Common use of Medicare Participation/Accreditation Clause in Contracts

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement in the Medicare, Medicaid and TRICARE programs, as applicable (the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects with the conditions of participation of the Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports from JCAHO pertaining to each facility owned or operated by an Acquired Entity have been made available to Purchaser. Since the date of its most recent JCAHO survey, none of the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programs. Except as set forth on Schedule 3.25, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving any of the Programs or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminent.

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement The Hospital Facilities are qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programsprograms through the provider contracts of Seller, as applicable (the “Programs”), is certified for participation and reimbursement are in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in material compliance in all material respects with the conditions of participation in such programs, and have received all approvals or qualifications necessary for reimbursement for the Hospital Facilities. The services provided by the Hospital Facilities are duly accredited as part of The Joint Commission’s accreditation for the three (3) year period specified on Schedule 3.8 of the Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”)Disclosure Letter. Copies of the two most recent accreditation survey reports letters from JCAHO The Joint Commission pertaining to each facility owned or operated by an Acquired Entity both the Acute Care Hospital and the SNF have been made available to PurchaserBuyer. Since All billing practices of Seller with respect to the date Hospital Facilities to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in material compliance with all applicable laws, regulations and policies of its most recent JCAHO surveysuch third party payors including the Medicare, Medicaid and CHAMPUS/TRICARE programs and, to Seller’s Knowledge, neither Seller nor the Hospital Facilities have billed or received any payment or reimbursement in excess of amounts allowed by law, except as and to the extent that liability for such overpayment is immaterial or has been satisfied in full. Seller has not been excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs nor, to Seller’s Knowledge, is any such exclusion threatened. Based upon and in reliance upon Seller’s review of (i) the “list of Excluded Individuals/Entities” on the website of the United States Health and Human Services Office of Inspector General (hxxx://xxx.xxx.xxx/xxxxx/exclusions.html), and (ii) the “List of Parties Excluded From Federal Procurement and Nonprocurement Programs” on the website of the United States General Services Administration (hxxx://xxx.xxxxx.xxx/xxxx/), none of the Acquired Entities has made any changes in policy officers, directors or operations that it believes would cause any facility to lose such accreditation or to be denied managing employees of Seller have been excluded from participation in the ProgramsMedicare, Medicaid or CHAMPUS/TRICARE programs. Except as set forth in writing delivered by Seller to Buyer or as set forth on Schedule 3.253.8 of the Seller Disclosure Letter, there is no proceeding, investigation or survey pending or, Seller has not received any written notice pertaining to Seller’s Knowledge threatened, involving the Hospital Facilities from any of the Programs Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that programs of any such pending or threatened investigations or surveys are pending, threatened, or imminent(other than surveys in the ordinary course of business).

Medicare Participation/Accreditation. (a) Each facility of the Acquired Entities that participates Hospital and receives reimbursement free-standing emergency department is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programsprograms (collectively, as applicable (the “Governmental Programs”), is certified for participation currently enrolled and reimbursement a participating provider in the Programssuch programs, has current and each Acquired Entity has a valid provider agreement contracts with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of themprograms, is and has been, for the last five (5) years, in compliance in all material respects with the conditions of participation of the Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effectsuch programs, and Seller has no Knowledge of any fact received all approvals or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers qualifications necessary for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreementcapital reimbursement for each Hospital. Each facility of the Acquired Entities Hospital and free-standing emergency department is duly accredited, with all Type I recommendations removedno contingencies (except as set forth on Schedule 3.7(a)), by the The Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”)Commission. Copies of the two most recent accreditation letters and survey reports for the last five (5) years from JCAHO The Joint Commission pertaining to each facility owned or operated by an Acquired Entity Hospital and free-standing emergency department have been made available to PurchaserBuyers. Since During the date last five (5) years, all billing practices of its most recent JCAHO surveySellers with respect to the Facilities to all third party payors, none including the Governmental Programs and private insurance companies, have been in material compliance with all applicable laws, regulations and policies of such third party payors and Governmental Programs, and neither Sellers nor the Acquired Entities has made Facilities have billed or received any changes payment or reimbursement in policy excess of amounts allowed by law. During the last five (5) years, Sellers have timely filed, submitted, or operations that it believes would cause any facility to lose such accreditation or obtained in the ordinary course of business all material reports, xxxxxxxx, and documents required to be denied filed, submitted, or obtained to receive reimbursement from Medicare, Medicaid, or other third-party payment programs, as applicable, for services furnished by the Facilities. Neither Sellers nor the Facilities, or any of their officers, managers, directors, managing employees, service providers or controlling members or shareholders are excluded from participation in the Governmental Programs, nor to Sellers’ knowledge is any such exclusion threatened. Sellers perform periodic searches of relevant data bases to confirm no such individuals have been excluded from participation in the Governmental Programs. Except as set forth on Schedule 3.253.7(a), there is no proceeding, investigation Seller or survey pending or, to Seller’s Knowledge threatened, involving FESC has received any written notice from any of the Programs Governmental Programs, or any other third party payor programsprograms of any pending or, with respect to the Acquired EntitiesSellers’ knowledge, and Seller has no reason to believe that any such threatened investigations or surveys are pending, threatened, or imminentrelating to the Facilities.

