Common use of EFFECTIVE AND BINDING AGREEMENT Clause in Contracts

EFFECTIVE AND BINDING AGREEMENT. Provider and OMIG agree as follows: A. Good and valuable consideration has been exchanged between the parties to this CIA. B. This CIA shall become final and binding on the date the final signature is obtained on the CIA as established in Section II. A. C. This CIA shall be considered to include the Corporate Integrity Agreement and any Appendix, Attachment or Amendment to this CIA which is in writing and executed by the parties to this CIA. They shall collectively constitute the entire and complete agreement between the parties and may not be amended except by prior written consent of the parties to this CIA, or as may be otherwise permitted. D. The terms of any Appendix, Attachment or Amendment to the CIA shall be incorporated by reference as if fully set forth in this CIA. If there is any conflict between a term in the CIA and any Appendix, Attachment or Amendment, the terms of the CIA shall control unless otherwise specifically stated in the terms of the Appendix, Attachment or Amendment. E. This CIA shall be binding on the successors, assigns, and transferees of Provider. F. All requirements and remedies set forth in this CIA are in addition to, and do not effect: 1. Provider’s responsibility to follow all applicable New York State and Federal health care program requirements or 2. the State of New York’s or the federal government’s right to impose appropriate remedies for failure to follow applicable program requirements. G. The undersigned Provider signatories represent and warrant that they are authorized to execute this CIA. The undersigned OMIG signatory represents that he/she is signing this CIA in his/her official capacity and that he/she is authorized to execute this CIA. H. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Facsimiles of signatures shall constitute acceptable, binding signatures for purposes of this CIA.

EFFECTIVE AND BINDING AGREEMENT. Provider Liberty and OMIG OIG agree as follows: A. Good and valuable consideration has been exchanged between the parties to this CIA. B. This CIA shall become final and binding on the date the final signature is obtained on the CIA as established in Section II. A.CIA. C. B. This CIA shall be considered to include constitutes the Corporate Integrity Agreement and any Appendix, Attachment or Amendment to this CIA which is in writing and executed by the parties to this CIA. They shall collectively constitute the entire and complete agreement between the parties and may not be amended except by prior written consent of the parties to this CIA. C. OIG may agree to a suspension of Liberty’s obligations under this CIA based on a certification by Liberty that it is no longer providing health care items or services that will be billed to any Federal health care program and it does not have any ownership or control interest, as defined in 42 U.S.C. §1320a-3, in any entity that bills any Federal health care program. If Liberty is relieved of its CIA obligations, Liberty shall be required to notify OIG in writing at least 30 days in advance if Liberty plans to resume providing health care items or as may services that are billed to any Federal health care program or to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the CIA will be otherwise permittedreactivated or modified. D. The terms of any Appendix, Attachment or Amendment to the CIA shall be incorporated by reference as if fully set forth in this CIA. If there is any conflict between a term in the CIA and any Appendix, Attachment or Amendment, the terms of the CIA shall control unless otherwise specifically stated in the terms of the Appendix, Attachment or Amendment. E. This CIA shall be binding on the successors, assigns, and transferees of Provider. F. All requirements and remedies set forth in this CIA are in addition to, to and do not effect: affect (1. Provider) Liberty’s responsibility to follow all applicable New York State and Federal health care program requirements or or (2. ) the State of New York’s or the federal government’s right to impose appropriate remedies for failure to follow applicable Federal health care program requirements. G. E. The undersigned Provider Liberty signatories represent and warrant that they are authorized to execute this CIA. The undersigned OMIG signatory represents OIG signatories represent that he/she is they are signing this CIA in his/her their official capacity capacities and that he/she is they are authorized to execute this CIA. H. F. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Facsimiles Electronically-transmitted copies of signatures shall constitute acceptable, binding signatures for purposes of this CIA.

EFFECTIVE AND BINDING AGREEMENT. Provider ‌ Sutter and OMIG OIG agree as follows: A. Good and valuable consideration has been exchanged between the parties to this CIA. B. This CIA shall become final and binding on the date the final signature is obtained on the CIA as established in Section II. A.CIA. C. B. This CIA shall be considered to include constitutes the Corporate Integrity Agreement and any Appendix, Attachment or Amendment to this CIA which is in writing and executed by the parties to this CIA. They shall collectively constitute the entire and complete agreement between the parties and may not be amended except by prior written consent of the parties to this CIA. C. OIG may agree to a suspension of ▇▇▇▇▇▇’▇ obligations under this CIA based on a certification by Sutter that it is no longer providing health care items or services that will be billed to any Federal health care program and it does not have any ownership or control interest, as defined in 42 U.S.C. §1320a-3, in any entity that bills any Federal health care program. If Sutter is relieved of its CIA obligations, Sutter shall be required to notify OIG in writing at least 30 days in advance if Sutter plans to resume providing health care items or as may services that are billed to any Federal health care program or to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the CIA will be otherwise permittedreactivated or modified. D. The terms of any Appendix, Attachment or Amendment to the CIA shall be incorporated by reference as if fully set forth in this CIA. If there is any conflict between a term in the CIA and any Appendix, Attachment or Amendment, the terms of the CIA shall control unless otherwise specifically stated in the terms of the Appendix, Attachment or Amendment. E. This CIA shall be binding on the successors, assigns, and transferees of Provider. F. All requirements and remedies set forth in this CIA are in addition to, to and do not effect: affect (1. Provider’s ) ▇▇▇▇▇▇’▇ responsibility to follow all applicable New York State and Federal health care program requirements or or (2. ) the State of New York’s or the federal government’s right to impose appropriate remedies for failure to follow applicable Federal health care program requirements. G. E. The undersigned Provider Sutter signatories represent and warrant that they are authorized to execute this CIA. The undersigned OMIG signatory represents OIG signatories represent that he/she is they are signing this CIA in his/her their official capacity capacities and that he/she is they are authorized to execute this CIA. H. F. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Facsimiles Electronically transmitted copies of signatures shall constitute acceptable, binding signatures for purposes of this CIA.

