Common use of Medicare Participation/Accreditation Clause in Contracts

Medicare Participation/Accreditation. All health care -------------------------------------- facilities owned or operated by any Group Member or any Subsidiary (each, a "Company Facility") which participate in the Medicare and Medicaid programs, have a current and valid provider agreement with the Medicare and Medicaid programs and are in substantial compliance with the conditions of participation of such programs, except where the failure to be so certified, to have such agreements, or to be in such compliance is not reasonably likely to have a Material Adverse Effect. Neither any Group Member nor any Subsidiary has received notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions in respect to any government health care program of any pending or threatened investigations, and to the Knowledge of the Parent, no such investigations are pending, threatened or imminent, which are reasonably expected to have a Material Adverse Effect. All returns, cost reports and other filings made by any Group Member or any Subsidiary with Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate except where the failure to be so complete and accurate is not reasonably likely to have, individually or in the aggregate, a Material .Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge of the Parent, threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which individually or in the aggregate would have a Material Adverse Effect, and, to the Knowledge of the Parent, there is no basis for any successful claims or requests for recovery of overpayments from any such agency, instrumentality, entity or third party payor except for any such claims or requests which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Schedule 2.22 identifies each Group Member which is a provider under Medicare or -------- ---- Medicaid and its provider number and the date it became a Medicare or Medicaid provider.

Medicare Participation/Accreditation. (a) All hospitals or significant health care -------------------------------------- facilities owned or operated as continuing operations by any Group Member Company or any Company Subsidiary (each, a "Company Facility") which participate are certified for participation in the Medicare and Medicaid programs, have a current and valid provider agreement with the Medicare and Medicaid programs programs, and are in substantial compliance with the conditions of participation of such programs, except where the failure to be so certified, to have such agreements, or to be in such compliance is would not reasonably likely to have a Company Material Adverse Effect. Neither any Group Member Company nor any Subsidiary of the Company Subsidiaries has received notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions in respect to any government health care program Government Health Care Program of any pending or threatened investigations, and to the Knowledge of the ParentCompany's knowledge, no such investigations are pending, threatened or imminent, which are reasonably expected by Company to have a Company Material Adverse Effect. Each Company Facility eligible for such accreditation is accredited by the Joint Commission on Accreditation of Healthcare Organizations or other appropriate accreditation agency. All returns, cost reports and other filings made by any Group Member or any Subsidiary Company and the Company Subsidiaries with Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate except where the failure to be so complete and accurate is would not reasonably likely to have, individually or in the aggregate, a Company Material .Adverse Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge best knowledge of the Parentsenior management of Company, threatened by any federal Federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which individually or in the aggregate would have a Company Material Adverse Effect, and, to the Knowledge best knowledge of the ParentCompany, there is no basis for any successful claims or requests for recovery of overpayments from any such agency, instrumentality, entity or third party payor except for any such claims or requests which are would not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Each such Company Facility is licensed by the state department of health or applicable state agency to conduct its business in substantially the manner conducted by such Company Facility and is authorized to operate the number of beds utilized therein, except for failures to be licensed or lack of authorizations that will not have a Company Material Adverse Effect. Schedule 2.22 identifies each Group Member The Company Facilities are presently in substantial compliance with the material terms, conditions and provisions of such licenses except where the failure to be in such compliance would not result in a Company Material Adverse Effect. The facilities, equipment, staffing and operations of the Company Facilities satisfy the applicable state health care licensing requirements in all material respects, except for failures which is would not result in a provider under Medicare or -------- ---- Medicaid and its provider number and the date it became a Medicare or Medicaid providerCompany Material Adverse Effect.