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement The Hospital is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (programs through the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each contracts of the Acquired Entities, and each facility owned or operated by any of themSouthern Regional Medical Center, is in material compliance in all material respects with the conditions of participation of in such programs, and has received all approvals or qualifications necessary for reimbursement for the Programs and with the terms, conditions and provisions of the Provider AgreementsHospital. The Provider Agreements services provided by the Hospital are each in full force and effect, and Seller has no Knowledge duly accredited as part of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accreditedSouthern Regional Medical Center’s accreditation, with all Type I recommendations removedno contingencies, by the Joint Commission for the three (3) year period specified on Accreditation of Healthcare Organizations (“JCAHO”)Schedule 3.8. Copies A copy of the two most recent accreditation survey reports letter from JCAHO the Joint Commission pertaining to each facility owned or operated by an Acquired Entity have the Hospital has been made available to PurchaserBuyer. Since All billing practices of Seller with respect to the date Hospital to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in material compliance with all applicable laws, regulations and policies of its most recent JCAHO surveysuch third party payors including the Medicare, Medicaid and CHAMPUS/TRICARE programs, and to the Knowledge of Seller, neither Seller nor the Hospital have billed or received any payment or reimbursement in excess of amounts allowed by law. Seller has not been excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs, nor, to the Knowledge of Seller, is any such exclusion threatened. Based upon and in reliance upon Seller’s review of (i) the “list of Excluded Individuals/Entities” on the website of the United States Health and Human Services Office of Inspector General (xxxx://xxx.xxx.xxx/fraud/exclusions.html), and (ii) the “List of Parties Excluded From Federal Procurement and Nonprocurement Programs” on the website of the United States General Services Administration (xxxx://xxx.xxxxx.xxx/epls/), none of the Acquired Entities has made any changes in policy officers, directors or operations that it believes would cause any facility to lose such accreditation or to be denied managing employees of Seller have been excluded from participation in the ProgramsMedicare, Medicaid or CHAMPUS/TRICARE programs. Except as set forth in a writing delivered by Seller to Buyer which specifically makes reference to this Section 3.8 or as set forth on Schedule 3.253.8, there is no proceeding, investigation or survey pending or, Seller has not received any written notice pertaining to Seller’s Knowledge threatened, involving the Hospital from any of the Programs Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that programs of any such pending or threatened investigations or surveys are pending, threatened, or imminent(other than surveys in the ordinary course of business).

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement Trace Regional is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (programs through the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each contracts of the Acquired Entities, and each facility owned or operated by any of themSouthern, is in material compliance in all material respects with the conditions of participation of the Programs in such programs, and with the terms, conditions and provisions of the Provider Agreementshas received all approvals or qualifications necessary for reimbursement for Trace Regional. The Provider Agreements services provided by the Acute Care Hospital and SNF are each in full force and effect, and Seller has no Knowledge duly accredited as part of any fact or circumstance that would cause any such Provider Agreement not The Joint Commission’s accreditation by The Joint Commission for the three (3) year period specified on Schedule 3.8 to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports letters from JCAHO The Joint Commission pertaining to each facility owned or operated by an Acquired Entity both the Acute Care Hospital and the SNF have been made available to PurchaserBuyer. Since To the date Knowledge of its most recent JCAHO surveySeller, the billing practices of Southern with respect to Trace Regional to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in material compliance with applicable laws, regulations and policies of such third party payors including the Medicare, Medicaid and CHAMPUS/TRICARE programs and neither Southern nor Trace Regional have billed or received any payment or reimbursement in excess of amounts allowed by law, except as and to the extent that liability for such overpayment is immaterial or has been satisfied in full. Seller has not been excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs nor is any such exclusion threatened. To the Knowledge of Seller, based upon and in reliance upon Seller’s review of (i) the “list of Excluded Individuals/Entities” on the website of the United States Health and Human Services Office of Inspector General (xxxx://xxx.xxx.xxx/fraud/exclusions.html), and (ii) the “List of Parties Excluded From Federal Procurement and Non-procurement Programs” on the website of the United States General Services Administration (xxxx://xxx.xxxxx.xxx/epls/), none of the Acquired Entities has made any changes in policy officers, directors or operations that it believes would cause any facility managing employees of Seller have, to lose such accreditation or to be denied the Knowledge of Seller, been excluded from participation in the ProgramsMedicare, Medicaid or CHAMPUS/TRICARE programs. Except as set forth in a writing delivered by Seller to Buyer or as set forth on Schedule 3.253.8 to this Agreement, there is no proceeding, investigation or survey pending or, Southern has not received any written notice pertaining to Seller’s Knowledge threatened, involving Trace Regional from any of the Programs Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that programs of any such pending or threatened investigations or surveys are pending, threatened, or imminent(other than surveys in the ordinary course of business).