EFFECTIVE AND BINDING AGREEMENT. Provider ‌ Greenway and OMIG OIG agree as follows: A. Good and valuable consideration has been exchanged between the parties to this CIA. B. This CIA shall become final and binding on the date the final signature is obtained on the CIA as established in Section II. A.CIA. C. B. This CIA shall be considered to include constitutes the Corporate Integrity Agreement and any Appendix, Attachment or Amendment to this CIA which is in writing and executed by the parties to this CIA. They shall collectively constitute the entire and complete agreement between the parties and may not be amended except by prior written consent of the parties to this CIA. C. OIG may agree to a suspension of Greenway’s obligations under this CIA based on a certification by Greenway that it is no longer providing health care items or services that will be billed to any Federal health care program, including payment programs involving the use of health information technology, and that it does not have any ownership or control interest, as defined in 42 U.S.C. § 1320a-3, in any entity that bills any Federal health care program. If Greenway is relieved of its CIA obligations, Greenway will be required to notify OIG in writing at least 30 days in advance if Greenway plans to resume providing health care items or services that are billed to any Federal health care program, including payment programs involving the use of health information technology, or as may to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the CIA will be otherwise permittedreactivated or modified. D. The terms of any Appendix, Attachment or Amendment to the CIA shall be incorporated by reference as if fully set forth in this CIA. If there is any conflict between a term in the CIA and any Appendix, Attachment or Amendment, the terms of the CIA shall control unless otherwise specifically stated in the terms of the Appendix, Attachment or Amendment. E. This CIA shall be binding on the successors, assigns, and transferees of Provider. F. All requirements and remedies set forth in this CIA are in addition to, to and do not effect: affect (1. Provider) Greenway’s responsibility to follow all applicable New York State and Federal health care program requirements, including the requirements or of the payment programs involving the use of health information technology and the regulations and other guidance related to these programs, and ONC Health IT Certification Program requirements or (2. ) the State of New York’s or the federal government’s right to impose appropriate remedies for failure to follow applicable Federal health care program requirements., including the requirements of the payment programs involving the use of health information technology and the regulations and other guidance related to these programs, and ONC Health IT Certification Program requirements.‌ G. E. The undersigned Provider Greenway signatories represent and warrant that they are authorized to execute this CIA. The undersigned OMIG signatory represents OIG signatories represent that he/she is they are signing this CIA in his/her their official capacity capacities and that he/she is they are authorized to execute this CIA. H. F. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Facsimiles of signatures shall constitute acceptable, binding signatures for purposes of this CIA. ON BEHALF OF GREENWAY HEALTH, LLC‌ /▇▇▇▇▇▇▇ ▇▇▇▇▇/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer Greenway Health, LLC DATE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Counsel for Greenway Health, LLC DATE ON BEHALF OF THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES‌ ▇▇▇▇ ▇. RE DATE Assistant Inspector General for Legal Affairs Office of Inspector General U. S. Department of Health and Human Services ▇▇▇▇ ▇. ▇’▇▇▇▇▇ DATE Senior Counsel Office of Inspector General U. S. Department of Health and Human Services APPENDIX A INDEPENDENT REVIEW ORGANIZATION‌‌ This Appendix contains the requirements relating to the Independent Review Organization (IRO) required by Section III.F of the CIA. A. IRO Engagement‌ 1. Greenway shall engage an IRO to perform the Software Review that possesses the qualifications set forth in Paragraph B, below, to perform the responsibilities in Paragraph C, below. The IRO shall conduct the Software Review in a professionally independent and objective fashion, as set forth in Paragraph E.‌ 2. Greenway shall engage an IRO to perform the Arrangements Review that possesses the qualifications set forth in Paragraph B, below, to perform the responsibilities in Paragraph C, below. The IRO shall not have a prohibited relationship to Greenway as set forth in Paragraph F.‌ 3. Within 30 days after OIG receives the information identified in Section‌ V.A.12 of the CIA or any additional information submitted by Greenway in response to a request by OIG, whichever is later, OIG will notify Greenway if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, Greenway may continue to engage the IRO. 4. If Greenway engages a new IRO during the term of the CIA, that IRO must also meet the requirements of this Appendix. If a new IRO is engaged, Greenway shall submit the information identified in Section V.A.12 of the CIA to OIG within 30 days of engagement of the IRO. Within 30 days after OIG receives this information or any additional information submitted by Greenway at the request of OIG, whichever is later, OIG will notify Greenway if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, Greenway may continue to engage the IRO.