Common use of Medicare Participation/Accreditation Clause in Contracts

Medicare Participation/Accreditation. (a) The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs. The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9, 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. Except as set forth on Schedule 5.9, there is not pending, nor to the knowledge of Seller threatened, any proceeding or investigation under the Government Programs involving Seller, the Hospital or any of the Purchased Assets. The cost reports of Seller and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respects. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to cost reports of the Hospital. True and correct copies of all such reports for the two (2) most recent fiscal years of Seller and the Hospital have been furnished to Buyer. 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 commission, 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 Hospital 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. (b) Except as disclosed on Schedule 5.9, all billing practices of Seller with respect to the Hospital to all third party payors, including the Government Programs and private insurance companies, are in material compliance with all applicable Laws, regulations and polices of such third party payors. (c) Seller has provided Buyer true and complete copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. Seller is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.9, since January 1, 2007 there have been no events at the Hospital that constitute a “sentinel event” as defined by the Joint Commission or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the Hospital, Seller has previously delivered to Buyer, a true and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities in the ordinary course of business and is otherwise permitted by applicable Law.

Medicare Participation/Accreditation. (a) The Hospital Seller is eligible to receive payment under Titles XVIII and XIX of the Social Security Act and is a “provider” with valid and current under existing provider agreements and with one or more provider numbers with the Government Medicare and Medicaid Programs (the “Programs. The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9”) through the applicable intermediaries, the Hospital is Pennsylvania Department of Public Welfare (“DPW”) and the Maryland Department of Health and Mental Hygiene (“DHMH”).To seller’s Knowledge, the Facilities are in substantial compliance with the conditions of participation for in the Government Programs in all material respects and has received all Approvals or qualifications necessary for capital reimbursement on the Purchased AssetsPrograms. Except as set forth on Schedule 5.9, there There is not pending, nor to the knowledge best Knowledge of Seller threatened, any proceeding or investigation under the Government Programs involving Seller, the Hospital Facilities or any of the Purchased Assets. The cost reports of Seller and the Hospital Facilities for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 20092003, required to have been filed. After the Closing, cost reports of the Facilities for the Programs for the fiscal year ending 2004 will be filed on or before the date hereof have been properly filed their due dates, and are complete and correct in all material respectsSeller shall promptly provide Buyer with copies thereof. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to The cost reports of the HospitalFacilities were filed when due. Seller hereby agrees to indemnify and hold Buyer harmless for any Losses (as hereinafter defined) that result from the filing of any such cost reports. True and correct copies of all such reports for the two three (23) most recent fiscal years of Seller and the Hospital Facilities have been furnished to Buyer. Except as disclosed on Schedule 5.9 and except for claims, actions and appeals in the ordinary course of business, there There are no material claims, actions or appeals pending before DPW and/or DHMH any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity the Provider Reimbursement Review Board or the Administrator of the Centers for Medicaid and Medicare & Medicaid Services, with respect to any Government Program federal or state Medicare or Medicaid cost reports or claims filed on behalf of by Seller with respect to the Hospital on or before the date of this Agreementhereof, or any disallowances by any commission, board or agency in connection with any audit of such cost reports. . Seller shall provide to Buyer a copy of all cost reports that Seller is required to file after the date of this Agreement (b14) Except as disclosed on Schedule 5.9, all billing practices days of Seller Seller’s filing of the same. All cost reports have been and shall be prepared and shall be timely filed in accordance with respect to the Hospital to all third party payors, including the Government Programs and private insurance companies, are in material compliance with all applicable Lawsgovernment rules and regulations. To Seller’s Knowledge, the Facilities are in substantial compliance with all rules, regulations and polices requirements of such third party payorsall governmental agencies having jurisdiction over the Programs in which the Facilities participate. (c) Seller has provided Buyer true and complete copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. Seller is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.9, since January 1, 2007 there have been no events at the Hospital that constitute a “sentinel event” as defined by the Joint Commission or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the Hospital, Seller has previously delivered to Buyer, a true and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities in the ordinary course of business and is otherwise permitted by applicable Law.

