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. (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, to Sellers’ knowledge, threatened investigations or surveys relating to the Facilities. (b) The Facilities have registered with the QNet Exchange (“QNet”) as and to the extent required by The Centers for Medicare and Medicaid Services (“CMS”) under its Hospital Quality Initiative Program (the “HQI Program”). The Facilities have submitted all quality data required under the HQI Program to CMS or its agent and otherwise complied in all material respects with all requirements of the HQI Program, and have submitted all quality data required under the ORYX Core Measure Performance Measurement System (“ORYX”) to The Joint Commission, for all calendar quarters concluded during the last five (5) years, 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 in all material respects with applicable reporting deadlines and in the form and manner required by CMS and The Joint Commission, respectively. The Facilities have not received written 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. Sellers have provided Buyers with the HQI Program “validation results” for all calendar quarters concluded during the last five (5) years, except for any quarter for which the respective reporting deadlines have not yet expired. (c) Except as set forth on Schedule 3.7(c), no Seller or Facility (i) is a party or subject to a Corporate Integrity Agreement with the Office of Inspector General of the United States Department of Health and Human Services (the “OIG”), (ii) has any reporting obligations pursuant to any settlement agreement entered into with any Government Entity, (iii) has been, to Sellers’ knowledge, within the past five (5) years, the subject of any governmental payer program investigation conducted by any federal or state enforcement agency, (iv) is not and has not been, within the past five (5) years a defendant in any unsealed qui tam/False Claims Act litigation, (v) during the past five (5) years has been served with or received any search warrant, subpoena, civil investigative demand, or, to Sellers’ knowledge, contact letter or telephone or personal contact by or from any federal, state or local enforcement agency, (vi) to the knowledge of Sellers, during the past five (5) years, has been the subject of any focused reviews, Zone Program Integrity Contractor audits, RAC audits, Medicaid Integrity Program audits, Comprehensive Error Rate Testing Contractor audits, Supplemental Medical Review Contractor audits, MAC audits or any other similar audits with respect to any Governmental Program, (vii) during the Acquired Entitiespast five (5) years, has made a filing pursuant to the OIG’s Self Disclosure Protocol or other voluntary disclosure to the OIG, CMS or other Government Entity, and (viii) has not during the past five (5) years received any written complaints from any employee, independent contractor, vendor, physician or other person or organization that would indicate (or alleging any such violation) that such Seller has no reason to believe that violated in any such investigations material respect any healthcare law or surveys are pending, threatened, or imminentregulation.

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. Each facility of the Acquired Entities that participates and receives reimbursement (a) The Facility is qualified for participation in the Medicare, Medicaid and TRICARE 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 material compliance in all material respects with the conditions of participation in such programs, and has received all approvals or qualifications necessary for capital reimbursement for the Facility. Schedule 2.22 sets forth a list of all provider numbers for the Programs Facility issued by Medicare, Medicaid, CHAMPUS/TriCare or any other governmental payor. (b) The Facility has never been accredited, or applied to be accredited, by the Joint Commission. (c) Seller’s billing practices with respect to the Facility 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 such third party payors and the termsMedicare, conditions Medicaid and provisions CHAMPUS/TriCare programs. Seller has not billed or received any payment or reimbursement from any such payors in excess of amounts allowed by applicable Legal Requirements. All payments which have been received by Seller from Medicare have been reimbursed under a hospital payment methodology, including inpatient and outpatient PPS reimbursement. (d) Neither Seller, nor any of Seller’s officers, directors, managing employees, or controlling shareholders are excluded from participation in the Provider Agreements. The Provider Agreements are each in full force and effectMedicare, Medicaid or CHAMPUS programs, and Seller has no Knowledge of not received any fact or circumstance written notice from the applicable Governmental Authority 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 exclusion 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 Programsthreatened. Except as set forth on Schedule 3.252.22, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving Seller has not received any written notice from any of the Programs Medicare, Medicaid or CHAMPUS/TriCare programs, or any other third party payor programsprograms of any pending or threatened investigations or surveys, with respect and to the Acquired EntitiesKnowledge of Seller, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminent. (e) Seller has registered with the Qnet Exchange as required by The Centers for Medicare and Medicaid Services (“CMS”) under its Hospital Quality Initiative Program (the “HQI Program”). To the Knowledge of Seller, Seller has submitted all quality data required under the HQI Program to CMS or its agent for all prior calendar quarters, except for any quarter for which the respective reporting deadlines have not yet expired. To the Knowledge of Seller, all such submissions of material quality data have been made in accordance with applicable reporting deadlines and in the form and manner required by CMS. Seller has not received notice of any reduction in reimbursement under the Medicare program, or for failure to qualify for the full market basket update, resulting from its 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 prior calendar quarters, 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 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 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 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 (a) (i) Except for UPHEC and Peninsula InfoMed, L.L.C., which do not participate in or receive reimbursement from the Government Programs, and (ii) to the knowledge of the Acquired Entities that participates Seller exclusively with respect to Ontonagon Community Health Center, Inc. (“Ontonagon”) and receives reimbursement in the MedicareChippewa Medical Associates, Medicaid and TRICARE programs, as applicable Inc. (the “ProgramsChippewa”), is the Businesses are certified or otherwise qualified for participation and reimbursement in the Programs, Government Programs and have current and valid contracts for participation in each Acquired Entity has a provider agreement with each such Government Program (the “Provider Program Agreements”), all of which are in full force and effect. As applicable, each of the Acquired Entities, and each facility owned or operated The Businesses (except as qualified by any of them, is (i) above) are in compliance in all material respects with the conditions of participation of in the Government Programs and with the terms, conditions and provisions of the Provider Program Agreements. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact No events or circumstance facts exist that would cause any such Provider Program Agreement to be suspended, terminated, restricted, withdrawn, subjected to an administrative hold or otherwise not to remain in force or be renewed on and effect after the Closing. Attached hereto as Schedule 3.25 is a complete list Seller and the Businesses have received all approvals or qualifications necessary for reimbursement of all Medicaid the Hospital Facilities and Medicare provider numbers (the “Provider Numbers”) in Businesses by 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 Government Programs. All billing practices with respect to the date Hospital Facilities and the Businesses (to the knowledge of this AgreementSeller exclusively with respect to Ontonagon and Chippewa), including to the Government Programs and private insurance companies, have been conducted in compliance in all material respects with all applicable Legal Requirements and/or billing guidelines of such third party payors and the Government Programs. Each facility Neither Seller nor any of the Acquired Entities is duly accreditedBusinesses have billed or received any payment or reimbursement in excess of amounts allowed by Legal Requirements or the billing guidelines of any third party payor, with all Type I recommendations removed, by including the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”)Government Programs or any private insurance companies. 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 There is no proceeding, investigation audit, review, investigation, survey, or survey pending other action pending, or, to Seller’s Knowledge knowledge, threatened, involving any of the Government Programs or any other third party payor programs, with respect to including any of the Acquired EntitiesBusinesses’ participation in and the reimbursement received by Seller or the Businesses from the Government Programs or any such third party payor program, and Seller has no reason to believe that any such investigations proceedings, audits, reviews, investigations, surveys, or surveys actions are pending, threatenedor to Seller’s knowledge threatened or imminent. Neither Seller, any of the Businesses nor, to Seller’s knowledge, any of their employees, officers, or directors has committed a violation of any Legal Requirements relating to payments and reimbursements under the Government Programs or any other third party payor program, including the Medicare and Medicaid fraud and abuse provisions. Schedule 4.11(a) contains a list of all NPIs and all provider numbers of Seller and the Businesses, as applicable, under the Government Programs and private third party payor programs, including any insurance company or health care provider (such as a health maintenance organization, preferred provider organization, or any other managed care program), all of which are in full force and effect. (b) Schedule 4.11(b) sets forth a list of all accreditations and certifications held by Seller, the Hospital Facilities, the Health Insurance Business and the Medical Education Program, and to the knowledge of Seller, the Included Joint Ventures, including credential elements held by UPHP and UPMC. The Hospital, the Hospice and the HHA are duly accredited, with all Requirements for Improvement removed, by The Joint Commission. Since the date of their most recent Joint Commission surveys, neither Seller, the Hospital, the Hospice nor the HHA have made any changes in policies or operations that would cause the Hospital, the Hospice or the HHA to lose such accreditations. Seller has delivered copies of the Hospital’s, the Hospice’s and the HHA’s most recent Joint Commission accreditation reports and any reports, documents, or correspondence relating thereto to Buyer. UPHP is duly accredited by the National Committee for Quality Assurance (“NCQA”). Since the date of its most recent NCQA surveys, UPHP has not made any changes in policies or operations that would cause UPHP to lose such accreditation. Seller has delivered copies of UPHP’s most recent NCQA reports documents, or correspondence relating thereto to Buyer. There is no pending or, to Seller’s knowledge, threatened proceeding by any accrediting body to revoke, cancel, rescind, suspend, restrict, modify, or non-renew Seller or any of the Businesses accreditations and certifications, and no such proceedings, surveys or actions are pending, threatened or imminent. All such accreditations and certifications are and shall be effective, unrestricted and in good standing as of the date hereof and as of the Closing Date. No event has occurred or other fact exists with respect to such accreditations/certifications that allows, or after notice or the lapse of time or both, would allow, revocation or termination of any such accreditations/certifications, or would result in any other impairment in the rights of any holder thereof.

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 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 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 The 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 with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, programs and each facility owned or operated by any of them, is in compliance in all material respects with the applicable conditions of participation of the Programs and with the terms, conditions and provisions of the Provider Agreementsfor such programs. 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, by the The Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”)Commission. 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 (“Payment Programs”), have been in compliance with all Laws and policies of such third party payors and the Medicare, Medicaid, and CHAMPUS/TRICARE programs, and neither Seller nor the Hospital has billed or received any payment or reimbursement in excess of amounts allowed by Law and there are no material sums that should be repaid to, or that are subject to collection or recoupment by any Payment Program due to fraud, misstatements or misrepresentations by Seller or Seller’s employees. Neither Seller nor any of its most recent JCAHO surveyofficers, none of the Acquired Entities has made any changes in policy directors, or operations that it believes would cause any facility to lose such accreditation or to be denied managing employees are excluded from participation in the ProgramsMedicare, Medicaid, or CHAMPUS/TRICARE programs, nor is any such exclusion threatened. Except as set forth on Schedule 3.254.11, there is no proceeding, investigation Seller has not received any notice from any Payment Programs of any pending or survey pending or, to Seller’s Knowledge threatened, involving any of the Programs threatened investigations or any other third party payor programs, with respect to the Acquired Entitiessurveys, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminent. Seller has 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”). Seller has submitted all quality data required under the HQI Program to CMS or its agent, and all quality data required under the ORYX Core Measure Performance Measurement System (“ORYX”) to The Joint Commission, 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 and The Joint Commission, respectively. Seller has not received notice of any reduction in reimbursement under the Medicare program resulting from its 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.