Medicare Participation/Accreditation. (a) Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program, the Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs and with TRICARE or its successor programs. Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program and except as set forth on Schedule 5.7, 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 5.7, there is not pending, nor to the knowledge of Seller threatened, any proceeding or investigation under the Government Programs involving HMMC, the Hospital or any of the Purchased Assets. The cost reports of HMMC and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2010, 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 5.7, HMMC 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 most recent fiscal year of HMMC and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.7 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 HMMC 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 5.7, 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 compliance with all applicable Laws, regulations and polices of such third party payors, except to the extent such failure to comply would not reasonably be expected to constitute a Material Adverse Effect. (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. Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services has been given by HMMC to the Joint Commission, HMMC is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.7, 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 received from the U.S. Department of Health and Human Services, Centers for Medicare & Medicaid Services; 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 HMMC nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of HMMC 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 HMMC 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.
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Medicare Participation/Accreditation. (a) Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program, the The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs 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 to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program and except as set forth on Schedule 5.75.9, 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 5.75.9, there is not pending, nor to the knowledge of Seller threatenedthreatened in writing, any proceeding or investigation under the Government Programs involving HMMC, the Hospital Seller or any of the Purchased Assets. The cost reports of HMMC and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2010, 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 5.7, HMMC 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 most recent fiscal year of HMMC and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.7 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 HMMC 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.
(b) Except as disclosed on Schedule 5.7The Hospital is duly accredited, all billing practices of Seller with respect to the Hospital to all third party payorsno contingencies, including the Government Programs and private insurance companies, are in compliance with all applicable Laws, regulations and polices of such third party payors, except to the extent such failure to comply would not reasonably be expected to constitute a Material Adverse Effect.
(c) by The Joint Commission. 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. Except to the extent notice concerning the wind-down .
(c) All billing practices of the Hospital’s operations and related cessation of services has been given by HMMC to the Joint Commission, HMMC is duly accredited Seller with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.7, 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 HospitalHospital to all third party payors, Seller has previously delivered to Buyerincluding the Medicare, a true Medicaid and complete copy CHAMPUS/TRICARE programs and private insurance companies, have been in compliance in all material respects with all applicable laws, regulations and policies of such third party payors and the most recent Statement Medicare, Medicaid and Deficiencies and Plan of Correction received from the U.S. Department of Health and Human Services, Centers for Medicare & Medicaid Services; the most recent state licensing report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if anyCHAMPUS/TRICARE programs, and neither Seller nor the corresponding plans Hospital has billed or received any payment or reimbursement in excess of correction or other responsesamounts allowed by law.
(d) Neither HMMC Seller nor any of its Affiliates officers, directors, or managing employees are excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs, nor to Seller’s knowledge is any such exclusion threatened in writing.
(e) Seller has registered with the knowledge 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 in all material respects 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 Sellerthis Agreement, except for any partnerquarter for which the respective reporting deadlines have not yet expired. All such submissions of quality data have been made in all material respects in accordance with applicable reporting deadlines and in the form and manner required by CMS and The Joint Commission, member, director, officer or employee of HMMC nor any of its Affiliates, nor any agent acting on behalf of or for the benefit respectively. Seller has not received notice of any of reduction in reimbursement under the foregoing, Medicare program resulting from its failure to report quality data to CMS or its agent as required under the HQI Program. Seller has directly or indirectly in connection provided Buyer with the Hospital: (i) offered or paid HQI Program “validation results” for all calendar quarters concluded prior to the date of this Agreement, except for 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 HMMC or quarter for which 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 Lawrespective reporting deadlines have not yet expired.
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Medicare Participation/Accreditation. (a) Except The Company is eligible to the extent notice concerning the wind-down receive payment without restriction under Title XVIII of the Hospital’s operations Social Security Act (“Medicare”) and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program, the Hospital 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 Programs”) through intermediaries. To Seller’s and with TRICARE or its successor programs. Except to the extent notice concerning the wind-down of the HospitalParent’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program and except as set forth on Schedule 5.7Knowledge, 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 5.7, 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 HMMC, the Hospital or any of the Purchased AssetsCompany. The cost reports of HMMC 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 2010cost 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 5.7To the Knowledge of Seller and Parent, HMMC 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 three (3) most recent fiscal year years of HMMC and the Hospital Company referred to above have been furnished to BuyerPurchaser. Except as disclosed on Schedule 5.7 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 HMMC 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.
(b) Except as disclosed on Schedule 5.7To the Knowledge of Seller and Parent, all billing practices of Seller Company with respect to the Hospital to all third party payors, including the Government Programs and private insurance companies, are in compliance in all material respects with all applicable Laws, regulations and polices Legal Requirements of such third party payorspayors and Government Programs in all material respects, except and to the extent such failure to comply would Knowledge of Seller and Parent, Company has not reasonably be expected to constitute a Material Adverse Effectbilled or received any material payment or reimbursement in excess of amounts allowed by Legal Requirements.
(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. Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services has been given by HMMC to the Joint Commission, HMMC The Company is duly accredited with no material contingencies by the Joint CommissionCommission on Accreditation of Healthcare Organizations (“JCAHO”). Except as disclosed on Schedule 5.7, 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 provided Purchaser copies of the most recent Statement and Deficiencies and Plan of Correction received from the U.S. Department of Health and Human Services, Centers for Medicare & Medicaid Services; the most recent state licensing such JCAHO accreditation survey report and list of deficiencies, if any; the most recent fire marshal’s survey and deficiency list, if any, and the corresponding plans Company’s most recent statement of correction or other responsesdeficiencies and plan of correction.
(d) Neither HMMC To the Knowledge of Seller and Parent, neither the Company nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer officer, or employee of HMMC nor any of its AffiliatesCompany, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the HospitalCompany: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present present, or potential customers, past or present suppliers, patients, medical staff members, contractors contractors, or third party payors of HMMC or the Hospital Company in order to obtain business or payments from such Persons except as permitted under applicable Lawin a manner which violates in any material respect any Legal Requirement; 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 nature, or description (whether in money, property property, or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor payor, or any other Person in a manner which violates in any material respect any Legal Requirement; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment, or gift of funds or property to, or for the private use of, any governmental official, employee, or agent where either the contribution, payment, or gift or the purpose of such contribution, payment, or gift is or was illegal under the Laws of the United States or under the Laws of any state or any other than Governmental Entity having jurisdiction over such payment, contribution or gift in connection a manner which violates in any material respect any Legal Requirement; or (iv) established or maintained any unrecorded fund or asset for any purpose or made any misleading, false, or artificial entries on any of its books or records for any reason.
(e) To Seller’s and Parent’s Knowledge, neither the Company, nor any director or officer elected or designated by Seller or Parent, nor any employee of the Company, is a party to any arrangement related to the Company with promotional any Person who is in a position to make or entertainment activities in influence referrals to or otherwise generate business for the ordinary course of business and Company that is otherwise permitted prohibited by applicable any Law.
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Medicare Participation/Accreditation. (a) Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program, the The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs and with TRICARE or its successor programs. Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program and except as set forth on Schedule 5.75.10, 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 reimbursement. The Hospital has timely filed all cost reports that were required to be filed with the Purchased AssetsMedicare program for all fiscal years through September 30, 2010. Except as set forth on Schedule 5.75.10, there is not pending, nor to the knowledge of Seller threatenedthe Seller, there is no pending, threatened in writing, any proceeding or investigation under the Government Programs involving HMMC, the Hospital or any Acquired Company of the Purchased Assets. The cost reports of HMMC and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2010, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respectsHospital. Except as disclosed on Schedule 5.7, HMMC 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 most recent fiscal year of HMMC and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.7 5.10 and except for audits, reviews, claims, actions and or appeals pending in the ordinary course of business, there are no material audits, reviews, 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 HMMC 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. The Hospital’s accreditation status under The Joint Commission Hospital Accreditation Program is “Accredited.”
(b) Except as disclosed set forth on Schedule 5.75.10 (b), all billing practices of Seller with respect to the Hospital to all third party payors, including the Government Programs and private insurance companiesprograms, are have been in compliance with all applicable Laws, regulations and polices of such third party payors, except to the extent such failure to comply would not reasonably be expected to constitute a Material Adverse EffectLaws in all material respects.
(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. Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services has been given by HMMC to the Joint Commission, HMMC is duly accredited with no contingencies by the Joint Commission. Except as disclosed on Schedule 5.7, 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 received from the U.S. Department of Health and Human Services, Centers for Medicare & Medicaid Services; 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 HMMC nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of HMMC 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 HMMC 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.
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