Medicare Participation/Accreditation. (a) The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with Healthcare Facilities are qualified for participation in the Government Programs. The Hospital is a “provider” with valid and current Programs through the provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9contracts of Seller, the Hospital is are in material compliance with the conditions of participation for the Government Programs in all material respects such programs, and has have received all Approvals approvals or qualifications necessary for capital reimbursement on the Purchased Assetsthereunder. Except as set forth on Schedule 5.9There is no Proceeding, there is not survey, or other action pending, nor or, to the knowledge of Seller Seller’s Knowledge, threatened, involving any proceeding or investigation under of the Government Programs involving Seller, the Hospital or any of other third party payor programs, including the Purchased Assets. The cost reports of Seller Healthcare Facilities’ participation in and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respects. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to cost reports of the Hospital. True and correct copies of all such reports for the two (2) most recent fiscal years of Seller and the Hospital have been furnished to Buyer. 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 commission, 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 received by Seller with respect to the Hospital on Healthcare 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 date Hospital are duly accredited as part of this Agreement, or any disallowances by any commission, board or agency in connection with any audit of such cost reports. (b) Except as disclosed The Joint Commission’s accreditation for the period specified on Schedule 5.9, all 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 Hospital Healthcare Facilities to all third party payors, including the Government Programs and private insurance companies, are have been in material compliance with all applicable Lawslaws, regulations and polices policies of such third party payors. (c) Seller has provided Buyer true and complete copies of payors including the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if anyGovernment Programs, and each plan of correction, if any. Seller is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.9, since January 1, 2007 there have been no events at the Hospital that constitute a “sentinel event” as defined by the Joint Commission or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the HospitalSeller’s Knowledge, Seller has previously delivered to Buyernot billed or received any payment or reimbursement in excess of amounts allowed by law, a true except as and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer extent that liability for such overpayment is either immaterial or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly been satisfied in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities normal cost report settlements in the ordinary course of business 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 is otherwise permitted 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 applicable LawSeller 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 (other than surveys in the ordinary course of business).

Medicare Participation/Accreditation. The Facilities (aother than Orange County Community Hospital - Orange) The Hospital is a “provider” are qualified for participation in the Medicare and MediCal programs (together with valid and current provider agreements and with one their respective intermediaries or more provider numbers with the Government Programs. The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9carriers, the Hospital is "GOVERNMENT REIMBURSEMENT PROGRAMS"), are entitled to reimbursement under the Medicare Program for services rendered to qualified Medicare beneficiaries, and comply in compliance all material respects with the conditions of participation for the Government Programs in all material respects in, and has have received all Approvals approvals or qualifications necessary for capital reimbursement on the Purchased Assetsassets of Sellers from, all Government Reimbursement Programs. There is no pending or, to Sellers' knowledge, threatened proceeding or investigation by any of the Government Reimbursement Programs, or for reimbursement of amounts due or to become due to Sellers from the Government Reimbursement Programs (the "AGENCY RECEIVABLES"). The cost reports of the Facilities (other than Orange County Community Hospital - Orange) for which cost reports may be filed under the Government Reimbursement Programs, and for reimbursement of any other Agency Receivables ("COST REPORTS") for all Cost Report periods through September 30, 1997, have been filed and have been audited through the Cost Report period ending September 30, 1995. The Cost Reports were filed when due and do not claim, and the Facilities (other than Orange County Community Hospital - Orange) have not received, reimbursement in excess of the amount provided by law or any applicable agreement, except to the extent set forth in the Financial Statements. Except as set forth on Schedule 5.9SCHEDULE 3.22, there is not pendingexists no dispute or issue under appeal between any of Sellers and any governmental authority, nor to the knowledge of Seller threatened, any proceeding fiscal intermediary or investigation under carrier or other Person regarding the Government Programs involving SellerReimbursement Programs, the Hospital or any of the Purchased Assets. The cost reports of Seller and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respects. