Common use of Certificates of Need Clause in Contracts

Certificates of Need. Except as set forth on Schedule 3.24 hereto, no application for any Certificate of Need, Exemption Certificate (each as defined below) or declaratory ruling has been made by any Acquired Entity with any Governmental Authority that is currently pending or open before such Governmental Authority, and no such application (collectively, the “Applications”) filed by any Acquired Entity within the past three (3) years has been ultimately denied by any Governmental Authority or withdrawn by any Acquired Entity. Except as set forth on Schedule 3.24 hereto, (i) no Acquired Entity has had any Applications pending or any approved Applications that relate to projects not yet completed and (ii) neither Seller nor any Acquired Entity has prepared, filed or presented opposition to any Applications filed by any other Person during the past three (3) years. Each Acquired Entity has properly filed all required Applications which are complete and correct in all material respects with respect to any and all material improvements, projects, changes in services, zoning requirements, construction and equipment purchases, and other changes for which approval is required under any applicable federal or state Law. As used herein “Certificate of Need” means a written statement issued by a Governmental Authority evidencing community need for a new, converted, expanded or otherwise significantly modified health care facility, health service or hospice, and “Exemption Certificate” means a written statement from a Governmental Authority stating that a health care project is not subject to the Certificate of Need requirements under applicable state Law.