduct of the Business its business or the marketing of any of the Business' its services, nor, except as disclosed on SCHEDULE 3.10(B)Schedule 3.12, has any governmental agency investigated or ------------- requested (other than on a routine basis) within the last three years information with respect to such methods of business or marketing of services; Seller no Purchaser has not received any notice claim that Seller such entity currently violates any federal, state, or local law, ordinance, rule or regulation, which could would reasonably be expected to have an a material adverse effect on the Business operations of Purchaser, taken as a whole, and, to the best of Sellerthe Purchaser's knowledgeKnowledge, no such claim is or has been threatened; and and, except as disclosed on Schedule 3.12, ------------- there have been no developments materially adverse to Seller any Purchaser within the last three years with respect to any pending or threatened claim, action or proceeding of an administrative or judicial nature, including but not limited to those referred to in SCHEDULES 3.10(A) AND (B)Schedule 3.12, and including including, without limitation limitation, any such ------------- pending or threatened claim, action or proceeding arising from or relating to (i) the assertion by any governmental authority of any retroactive adjustment of the sums which Seller any Purchaser was entitled to receive pursuant to government or third party reimbursement programs such as (but not limited to) including, without limitation, Medicare and Medi-CalMedicaid, or (ii) any allegation by any governmental authority of fraud or abuse by any current or former officers or employees of Seller any Purchaser in connection with the making of any application for reimbursement pursuant to the government or third party reimbursement programs referred to in the preceding clause (i) while such individuals were officers or employees of Seller).