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements than with respect to cost reports of the Hospital. True and correct copies of all such reports for the two (2) most recent fiscal years of Seller and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.9 and except for claims, actions and appeals adjustments made in the ordinary course of business, there are no material claims, actions or appeals pending before any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity or business for open Cost Report years which do not involve more than $100,000 in the Administrator aggregate. All liabilities and contractual adjustments 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 Facilities (other than Orange County Community Hospital 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. (b- Orange) Except as disclosed on Schedule 5.9, all billing practices of Seller with respect to the Hospital to all third party payors, including under the Government Reimbursement Programs have been properly reflected and private insurance companies, are adequately reserved in material compliance with all applicable Laws, regulations and polices of such third party payors. the Financial Statements. Each Hospital (cother than Orange County Community Hospital - Orange) Seller has provided Buyer true and complete copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. Seller is duly accredited with no contingencies by the Joint CommissionJCAHO for the three (3) year period ending identified on SCHEDULE 3.22 hereof. Except as disclosed on Schedule 5.9, since January 1, 2007 there Sellers have been no events at the Hospital that constitute a “sentinel event” as defined by the Joint Commission or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the Hospital, Seller has previously delivered to Buyer, made available for Buyers' review a true and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing JCAHO survey report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. for each Facility (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities in the ordinary course of business and is otherwise permitted by applicable LawOrange County Community Hospital - Orange). Sellers have taken all reasonable steps to correct all material deficiencies noted therein.

Medicare Participation/Accreditation. (a) The Hospital Seller is eligible to receive payment under Titles XVIII and XIX of the Social Security Act and is a “provider” with valid and current under existing provider agreements and with one or more provider numbers with the Government Medicare and Medicaid Programs (the “Programs”) through the applicable intermediaries and the Ohio Department of Job and Family Services (“ODJFS”). The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9, the Hospital Nursing Home is in substantial compliance with the conditions of participation for in the Government Programs in all material respects and has received all Approvals or qualifications necessary for capital reimbursement on the Purchased AssetsPrograms. Except as set forth on Schedule 5.9, there There is not pending, nor to the best knowledge of Seller threatened, any proceeding or investigation under the Government Programs involving Seller, the Hospital Nursing Home or any of the Purchased Assets. The cost reports of Seller and the Hospital Nursing Home for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 20092001, required to have been filed. The cost reports of the Nursing Home for the Programs for the fiscal year ending 2002 will be filed on or before the date hereof have been properly filed their due dates, and are complete and correct in all material respectsSeller shall promptly provide Buyer with copies thereof. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to The cost reports of the HospitalNursing Home were filed when due. Seller hereby agrees to indemnify and hold Buyer harmless for any Losses (as hereinafter defined) that result from the filing of any such cost reports. True and correct copies of all such reports for the two three (23) most recent fiscal years of Seller and the Hospital Nursing Home have been furnished to Buyer. Except as disclosed on Schedule 5.9 and except for claims, actions and appeals in the ordinary course of business, there There are no material claims, actions or appeals pending before ODJFS, any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity the Provider Reimbursement Review Board or the Administrator of the Centers for Medicaid and Medicare & Medicaid Services, with respect to any Government Program federal or state Medicare or Medicaid cost reports or claims filed on behalf of by Seller with respect to the Hospital on or before the date of this Agreementhereof, or any disallowances by any commission, board or agency in connection with any audit of such cost reports. (b) Except as disclosed on Schedule 5.9. Buyer shall have the right to review all cost reports that Seller is required to file after the date of this Agreement prior to Seller’s filing the same. All cost reports have been and shall be prepared in all material respect and shall be timely filed in accordance with and in compliance with all applicable government rules and regulations. Furthermore, Seller shall indemnify and hold Buyer harmless for all billing practices of Seller costs and damages incurred by Buyer with respect to the Hospital recoupment project currently being conducted by the ODJFS relating to periods on or before the Closing Date. The Nursing Home is in substantial compliance in all third party payors, including the Government Programs and private insurance companies, are in material compliance respects with all applicable Lawsrules, regulations and polices requirements of such third party payorsall governmental agencies having jurisdiction over the programs in which the Nursing Home participates. (c) Seller has provided Buyer true and complete copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. Seller is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.9, since January 1, 2007 there have been no events at the Hospital that constitute a “sentinel event” as defined by the Joint Commission or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the Hospital, Seller has previously delivered to Buyer, a true and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities in the ordinary course of business and is otherwise permitted by applicable Law.