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates (a) The Hospital is a “provider” with valid and receives reimbursement in the Medicare, Medicaid current provider agreements and TRICARE programs, as applicable (the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a with one or more provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects numbers with the conditions of participation of the Programs Government Programs. The Hospital is a “provider” with valid and current provider agreements and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact one or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare more provider numbers (the “Provider Numbers”) in the name of an Acquired Entity with TRICARE or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports from JCAHO pertaining to each facility owned or operated by an Acquired Entity have been made available to Purchaser. Since the date of its most recent JCAHO survey, none of the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programssuccessor programs. Except as set forth on Schedule 3.255.9, the Hospital is in compliance with the conditions of participation for the Government Programs in all material respects and has received all Approvals or qualifications necessary for capital reimbursement on the Purchased Assets. Seller has timely filed all cost reports that were required to be filed with the Medicare program for all fiscal years through September 30, 2009. Seller has made available to Buyer true and correct copies of Seller’s cost reports for the three (3) most recent fiscal years of Seller. Except as set forth on Schedule 5.9, there is no proceedingnot pending, nor to the knowledge of Seller threatened in writing, any proceeding or investigation under the Government Programs involving Seller or survey pending or, to Seller’s Knowledge threatened, involving any of the Programs Purchased Assets. Except as disclosed on Schedule 5.9 and except for claims, actions and appeals in the ordinary course of business, there are no material claims, actions or appeals pending before any other third party payor programscommission, board or agency, including any fiscal intermediary or carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Services, with respect to any Government Program cost reports or claims filed on behalf of Seller with respect to the Acquired EntitiesHospital on or before the date of this Agreement, or any disallowances by any commission, board or agency in connection with any audit of such cost reports. Except as disclosed on Schedule 5.9 and except for those in the ordinary course of business, no validation review or program integrity review (including any recovery audit contract review) related to the Hospital, the operation of the Hospital, or the consummation of the transactions contemplated by this Agreement, has been conducted by any commission, board, agency or Governmental Entity in connection with the Government Programs, and to the knowledge of Seller, no such reviews are scheduled, pending or threatened against or affecting Seller has no reason with respect to believe that any such investigations or surveys are pendingthe Hospital, threatenedthe operation of the Hospital, or imminentthe consummation of the transactions contemplated by this Agreement.

Medicare Participation/Accreditation. Each facility of the Acquired Seller Entities that participates and receives reimbursement the Partial Subsidiary are qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (the “Programs”)has current and valid provider contracts with such programs, is certified and for participation and reimbursement in the Programspast six (6) years has been, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects with the conditions of participation in such programs. The Hospitals have received all approvals or qualifications necessary for capital reimbursement for the Hospitals. Except as set forth in Schedule 3.7, the Hospitals are duly accredited, with no contingencies, by The Joint Commission. Copies of the Programs most recent accreditation letters from The Joint Commission pertaining to the Hospitals have been made available to Buyer. All billing practices of the Seller Entities and the Partial Subsidiary with respect to the Facilities to all third-party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in compliance with all applicable laws, regulations and policies of such third-party payors and the Medicare, Medicaid and CHAMPUS/TRICARE programs, and neither the Seller Entities nor the Facilities or the Partial Subsidiary have billed or received any payment or reimbursement in excess of amounts allowed by law. Neither the Seller Entities, the Partial Subsidiary nor any of their officers, directors, managing employees, service providers or controlling shareholders are excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs, nor to Seller's knowledge is any such exclusion threatened. Except as set forth in Schedule 3.7, the Seller, the Seller Entities, or the Partial Subsidiary have not received any written notice from any of the Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third-party payor programs of any pending or, to Seller's knowledge, threatened investigations or surveys relating to the Facilities. Except as set forth in Schedule 3.7, no Seller Entity or Partial Subsidiary (i) is a party to a Corporate Integrity Agreement with the terms, conditions and provisions Office of Inspector General of the Provider AgreementsUnited Sates Department of Health and Human Services, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any governmental entity, (iii) has been, to Seller's knowledge, within the past six (6) years the subject of any governmental payer program investigation conducted by any federal or state enforcement agency, (iv) is and has been, to Seller's knowledge, within the past six (6) years a defendant in any qui tam/False Claims Act litigation, (v) during the past six (6) years has been served with or received any search warrant, subpoena, civil investigative demand, or, to Seller's knowledge, contact letter or telephone or personal contact by or from any federal or state enforcement agency, and (vi) has to Seller's