Common use of Medicare and Medicaid Clause in Contracts

Medicare and Medicaid. Except as disclosed in any state health department surveys for 1995 or 1996, copies of which have been made available to Purchaser, the Company and its subsidiaries have complied with all Medicare and Medicaid laws, rules and regulations and have filed all returns, cost reports and other filings in any manner prescribed thereby except where the failure to so comply, together with all other such failures, would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole. All returns, cost reports and other filings made by the Company and its subsidiaries since January 1, 1992 to Medicare, Medicaid or any other governmental health or welfare related entity or third party payor are true and complete except where the failure to be so true and complete, together with all other such failures, would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole. Since January 1, 1992, no deficiency in any such returns, cost reports and other filings, including deficiencies for late filings, has been asserted or to the best of the Company's knowledge, after reasonable investigation, threatened by any Federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or third party payor claims and to the best of the Company's knowledge, after reasonable investigation, there is no basis for any successful claims or requests for reimbursement from any such agency, instrumentality, entity or third party payor except for any deficiencies, together with all other such deficiencies, which would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole. Since January 1, 1992, neither the Company nor any of its subsidiaries has been subject to any audit or investigation relating to fraudulent Medicare or Medicaid procedure or practices except audits or investigations which, together with all other such audits, would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole.

Medicare and Medicaid. Except as disclosed in any state health department surveys for 1995 or 1996, copies of which have been made available to Purchaser, the The Company and its subsidiaries --------------------- Subsidiaries have complied in all material respects with all Medicare and Medicaid laws, rules and regulations and have filed all returns, cost reports and other filings in any the manner prescribed thereby prescribed, except where the failure to do so complywould not have or reasonably be expected to have, together with all other such failuresindividually or in the aggregate, would be immaterial to the financial condition, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. All returns, cost reports and other filings made by the Company and its subsidiaries since January 1, 1992 Subsidiaries to Medicare, Medicaid or any other governmental health or welfare related entity or any other third party payor are in all material respects true and complete complete, except where the failure to be so true and completewould not have or reasonably be expected to have, together with all other such failuresindividually or in the aggregate, would be immaterial to the financial condition, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. Since January 1, 1992, no No deficiency in any such returns, cost reports and other filings, including deficiencies for late filings, has been asserted or or, to the best of the Company's knowledge, after reasonable investigation, threatened by any Federal federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid claims or third party payor claims and payor, and, to the best knowledge of the Company's knowledge, after reasonable investigation, there is no basis for any successful claims or requests for reimbursement from any such agency, instrumentality, entity or third party payor except for any deficiencies, together with all other such deficiencies, deficiencies which would not have or reasonably be immaterial expected to have, individually or in the financial conditionaggregate, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. Since January 1, 1992, neither Neither the Company nor any of its subsidiaries Subsidiaries has been subject to any audit or investigation relating to fraudulent Medicare or Medicaid procedure procedures or practices practices, except for audits which would not have or investigations whichreasonably be expected to have, together with all other such auditsindividually or in the aggregate, would be immaterial to the financial condition, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect.