Medicare Participation/Accreditation. (a) The Hospital Colonial, SP or the Operating Companies are eligible to receive payment under Titles XVIII and XIX of the Social Security Act and is a “provider” with valid and current under existing provider agreements and with one or more provider numbers with the Government Medicare and Medicaid Programs (the “Programs. The Hospital is a “provider” with valid ”) through the applicable intermediaries, except that Generation Development Company, LLC, Generation Leasing Company, II, LLC, and current SX Xxxxxxx, LLC, are the only Operating Companies that have provider agreements with Medicare. Colonial, SP and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9, the Hospital is Operating Companies are in substantial compliance with all of the conditions of participation for in the Government Programs in all material respects and has received all Approvals or qualifications necessary for capital reimbursement on the Purchased AssetsPrograms. Except as set forth on Schedule 5.9, there There is not pending, nor to the best knowledge of Seller Colonial, SP or the Operating Companies threatened, any proceeding or investigation under the Government Programs involving Seller, the Hospital or any of the Purchased Assets. The cost reports of Seller Colonial, SP and the Hospital Operating Companies for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009December 31, required to 1997, have been filed. The cost reports of Colonial, SP or the Operating Companies for the Programs for the fiscal year ending December 31, 1998 will be filed on or before their due dates, and Colonial, SP or the date hereof have been properly filed and are complete and correct in all material respectsOperating Companies shall promptly provide THC with copies thereof. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to The cost reports of Colonial, SP and the HospitalOperating Companies were filed when due. SP, the Operating Companies and Jxxxx X. Xxxxx hereby agree to indemnify and hold THC and THCV harmless for any losses that result from the late filing of any cost reports that were due on or before the Closing Date. True and correct copies of all such reports for the two three (23) most recent fiscal years of Seller Colonial, SP and the Hospital Operating Companies have been furnished to BuyerTHC. Except as disclosed shown on Schedule 5.9 and except for claims, actions and appeals in the ordinary course of business2.37, there are no material claims, actions or appeals pending before any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity the Provider Reimbursement Review Board, the Department of Medical Assistance or the Administrator of the Centers for Medicare & Medicaid ServicesHealth Care Financing Administration, with respect to any Government Program federal or state Medicare or Medicaid cost reports or claims filed on behalf of Seller with respect to by Colonial, SP or the Hospital Operating Companies on or before the date of this Agreementhereof, or any disallowances by any commission, board or agency in connection with any audit of such cost reports. (b) Except as disclosed on Schedule 5.9. Colonial, SP or the Operating Companies is in current compliance in all billing practices of Seller with respect to the Hospital to all third party payors, including the Government Programs and private insurance companies, are in material compliance respects with all applicable Lawsrules, regulations and polices requirements of such third party payors. (c) Seller has provided Buyer true and complete copies of all governmental agencies having jurisdiction over the most recent Joint Commission accreditation survey report and deficiency list for the Hospitalprograms in which Colonial, if any, and each plan of correction, if any. Seller is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.9, since January 1, 2007 there have been no events at the Hospital that constitute a “sentinel event” as defined by the Joint Commission or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the Hospital, Seller has previously delivered to Buyer, a true and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller SP or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities in the ordinary course of business and is otherwise permitted by applicable LawOperating Companies participates.