knowledge, during the past six (6) years received any written complaints from any employee, independent contractor, vendor, physician or other person or organization that would indicate that such Seller Entity or Partial Subsidiary have violated any material healthcare law or regulation. The Provider Agreements are each in full force Seller Entities required to be registered have registered with the QNet Exchange (“QNet”) as required by The Centers for Medicare and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers Services (“CMS”) under its Hospitals Quality Initiative Program (the “Provider NumbersHQI Program”) and are listed in Schedule 3.7. The Seller Entities have submitted all quality data required under the name of an Acquired Entity HQI Program to CMS or a facility owned or operated by an Acquired Entity or as otherwise specifiedits agent, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers all quality data required under the ORYX Core Measure Performance Measurement System (“ORYX”) to The Joint Commission, for facilities that were sold or closed by an Acquired Entity all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired. Each facility All such submissions of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports from JCAHO pertaining to each facility owned or operated by an Acquired Entity quality data have been made available in accordance with applicable reporting deadlines and in the form and manner required by CMS and The Joint Commission, respectively. The Seller Entities have not received notice of any reduction in reimbursement under the Medicare program resulting from their failure to Purchaserreport quality data to CMS or its agent as required under the HQI Program. Since Seller has provided Buyer with the HQI Program “validation results” for all calendar quarters concluded prior to the date of its most recent JCAHO surveythis Agreement, none of except for any quarter for which the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programs. Except as set forth on Schedule 3.25, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving any of the Programs or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminentrespective reporting deadlines have not yet expired.

Medicare Participation/Accreditation. Each facility WH, the Hospital, Xxxxxxxx Hospital and each other facility, site or business currently operated as a “provider” by WH or any of its controlled Affiliates (collectively, the Acquired Entities that participates and receives reimbursement “WH Provider Entities”) are qualified for participation in the Medicare, Medicaid and TRICARE programs, as applicable (the “Programs”), is certified for participation ; have a current and reimbursement in the Programs, and each Acquired Entity has a valid provider agreement contract with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is programs; are in compliance in all material respects with the conditions of participation of the Programs in such programs; and with the terms, conditions and provisions of the Provider Agreementshave received all approvals or qualifications necessary for capital reimbursement. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is 3.7 contains a complete list of all of the Medicare, Medicaid and Medicare TRICARE provider and supplier numbers and National Provider Identifier (NPI) numbers of the “WH Provider Numbers”) in the name Entities and of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, Belmont (which an Acquired Entity is currently using in its has previously closed and ceased operations and excluding any Provider Numbers for facilities that were will have been sold or closed by an Acquired Entity transferred prior to the date of this AgreementClosing). Each facility of the Acquired Entities Hospital and Xxxxxxxx Hospital is duly accredited, with all Type I recommendations removedno contingencies, by the The Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies Commission, and such accreditation is, and will be, current and in full force and effect as of the two date hereof and as of the Closing Date. No event has occurred, or other facts exist, with respect to such accreditations that likely allows or would be likely to cause (after notice or lapse of time or both) for the revocation or termination of such accreditations. A copy of the most recent accreditation survey reports letters from JCAHO The Joint Commission pertaining to each facility owned or operated by an Acquired Entity the Hospital and Xxxxxxxx Hospital have been made available delivered to PurchaserWVUHS. Since To the date knowledge of WH, all billing practices with respect to WH (and its most recent JCAHO surveycontrolled Affiliates and Belmont) to all third party payors, none including the Medicare, Medicaid and TRICARE programs, and private insurance companies, have been in compliance in all material respects with all Legal Requirements and such regulations and policies of such third party payors and the Acquired Entities has made Medicare, Medicaid and TRICARE programs, and WH (and its controlled Affiliates) have not billed or received any changes payment or reimbursement in policy excess of amounts allowed by any Legal Requirement except for inadvertent overpayments that will be returned or operations that it believes would cause otherwise addressed in the ordinary course of business. Neither WH, nor its controlled Affiliates, nor any facility to lose such accreditation of their officers, directors, or to be denied employees are excluded from participation in the Programs. Except as set forth on Schedule 3.25Medicare, there is no proceedingMedicaid or TRICARE programs, investigation or survey pending ornor, to Seller’s Knowledge the knowledge of WH, is any such exclusion threatened, involving . WH (and its controlled Affiliates) have not received any written notice from any of the Programs Medicare, Medicaid or TRICARE programs, or any other third party payor programs, with respect to the Acquired Entitiesof any pending or threatened investigations or surveys, and Seller has WH (and its controlled Affiliates) have no reason to believe that any such investigations or surveys are pending, threatened, or imminent.