Medicare and Medicaid. Except To the extent described in the Offering Circular and except as disclosed otherwise described in any state health department surveys for 1995 the Offering Circular, all facilities to be owned, operated or 1996, copies of which have been made available to Purchaser, the Company managed as continuing operations by Holdings and its subsidiaries have complied with all after giving effect to the Distribution (the "Company Facilities") (i) are, and after the Distribution, will be licensed, to the extent necessary, under appropriate state laws to conduct the business as described in the Offering Circular, except as would not result in a Material Adverse Effect; (ii) are, and after the Distribution, will be certified for participation or enrollment in the Medicare and Medicaid lawsprograms; (iii) have, rules and regulations after the Distribution, will have the benefit of a current and valid provider contract with the Medicare and Medicaid programs; and (iv) are, and after the Distribution, will be in substantial compliance with the terms and conditions of participation in such programs and have filed received all returnsapprovals or qualifications necessary for reimbursement, cost reports and other filings except, in any manner prescribed thereby except where the failure to so complyeach case, together with all other such failures, would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole. All returns, cost reports and other filings made by the Company and its subsidiaries since January 1, 1992 to Medicare, Medicaid or any other governmental health or welfare related entity or third party payor are true and complete except where the failure to be so true and completelicensed or certified, together with all other to have such failurescontracts, to be in such compliance or to have such approvals or qualifications, singly or in the aggregate, would be immaterial to not have a Material Adverse Effect. To the knowledge of each of Healthtrust, Triad and Holdings, the amounts established as provisions for Medicare and Medicaid adjustments and adjustments by any other third party payors on the financial condition, operations, properties, business statements of Triad are sufficient in all material respects to pay any amounts for which Holdings or results of operations of the Company and its subsidiaries taken as a whole. Since January 1, 1992, no deficiency in any such returns, cost reports and other filings, including deficiencies for late filings, has been asserted or to the best of the Company's knowledge, after reasonable investigation, threatened by any Federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or third party payor claims and to the best of the Company's knowledge, after reasonable investigation, there is no basis for any successful claims or requests for reimbursement from any such agency, instrumentality, entity or third party payor except for any deficiencies, together with all other such deficiencies, which would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole. Since January 1, 1992, neither the Company nor any of its subsidiaries may be liable for such adjustments. Except as described in the Offering Circular, none of the Business, Triad, Holdings or any of the Designated Subsidiaries has been subject to any audit received notice from the regulatory authorities which enforce the statutory or investigation relating to fraudulent regulatory provisions in respect of the Medicare or Medicaid procedure programs of any pending or practices except audits threatened investigations, surveys (other than routine surveys) or investigations whichdecertification proceedings, together with all other and none of Healthtrust, Triad, Holdings or any of their respective subsidiaries has any reason to believe that any such auditsinvestigations, surveys or proceedings are pending, threatened or imminent, in each case, which notices or threatened investigations, surveys or proceedings singly or in the aggregate would be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as have a wholeMaterial Adverse Effect.

Medicare and Medicaid. Except as disclosed in any state health department surveys for 1995 or 1996, copies of which have been made available to Purchaser, the The Company and its subsidiaries --------------------- Subsidiaries have complied in all material respects with all Medicare and Medicaid laws, rules and regulations and have filed all returns, cost reports and other filings in any the manner prescribed thereby prescribed, except where the failure to do so complywould not have or reasonably be expected to have, together with all other such failuresindividually or in the aggregate, would be immaterial to the financial condition, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. All returns, cost reports and other filings made by the Company and its subsidiaries since January 1, 1992 Subsidiaries to Medicare, Medicaid or any other governmental health or welfare related entity or any other third party payor are in all material respects true and complete complete, except where the failure to be so true and completewould not have or reasonably be expected to have, together with all other such failuresindividually or in the aggregate, would be immaterial to the financial condition, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. Since January 1, 1992, no No deficiency in any such returns, cost reports and other filings, including deficiencies for late filings, has been asserted or or, to the best of the Company's knowledge, after reasonable investigation, threatened by any Federal federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid claims or third party payor claims and payor, and, to the best knowledge of the Company's knowledge, after reasonable investigation, there is no basis for any successful claims or requests for reimbursement from any such agency, instrumentality, entity or third party payor except for any deficiencies, together with all other such deficiencies, deficiencies which would not have or reasonably be immaterial expected to have, individually or in the financial conditionaggregate, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. Since January 1, 1992, neither Neither the Company nor any of its subsidiaries Subsidiaries has been subject to any audit or investigation relating to fraudulent Medicare or Medicaid procedure procedures or practices practices, except for audits which would not have or investigations whichreasonably be expected to have, together with all other such auditsindividually or in the aggregate, would be immaterial to the financial condition, operations, properties, business or results of operations of the a Company and its subsidiaries taken as a wholeMaterial Adverse Effect. ARTICLE IV.