Medicare Participation/Accreditation. (a) The WH, the Hospital, Xxxxxxxx Hospital is and each other facility, site or business currently operated as a “provider” with valid and current provider agreements and with one by WH or more provider numbers with the Government Programs. The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with TRICARE or any of its successor programs. Except as set forth on Schedule 5.9controlled Affiliates (collectively, the Hospital is “WH Provider Entities”) are qualified for participation in the Medicare, Medicaid and TRICARE programs; have a current and valid provider contract with such programs; are in compliance in all material respects with the conditions of participation for the Government Programs in all material respects such programs; and has have received all Approvals approvals or qualifications necessary for capital reimbursement on reimbursement. Schedule 3.7 contains a complete list of all of the Purchased Assets. Except as set forth on Schedule 5.9Medicare, there is not pending, nor Medicaid and TRICARE provider and supplier numbers and National Provider Identifier (NPI) numbers of the WH Provider Entities and of Belmont (which has previously closed and ceased operations and will have been sold or transferred prior to the knowledge Closing). Each of Seller threatened, any proceeding or investigation under the Government Programs involving Seller, the Hospital or any and Xxxxxxxx Hospital is duly accredited, with no contingencies, by The Joint Commission, and such accreditation is, and will be, current and in full force and effect as of the Purchased Assets. The cost reports of Seller and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respects. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to cost reports of the HospitalClosing Date. True and correct copies of all such reports for the two (2) most recent fiscal years of Seller and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.9 and except for claimsNo event has occurred, actions and appeals in the ordinary course of business, there are no material claims, actions or appeals pending before any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Servicesother facts exist, with respect to any Government Program cost reports such accreditations that likely allows or claims filed on behalf would be likely to cause (after notice or lapse of Seller with respect time or both) for the revocation or termination of such accreditations. A copy of the most recent accreditation letters from The Joint Commission pertaining to the Hospital on or before and Xxxxxxxx Hospital have been delivered to WVUHS. To the date knowledge of this Agreement, or any disallowances by any commission, board or agency in connection with any audit of such cost reports. (b) Except as disclosed on Schedule 5.9WH, all billing practices of Seller with respect to the Hospital WH (and its controlled Affiliates and Belmont) to all third party payors, including the Government Programs Medicare, Medicaid and TRICARE programs, and private insurance companies, are have been in compliance in all material compliance respects with all applicable Laws, Legal Requirements and such regulations and polices policies of such third party payors. (c) Seller has provided Buyer true payors and complete copies of the most recent Joint Commission accreditation survey report Medicare, Medicaid and deficiency list for the Hospital, if anyTRICARE programs, and each plan WH (and its controlled Affiliates) have not billed or received any payment or reimbursement in excess of correction, if any. Seller is duly accredited with no contingencies amounts allowed by the Joint Commission. Except as disclosed on Schedule 5.9, since January 1, 2007 there have been no events at the Hospital any Legal Requirement except for inadvertent overpayments that constitute a “sentinel event” as defined by the Joint Commission will be returned or that constitute an immediate threat or jeopardy to patient health or safety. With respect to the Hospital, Seller has previously delivered to Buyer, a true and complete copy of the most recent Statement and Deficiencies and Plan of Correction on Form HCFA-2567; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans of correction or other responses. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities otherwise addressed in the ordinary course of business business. Neither WH, nor its controlled Affiliates, nor any of their officers, directors, or employees are excluded from participation in the Medicare, Medicaid or TRICARE programs, nor, to the knowledge of WH, is any such exclusion threatened. WH (and is otherwise permitted by applicable Lawits controlled Affiliates) have not received any written notice from any of the Medicare, Medicaid or TRICARE programs, or any other third party payor programs, of any pending or threatened investigations or surveys, and WH (and its controlled Affiliates) have no reason to believe that any such investigations or surveys are pending, threatened, or imminent.