Medicare Participation/Accreditation. Each facility of the Acquired Seller Entities that participates and receives reimbursement the Partial Subsidiary are qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (the “Programs”)has current and valid provider contracts with such programs, is certified and for participation and reimbursement in the Programspast six (6) years has been, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects with the conditions of participation in such programs. The Hospitals have received all approvals or qualifications necessary for capital reimbursement for the Hospitals. Except as set forth in Schedule 3.7, the Hospitals are duly accredited, with no contingencies, by The Joint Commission. Copies of the Programs most recent accreditation letters from The Joint Commission pertaining to the Hospitals have been made available to Buyer. All billing practices of the Seller Entities and the Partial Subsidiary with respect to the Facilities to all third-party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in compliance with all applicable laws, regulations and policies of such third-party payors and the Medicare, Medicaid and CHAMPUS/TRICARE programs, and neither the Seller Entities nor the Facilities or the Partial Subsidiary have billed or received any payment or reimbursement in excess of amounts allowed by law. Neither the Seller Entities, the Partial Subsidiary nor any of their officers, directors, managing employees, service providers or controlling shareholders are excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs, nor to Seller’s knowledge is any such exclusion threatened. Except as set forth in Schedule 3.7, the Seller, the Seller Entities, or the Partial Subsidiary have not received any written notice from any of the Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third-party payor programs of any pending or, to Seller’s knowledge, threatened investigations or surveys relating to the Facilities. Except as set forth in Schedule 3.7, no Seller Entity or Partial Subsidiary (i) is a party to a Corporate Integrity Agreement with the terms, conditions and provisions Office of Inspector General of the Provider AgreementsUnited Sates Department of Health and Human Services, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any governmental entity, (iii) has been, to Seller’s knowledge, within the past six (6) years the subject of any governmental payer program investigation conducted by any federal or state enforcement agency, (iv) is and has been, to Seller’s knowledge, within the past six (6) years a defendant in any qui tam/False Claims Act litigation, (v) during the past six (6) years has been served with or received any search warrant, subpoena, civil investigative demand, or, to Seller’s knowledge, contact letter or telephone or personal contact by or from any federal or state enforcement agency, and (vi) has to Seller’s knowledge, during the past six (6) years received any written complaints from any employee, independent contractor, vendor, physician or other person or organization that would indicate that such Seller Entity or Partial Subsidiary have violated any material healthcare law or regulation. The Provider Agreements are each in full force Seller Entities required to be registered have registered with the QNet Exchange (“QNet”) as required by The Centers for Medicare and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers Services (“CMS”) under its Hospitals Quality Initiative Program (the “Provider NumbersHQI Program”) and are listed in Schedule 3.7. The Seller Entities have submitted all quality data required under the name of an Acquired Entity HQI Program to CMS or a facility owned or operated by an Acquired Entity or as otherwise specifiedits agent, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers all quality data required under the ORYX Core Measure Performance Measurement System (“ORYX”) to The Joint Commission, for facilities that were sold or closed by an Acquired Entity all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired. Each facility All such submissions of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports from JCAHO pertaining to each facility owned or operated by an Acquired Entity quality data have been made available in accordance with applicable reporting deadlines and in the form and manner required by CMS and The Joint Commission, respectively. The Seller Entities have not received notice of any reduction in reimbursement under the Medicare program resulting from their failure to Purchaserreport quality data to CMS or its agent as required under the HQI Program. Since Seller has provided Buyer with the HQI Program “validation results” for all calendar quarters concluded prior to the date of its most recent JCAHO surveythis Agreement, none of except for any quarter for which the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programs. Except as set forth on Schedule 3.25, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving any of the Programs or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminentrespective reporting deadlines have not yet expired.