Medicare Participation/Accreditation. (a) All health care -------------------------------------- facilities hospitals owned or operated as continuing operations by any Group Member the Company or any Company Subsidiary (each, a "Company FacilityCOMPANY FACILITY") which participate are certified for participation or enrollment in the Medicare and Medicaid programs, have a current and valid provider agreement contract with the Medicare and Medicaid programs and programs, are in substantial compliance with the conditions of participation of such programs, programs and have received all approvals or qualifications necessary for capital reimbursement of the assets of the Company and the Company Subsidiaries except as set forth in Section 4.14 of the Company Disclosure Schedule and except where the failure to be so certified, to have such agreementscontracts, or to be in such compliance is or to have such approvals or qualifications would not reasonably likely be expected to individually or in the aggregate have a Company Material Adverse Effect. Neither any Group Member the Company nor any Subsidiary of the Company Subsidiaries has received notice from any governmental agency, fiscal intermediary, carrier or similar entity the regulatory authorities which enforces or administers enforce the statutory or regulatory provisions in respect to any government health care of either the Medicare or the Medicaid program of any pending or threatened investigations, and to neither the Knowledge Company nor any of the Parent, no Company Subsidiaries has any reason to believe that any such investigations or surveys are pending, threatened or imminent, imminent which are reasonably expected to have a Material Adverse Effect. All returns, cost reports and other filings made by any Group Member or any Subsidiary with Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate except where the failure to be so complete and accurate is not reasonably likely to have, individually or in the aggregate, a Material .Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge of the Parent, threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which may individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect, and, . Each Company Facility eligible for such accreditation is accredited by the Joint Commission on Accreditation of Healthcare Organizations or other appropriate accreditation agency. (b) Each Company Facility is licensed by the proper state department of health to conduct its business in substantially the Knowledge manner conducted by such Company Facility and is authorized to operate the number of beds utilized therein. The Company Facilities are presently in substantial compliance with all of the Parentterms, there is no basis for any successful claims or requests for recovery conditions and provisions of overpayments from any such agencylicenses. The Company has heretofore made available to Parent correct and complete copies of all such licenses. The facilities, instrumentalityequipment, entity or third party payor except for any such claims or requests which are staffing and operations of the Company Facilities satisfy the applicable state hospital licensing requirements in all material respects. (c) Except as would not reasonably likely to have, individually or in the aggregate, aggregate reasonably be expected to have a Company Material Adverse Effect. Schedule 2.22 identifies each Group Member which is : (i) to the knowledge of the Company, the Company has disclosed to Parent all financial relationships with referral sources and their immediate families; (ii) the Company has disclosed to Parent any governmental investigations, demands, or threatened action (written or oral) related to billing, coding compliance, false claims, or compliance with federal or state antikickback or laws related to referrals by physicians with a provider under Medicare financial relationship with the entity referred to and (iii) to the knowledge of the Company, the Company has disclosed to Parent any internal or -------- ---- Medicaid and its provider number and externally conducted audit of claims or coding compliance conducted within one year prior to the date it became a Medicare or Medicaid providerhereof.

Medicare Participation/Accreditation. All health care -------------------------------------- facilities owned or operated by any Group Member or any Subsidiary (each, a "Company Facility") which participate in the Medicare and Medicaid programs, have a current and valid provider agreement with the Medicare and Medicaid programs and are in substantial compliance with the conditions of participation of such programs, except where the failure to be so certified, to have such agreements, or to be in such compliance is not reasonably likely to have a Material Adverse Effect. Neither any Group Member nor any Subsidiary has received notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions in respect to any government health care program of any pending or threatened investigations, and to the Knowledge of the Parent, no such investigations are pending, threatened or imminent, which are reasonably expected to have a Material Adverse Effect. All returns, cost reports and other filings made by any Group Member or any Subsidiary with Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate except where the failure to be so complete and accurate is not reasonably likely to have, individually or in the aggregate, a Material .Adverse Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge of the Parent, threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which individually or in the aggregate would have a Material Adverse Effect, and, to the Knowledge of the Parent, there is no basis for any successful claims or requests for recovery of overpayments from any such agency, instrumentality, entity or third party payor except for any such claims or requests which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Schedule 2.22 2.25 identifies each Group Member which is a provider under Medicare or -------- ---- Medicaid and its provider number and the date it became a Medicare or Medicaid provider.

