Common use of Medicare and Medicaid Clause in Contracts

Medicare and Medicaid. Except as otherwise described in the General Disclosure Package or as would not reasonably be expected to have a Material Adverse Effect, all facilities owned, operated or managed as continuing operations by the Company (i) are licensed, to the extent necessary, under appropriate state laws to conduct their business as described in the General Disclosure Package; (ii) are certified for participation or enrollment in the Medicare and Medicaid programs; (iii) have the benefit of a current and valid provider contract with the Medicare and Medicaid programs and (iv) are in substantial compliance with the terms and conditions of participation in such programs and have received all approvals or qualifications necessary for reimbursement. To the knowledge of the Company, the amounts established as provisions for Medicare and Medicaid adjustments and adjustments by any other third-party payors on the consolidated financial statements of Holdings are sufficient in all material respects to pay any amounts for which Holdings or its subsidiaries may be liable for such adjustments. Except as described in the General Disclosure Package, the Company has not received notice from the regulatory authorities which enforce the statutory or regulatory provisions in respect of the Medicare or Medicaid programs of any pending or threatened investigations, surveys (other than routine surveys) or decertification proceedings, and to the Company’s knowledge, no such investigation, survey or proceeding is threatened or imminent, in each case, except such notices or threatened investigations, surveys or proceedings which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Medicare and Medicaid. Except as otherwise described in the General Disclosure Package or as would not reasonably be expected to have a Material Adverse Effect, all facilities owned, operated or managed as continuing operations by the Company (i) are licensed, to the extent necessary, under appropriate state laws to conduct their business as described in the General Disclosure Package; (ii) are certified for participation or enrollment in the Medicare and Medicaid programs; (iii) have the benefit of a current and valid provider contract with the Medicare and Medicaid programs and (ivii) are in substantial compliance with the terms and conditions of participation in such programs and have received all approvals or qualifications necessary for reimbursement. To the knowledge of the Company, the amounts established as provisions for Medicare and Medicaid adjustments and adjustments by any other third-party payors on the consolidated financial statements of Holdings are sufficient in all material respects to pay any amounts for which Holdings or its subsidiaries may be liable for such adjustments. Except as described in the General Disclosure Package, the Company has not received notice from the regulatory authorities which enforce the statutory or regulatory provisions in respect of the Medicare or Medicaid programs of any pending or threatened investigations, surveys (other than routine surveys) or decertification proceedings, and to the Company’s knowledge, no such investigation, survey or proceeding is threatened or imminent, in each case, except such notices or threatened investigations, surveys or proceedings which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.