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement The Healthcare Facilities are qualified for participation in the MedicareGovernment Programs through the provider contracts of Seller, Medicaid and TRICARE programs, as applicable (the “Programs”), is certified for participation and reimbursement are in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in material compliance in all material respects with the conditions of participation of the Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effectsuch programs, and Seller has have received all approvals or qualifications necessary for reimbursement thereunder. There is no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specifiedProceeding, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports from JCAHO pertaining to each facility owned or operated by an Acquired Entity have been made available to Purchaser. Since the date of its most recent JCAHO survey, none of the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programs. Except as set forth on Schedule 3.25other action pending, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge Knowledge, threatened, involving any of the Government Programs or any other third party payor programs, including the Healthcare Facilities’ participation in and the reimbursement received by Seller with respect to the Acquired EntitiesHealthcare Facilities from the Government Programs or any other third party payor programs. “Proceeding” means any claim, action, arbitration, audit (including, without limitation, any audit by any Medicaid Integrity Contractor, Comprehensive Error Rate Testing, Zone Program Integrity Contractor or similar audits), hearing, investigation, litigation suit or other similar proceeding by or before a Governmental Authority. The services provided by the Hospital are duly accredited as part of The Joint Commission’s accreditation for the period specified on Schedule 3.8. Copies of the most recent accreditation letter from The Joint Commission pertaining to the Hospital has been made available to Buyer. The billing practices of Seller with respect to the Healthcare Facilities to all third party payors, including the Government Programs and private insurance companies, have been in material compliance with applicable laws, regulations and policies of such third party payors including the Government Programs, and to Seller’s Knowledge, Seller has no reason not billed or received any payment or reimbursement in excess of amounts allowed by law, except as and to believe the extent that liability for such overpayment is either immaterial or has been satisfied in connection with normal cost report settlements in the ordinary course of business. Seller has not been excluded from participation in the Government Programs nor to Seller’s Knowledge is any such exclusion threatened. Based upon and in reliance upon Seller’s review of (i) the “list of Excluded Individuals/Entities” on the website of the United States Health and Human Services Office of Inspector General (xxxx://xxx.xxx.xxx/fraud/exclusions.html), and (ii) the “List of Parties Excluded From Federal Procurement and Nonprocurement Programs” on the website of the United States General Services Administration (xxxx://xxx.xxxxx.xxx/epls/), none of the officers, directors or managing employees of Seller have been excluded from participation in the Government Programs. Except as set forth in a writing delivered by Seller to Buyer or as set forth on Schedule 3.8, Seller has not received any written notice pertaining to the Hospital from any of the Government Programs, or any other third party payor programs of any pending or threatened investigations or surveys are pending, threatened, or imminent(other than surveys in the ordinary course of business).

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement The Hospital is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (the “Programs”)has current and valid provider contracts with such programs, is certified for participation and reimbursement in the Programsis, and each Acquired Entity for the past six (6) years has a provider agreement with each such Program (the “Provider Agreements”). As applicablebeen, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects with the conditions of participation of in such programs, and has received all approvals or qualifications necessary for capital reimbursement for the Programs and with the terms, conditions and provisions of the Provider AgreementsHospital. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities Hospital is duly accredited, with all Type I recommendations removedno contingencies (except as set forth on Schedule 3.7), by the The Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”)Commission. Copies of the two most recent accreditation survey reports letters from JCAHO The Joint Commission pertaining to each facility owned or operated by an Acquired Entity the Hospital have been made available to PurchaserBuyer. Since the date of its most recent JCAHO survey, none All billing practices of the Acquired Seller Entities has made with respect to the Facilities to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in compliance with all applicable laws, regulations and policies of such third party payors and the Medicare, Medicaid and CHAMPUS/TRICARE programs, and neither the Seller Entities nor the Facilities have billed or received any changes payment or reimbursement in policy excess of amounts allowed by law. Neither the Seller Entities nor any of their officers, directors, managing employees, service providers or operations that it believes would cause any facility to lose such accreditation or to be denied controlling equity holders are excluded from participation in the ProgramsMedicare, Medicaid or CHAMPUS/TRICARE programs, or any other federal health care program, nor to Seller’s knowledge, is any such exclusion pending or threatened. Except as set forth on Schedule 3.253.7, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving neither Seller nor the Seller Entities (i) have received any written notice from any of the Programs Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third party payor programs, with respect of any pending or, to the Acquired EntitiesSeller’s knowledge, and Seller has no reason to believe that any such threatened investigations or surveys are pendingrelating to the Facilities. Except as set forth on Schedule 3.7, threatenedno Seller Entity (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the United Sates Department of Health and Human Services, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any governmental entity, (iii) has been, to Seller’s knowledge, within the past six (6) years the subject of any governmental payor program investigation conducted by any federal or state enforcement agency, (iv) has been, to Seller’s knowledge, within the past six (6) years, or imminentis presently, a defendant in any qui tam/False Claims Act litigation, (v) within the past six (6) years has been served with or received any search warrant, subpoena, civil investigative demand, contact letter, or, to Seller’s or the Seller Entity’s knowledge, telephone or personal contact by or from any federal or state enforcement agency, and (vi) has, during the past six (6) years, received any written complaints or written notice from any employee, independent contractor, vendor, physician or other Person alleging, or that would indicate, that such Seller Entity has violated any statutes, rules, regulations, laws and/or requirements of the Government Entities having jurisdiction over the Facilities and/or Assets. The Seller Entities required to be registered have registered with the QNet Exchange (“QNet”) as required by The Centers for Medicare and Medicaid Services (“CMS”) under its Hospital Quality Initiative Program (the “HQI Program”) and are listed on Schedule 3.7. The Seller Entities have submitted all quality data required under the HQI Program to CMS or its agent for all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired. All such submissions of quality data have been made in accordance with applicable reporting deadlines and in the form and manner required by CMS. The Seller Entities have not received notice of any reduction in reimbursement under the Medicare program resulting from their failure to report quality data to CMS or its agent as required under the HQI Program. Seller has provided Buyer with the HQI Program “validation results” for all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired.

