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.

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 (14) days of Seller’s filing of the same. All cost reports have been and shall be prepared and shall be timely filed in accordance with and in compliance with all applicable government rules and regulations. To Seller’s Knowledge, the Facilities are in substantial compliance with all rules, regulations and requirements of all governmental agencies having jurisdiction over the Programs in which the Facilities participate.

Medicare Participation/Accreditation. (a) The Hospital Company is eligible to receive payment without restriction under Title XVIII of the Social Security Act (“Medicare”) and is a “provider” with valid and current provider agreements and with one or more provider numbers with the federal Medicare and successor programs (the “Government Programs”) through intermediaries. The Hospital is a “provider” with valid To Seller’s and current provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9Parent’s Knowledge, the Hospital Company 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 Assetsrespects. Except as set forth on Schedule 5.9, there There is not neither pending, nor to the knowledge Knowledge of Seller threatenedand Parent Threatened, any proceeding Proceeding or investigation under the Government Programs involving Seller, the Hospital or any of the Purchased AssetsCompany. The cost reports of Seller and the Hospital Company, as applicable, for the Government Programs referred to above, and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009cost report settlements, required to be filed on or before the date hereof Closing Date hereof, have been or will be properly filed filed, and to the Knowledge of Seller and Parent, are complete and correct in all material respects. Except as disclosed on Schedule 5.9To the Knowledge of Seller and Parent, Seller is in material compliance with filing requirements with respect to the cost reports of required to be filed by Company do not claim, and the HospitalCompany has not received any material payment or reimbursement in excess of, the amount provided by Law or any applicable agreement, except where excess reimbursement was noted on the cost report. True and correct copies Copies of all such reports reports, as filed, for the two three (23) most recent fiscal years of Seller and the Hospital Company referred to above have been furnished to BuyerPurchaser. Except as disclosed on Schedule 5.9 and except for claims, actions actions, and appeals in the ordinary course Ordinary Course of businessBusiness, there are no material claims, actions actions, or appeals pending before any commission, board board, or agency, including any fiscal intermediary or carrier, Governmental Entity Entity, or the Administrator of the Centers for Medicare & and Medicaid Services, with respect to any Government Program cost reports or claims filed on behalf of Seller with respect the Company referred to the Hospital above, on or before the date of this Agreement, or, to Seller’s or Parent’s Knowledge, any disallowances by any commission, board board, or agency in connection with any audit of such cost reports. Except for those in the Ordinary Course of Business, to the Knowledge of Seller and Parent, no validation review or program integrity review related to the Company referred to above, the operation of the Company, or the consummation of the Contemplated Transactions by this Agreement, has been conducted by any commission, board, agency, or Government Entity in connection with the Government Programs, and to the Knowledge of Seller and Parent, no such reviews are scheduled, pending, or Threatened against or affecting Company, or the consummation of the Contemplated Transactions by this Agreement.

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 threatenedthreatened in writing, any proceeding or investigation under the Government Programs involving Seller, the Hospital Seller 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. Except as disclosed on Schedule 5.9 or except for those audits and reviews in the ordinary course of business, no validation review or program integrity review (including any recovery audit contract review) related to the Hospital, the operation of the Hospital, or the consummation of the transactions contemplated by this Agreement, has been conducted by any commission, board, agency or Governmental Entity in connection with the Government Programs, and to the knowledge of Seller, no such reviews are scheduled, pending or threatened against or affecting Seller with respect to the Hospital, the operation of the Hospital, or the consummation of the transactions contemplated by this Agreement.