Medicare Participation/Accreditation. (a) All hospitals or significant health care -------------------------------------- facilities owned or operated as of the date hereof as continuing operations by any Group Member Company or any Company Subsidiary (each, a "Company Facility") which participate are certified for participation in the Medicare and Medicaid programs, have a current and valid provider agreement with the Medicare and Medicaid programs programs, have complied with all Medicare and are in substantial compliance with the Medicaid laws, rules, regulations, manuals and other conditions of participation of such programs, to the extent applicable, and have filed all cost reports and other requests for payment in the manner prescribed thereby except where the failure to be so certified, to have such agreements, or to be in such compliance is would, individually or in the aggregate not reasonably likely to have a Material Adverse Effect. Neither any Group Member nor any Subsidiary has received notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions in respect to any government health care program of any pending or threatened investigations, and to the Knowledge of the Parent, no such investigations are pending, threatened or imminent, which are reasonably expected to have a Material Adverse Effect. Company Material (b) All returns, cost reports and other filings requests for payment made by any Group Member or any Subsidiary with Company and Company Subsidiaries to Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate accurate, except where the failure to be so complete and accurate is not reasonably likely to havewould not, individually or in the aggregate, have a Company Material .Adverse Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge of the ParentCompany's knowledge, threatened by any federal Federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which individually or in the aggregate would have a Material Adverse Effectpayor, and, and to the Knowledge of the ParentCompany's knowledge, there is no basis for any successful claims or requests for recovery of overpayments from any such agency, instrumentality, entity or third party payor payor, except for any such claims or requests which are would not have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 1992 neither Company nor any Company Subsidiary has prior to the date hereof been subject to any audit relating to fraudulent Medicare or Medicaid practices and neither Company nor any Company Subsidiary is subject to any audit relating to fraudulent Medicare or Medicaid practices that would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Each such Company Facility is licensed by the state department of health or applicable state agency and is authorized to operate the number of beds utilized therein. The Company Facilities are presently in compliance with the terms, conditions and provisions of such licenses except where the failure to be in such compliance would not have a Company Material Adverse Effect. Schedule 2.22 identifies each Group Member which is a provider under Medicare or -------- ---- Medicaid The facilities, equipment, staffing and its provider number and operations of Company Facilities satisfy the date it became a Medicare or Medicaid providerapplicable state health care licensing requirements in all material respects.

Medicare Participation/Accreditation. All health care -------------------------------------- facilities owned or operated by any Group Member or any Subsidiary (eacha) Except as set forth on Schedule 6.16, a "Company Facility") which participate the Capestrano Facility is certified for participation in the Medicare Federal Healthcare Programs and Medicaid programs, have SJCH has a current and valid provider agreement with each such Federal Healthcare Program at the Medicare and Medicaid programs and are Capestrano Facility (the “Provider Agreements”). SJCH is in substantial compliance with the conditions of participation of the Federal Healthcare Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effect, and Seller Parties have no Knowledge of any fact or circumstance that would cause any such programsProvider Agreement not to remain in force or be renewed on and after Closing. Attached hereto as Schedule 6.16 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of SJCH, except where the failure Capestrano Facility or as otherwise specified, which SJCH is currently using in its operations (excluding any Medicaid and Medicare provider numbers for facilities that were sold or closed by SJCH prior to the date of this Agreement). The Provider Numbers are active with CMS or the respective Medicaid agency. (b) The Capestrano Facility is duly accredited, with all Type I recommendations removed, by The Joint Commission for the three year period set forth in Schedule 6.16. Copies of the most recent accreditation survey reports from The Joint Commission pertaining to the Capestrano Facility have been made available to Buyer. Except as set forth in Schedule 6.16, since the date of its most recent The Joint Commission survey, neither any Seller Party nor any Target Entity has made any changes in policy or operations that it believes would cause the Capestrano Facility to be so certifieddenied participation in the Federal Healthcare Programs. There is no proceeding, investigation or survey pending or, to have such agreementsSeller Parties’ Knowledge, threatened involving any of the Federal Healthcare Programs or to be in such compliance is not reasonably likely to have a Material Adverse Effect. Neither any Group Member nor any Subsidiary has received notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions in other third-party payor programs with respect to any government health care program of any pending or threatened investigationsthe Business, and no Seller Party has reason to the Knowledge of the Parent, no believe that any such investigations or surveys are pending, threatened or imminent, which are reasonably expected to have a Material Adverse Effect. All returns, cost reports and other filings made by any Group Member or any Subsidiary with Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate except where the failure to be so complete and accurate is not reasonably likely to have, individually or in the aggregate, a Material .Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge of the Parent, threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which individually or in the aggregate would have a Material Adverse Effect, and, to the Knowledge of the Parent, there is no basis for any successful claims or requests for recovery of overpayments from any such agency, instrumentality, entity or third party payor except for any such claims or requests which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Schedule 2.22 identifies each Group Member which is a provider under Medicare or -------- ---- Medicaid and its provider number and the date it became a Medicare or Medicaid provider.