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement The Hospital is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (the “Programs”)has current and valid provider contracts with such programs, is certified for participation and reimbursement in the Programsis, and each Acquired Entity for the past six (6) years has a provider agreement with each such Program (the “Provider Agreements”). As applicablebeen, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects with the conditions of participation of in such programs, and has received all approvals or qualifications necessary for capital reimbursement for the Programs and with the terms, conditions and provisions of the Provider AgreementsHospital. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities Hospital is duly accredited, with all Type I recommendations removedno contingencies (except as set forth on Schedule 3.7), by the Joint Commission on Healthcare Facilities Accreditation of Healthcare Organizations Program (the “JCAHOHFAP”). Copies of the two most recent accreditation survey reports letters from JCAHO the HFAP pertaining to each facility owned or operated by an Acquired Entity the Hospital have been made available to PurchaserBuyer. Since the date of its most recent JCAHO survey, none All billing practices of the Acquired Seller Entities has made with respect to the Facilities to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in compliance with all applicable laws, regulations and policies of such third party payors and the Medicare, Medicaid and CHAMPUS/TRICARE programs, and neither the Seller Entities nor the Facilities have billed or received any changes payment or reimbursement in policy excess of amounts allowed by law. Neither the Seller Entities nor any of their officers, directors, managing employees, service providers or operations that it believes would cause any facility to lose such accreditation or to be denied controlling equity holders are excluded from participation in the ProgramsMedicare, Medicaid or CHAMPUS/TRICARE programs, or any other federal health care program, nor to Seller’s knowledge, is any such exclusion pending or threatened. Except as set forth on Schedule 3.253.7, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving neither Seller nor the Seller Entities (i) have received any written notice from any of the Programs Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third party payor programs, with respect of any pending or, to the Acquired EntitiesSeller’s knowledge, and Seller has no reason to believe that any such threatened investigations or surveys are pendingrelating to the Facilities. Except as set forth on Schedule 3.7, threatenedno Seller Entity (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the United Sates Department of Health and Human Services, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any governmental entity, (iii) has been, to Seller’s knowledge, within the past six (6) years the subject of any governmental payor program investigation conducted by any federal or state enforcement agency, (iv) has been, to Seller’s knowledge, within the past six (6) years, or imminentis presently, a defendant in any qui tam/False Claims Act litigation, (v) within the past six (6) years has been served with or received any search warrant, subpoena, civil investigative demand, contact letter, or, to Seller’s or the Seller Entity’s knowledge, telephone or personal contact by or from any federal or state enforcement agency, and (vi) has, during the past six (6) years, received any written complaints or written notice from any employee, independent contractor, vendor, physician or other Person alleging, or that would indicate, that such Seller Entity has violated any statutes, rules, regulations, laws and/or requirements of the Government Entities having jurisdiction over the Facilities and/or Assets. The Seller Entities required to be registered have registered with the QNet Exchange (“QNet”) as required by The Centers for Medicare and Medicaid Services (“CMS”) under its Hospital Quality Initiative Program (the “HQI Program”) and are listed on Schedule 3.7. The Seller Entities have submitted all quality data required under the HQI Program to CMS or its agent for all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired. All such submissions of quality data have been made in accordance with applicable reporting deadlines and in the form and manner required by CMS. The Seller Entities have not received notice of any reduction in reimbursement under the Medicare program resulting from their failure to report quality data to CMS or its agent as required under the HQI Program. Seller has provided Buyer with the HQI Program “validation results” for all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired.

