Common use of HITECH Act Clause in Contracts

HITECH Act. To the extent required by the HITECH Act and in the manner required by the HITECH Act, Business Associate shall implement safeguards and policy, procedure, and documentation requirements consistent with the requirements of 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316. Business Associate shall not directly or indirectly receive remuneration in exchange for any Individual’s Protected Health Information. In performing services for the Covered Entity, Business Associate will use or disclose only the minimum necessary Protected Health Information, in accordance with the HITECH Act, and any regulations issued thereunder. Business Associate agrees to comply with the requirements of the HITECH Act regarding requests for restriction on the disclosure of Protected Health Information to health plans for payment and health care operations purposes. Business Associate agrees not use or disclose Protected Health Information for marketing purposes without first receiving prior written approval from the Covered Entity and obtaining the necessary Authorization from the Individual. To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to that certain Loan and Security Agreement, dated as of June 28, 2010 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”) by, among others, (i) Capella Healthcare, Inc., a Delaware corporation, as the borrower agent (in such capacity, the “Borrower Agent”), (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Agent, and (v) the Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement. The undersigned Senior Officer hereby certifies as of the date hereof that he/she is the ___________________________ of the Borrower Agent, and that, as such, he/she is authorized to execute and deliver this Certificate to the Agent on the behalf of the Borrowers, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements of Parent and its Subsidiaries required by Section 10.1.2(a) of the Loan Agreement for the Fiscal Year of the Borrower Agent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 10.1.2(b) of the Loan Agreement for the Fiscal Quarter of the Borrower Agent ended as of the above date. Such financial statements fairly present the financial condition and results of operations of Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned (i) has reviewed and is familiar with the terms of the Loan Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and financial condition of the Credit Parties during the accounting period covered by the attached financial statements and (ii) hereby certifies as follows: [to the knowledge of the undersigned during such accounting period no Default has occurred and is continuing.] [the following is a list of each Default that has occurred during the accounting period and its nature and status:]