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement Trace Regional is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs, as applicable (programs through the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each contracts of the Acquired Entities, and each facility owned or operated by any of themSeller, is in material compliance in all material respects with the conditions of participation of the Programs in such programs and with the terms, conditions and provisions of the Provider Agreementshas received all approvals or qualifications necessary for reimbursement under such programs for Trace Regional. The Provider Agreements services provided by the Hospital are each in full force and effect, and Seller has no Knowledge duly accredited as part of any fact or circumstance that would cause any such Provider Agreement not The Joint Commission’s accreditation by The Joint Commission for the three (3) year period specified on Schedule 3.8 to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports letters from JCAHO The Joint Commission pertaining to each facility owned or operated by an Acquired Entity the Hospital have been made available to PurchaserBuyer. Since To the date Knowledge of its most recent JCAHO surveySeller, the billing practices of Seller with respect to Trace Regional to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in material compliance with applicable laws, regulations and policies of such third party payors including the Medicare, Medicaid and CHAMPUS/TRICARE programs and neither Seller nor Trace Regional have billed or received any payment or reimbursement in excess of amounts allowed by law, except as and to the extent that liability for such overpayment is immaterial or has been satisfied in full. Seller has not been excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs nor is any such exclusion threatened. To the Knowledge of Seller, based upon and in reliance upon Seller’s review of (i) the “list of Excluded Individuals/Entities” on the website of the United States Health and Human Services Office of Inspector General (xxxx://xxx.xxx.xxx/fraud/exclusions.html), and (ii) the “List of Parties Excluded From Federal Procurement and Non-procurement Programs” on the website of the United States General Services Administration (xxxx://xxx.xxxxx.xxx/epls/), none of the Acquired Entities has made any changes in policy officers, directors or operations that it believes would cause any facility managing employees of Seller have, to lose such accreditation or to be denied the Knowledge of Seller, been excluded from participation in the ProgramsMedicare, Medicaid or CHAMPUS/TRICARE programs. Except as set forth in a writing delivered by Seller to Buyer or as set forth on Schedule 3.253.8 to this Agreement, there is no proceeding, investigation or survey pending or, Seller has not received any written notice pertaining to Seller’s Knowledge threatened, involving Trace Regional from any of the Programs Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third third-party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that programs of any such pending or threatened investigations or surveys are pending, threatened, or imminent(other than surveys in the ordinary course of business).

Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement Hospital is qualified for participation in the Medicare, Medicaid Medicaid, and CHAMPUS/TRICARE programs, as applicable (the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a current and valid provider agreement contract with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of themprograms, is in substantial compliance in all material respects with the conditions of participation of the Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effectsuch programs, and Seller has no Knowledge of any fact received all material approvals or circumstance that would cause any such Provider Agreement not to remain in force or be renewed qualifications necessary for capital reimbursement for the Hospital. Except as set forth on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified3.8, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities each Hospital is duly accredited, with all Type I recommendations removedno material contingencies, by the Joint Commission on Accreditation of Healthcare Organizations (“"JCAHO”)") or the American Osteopathic Association ("AOA") for the three (3) year period set forth on Schedule 3.8. Copies Seller has provided to Buyer a copy of the two most recent accreditation survey reports letter from the JCAHO or AOA pertaining to each facility owned or operated by an Acquired Entity have been made available to Purchaser. Since the date of its most recent JCAHO survey, none of the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programsaccredited Hospital. Except as set forth in a writing delivered by Seller to Buyer which specifically makes reference to this Section 3.8 or as set forth on Schedule 3.25, there is no proceeding, investigation or survey pending or3.8, to the best knowledge of Seller’s Knowledge threatened, involving Seller's and Seller Entities' billing practices during the last three (3) years with respect to the Facilities to all third party payors, including the Medicare, Medicaid, and CHAMPUS/TRICARE programs. and private insurance companies, have been in compliance in all material respects with all material laws, regulations and policies applicable to such third party payors and the Medicare, Medicaid, and CHAMPUS/TRICARE programs. To the best knowledge of Seller, and except as set forth in a writing delivered by Seller to Buyer which specifically makes reference to this Section 3.8 or as set forth on Schedule 3.8, neither Seller nor Seller Entities have billed or received during the last three (3) years any payment or reimbursement in excess of amounts allowed by law. Neither Seller nor Seller Entities, nor any of their officers, directors or managing employees, are excluded from participation in the Programs Medicare, Medicaid, or CHAMPUS/TRICARE programs, nor, to the best knowledge of Seller, is any such exclusion threatened. Except as set forth in a writing delivered by Seller to Buyer which specifically makes reference to this Section 3.8 or as set forth on Schedule 3.8, neither Seller nor Seller Entities have received within the last three (3) years written notice from Medicare, Medicaid, or CHAMPUS/TRICARE programs, or any other third party payor programs, with respect of any pending or threatened investigations or surveys, and to the Acquired Entitiesbest knowledge of Seller, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminent.