Common use of Regulatory Filings and Reports; Accreditation Clause in Contracts

Regulatory Filings and Reports; Accreditation. (a) Except as set forth on Schedule 3.10(a), the Company has filed all reports, statements, registrations or filings required to be filed by it with any Governmental Authority (the “Regulatory Filings”). Seller has made available to the Purchaser complete and correct copies of all such Regulatory Filings. Seller has also made available to Purchaser complete and correct copies of all audits and examinations performed with respect to the Company by any Governmental Authority since August 31, 2001 (the “Audit Reports”), along with the responses thereto of the Company. Other than as set forth in the Audit Reports: (i) no deficiencies have been asserted against the Company or any of its Subsidiaries by any such Governmental Authority with respect to the Regulatory Filings; (ii) the Regulatory Filings were correct and complete in all material respects and in compliance in all material respects with applicable Laws when filed; (iii) since August 31, 2001, no fine or penalty in excess of $25,000 has been imposed on the Company by any Governmental Authority; (iv) no deposits have been made by the Company with, or at the direction of, any Governmental Authority that were not shown, in the Financial Statements described in Section 3.6; and (v) no similar audits or examinations are currently being performed or, to the Knowledge of Seller, are scheduled to be performed. The Company has completed, or is currently in the process of completing, all plans of correction or other filed responses to any such Government Authority, including plans of correction or responses to all Audit Reports, and has not received written notice from any Governmental Authority of any violation or non-compliance therewith that are pending. The Company maintains the minimum levels of Statutory Surplus, as required by Section 641.225 of the Florida Statutes, as modified by Orders of the OIR and AHCA, and otherwise has the minimum levels of surplus and capital, and has established statutory reserves, in each circumstance sufficient to satisfy all other Laws and Orders applicable to the Company and its Business. The Company is in compliance with any other reserve or deposit requirements applicable to its Business imposed by the OIR, AHCA CMS and any other Governmental Authority having jurisdiction over the Company’s Business and it’s operations. (b) Since January 1, 2005, the Company has not been denied or failed to obtain any accreditation by any HMO or insurance accreditation agency from which the Company sought accreditation.

Regulatory Filings and Reports; Accreditation. (a) Except as set forth on Schedule 3.10(a)Section 3.15 of the Company Disclosure Schedule, the Company (which as used in this Section 3.15 includes any Subsidiary) has filed all health care regulatory related reports, statements, registrations or filings required to be filed by it with any Governmental Authority (the “Regulatory Filings”)) which are material to the business of the Company. Seller The Company has also made available to the Purchaser Parent complete and correct copies of all such Regulatory Filings. Seller has also made available to Purchaser complete material audits and correct copies of all examinations, including, but not limited to, licensure surveys (other than audits and examinations that did not have any materially adverse findings against the Company) performed with respect to the Company by any health care regulatory related Governmental Authority since August 31July 1, 2001 2008 (the “Audit Reports”), along with the responses thereto of the Company. Other than as set forth in the Audit ReportsReports and except as would not result in a Material Adverse Effect: (i) no deficiencies have been asserted against the Company or any of its Subsidiaries by any such Governmental Authority with respect to the Regulatory Filings; (ii) the Regulatory Filings were correct and complete in all material respects and in compliance in all material respects with applicable Laws Applicable Law, Regulations and Orders when filed; (iii) since August 31July 1, 20012008, no fine or penalty in excess of $25,000 has been imposed on the Company by any Governmental AuthorityAuthority in connection with the Company’s Regulatory Filings; and (iv) no deposits have been made by the Company with, or at the direction of, any Governmental Authority that were not shown, in the Financial Statements described in Section 3.6; and (v) no similar audits or examinations are currently being performed or, to the Knowledge of Sellerthe Company, are scheduled to be performed. The Company has completed, or is currently in the process of completing, all plans of correction or other filed responses to any such Government Governmental Authority, including plans of correction or responses to all Audit Reports, and has not received written notice from any Governmental Authority of any material violation or non-compliance therewith that are pending. The Company maintains the minimum levels of Statutory Surplus, as required by Section 641.225 of the Florida Statutes, as modified by Orders of the OIR and AHCA, and otherwise has the minimum levels of surplus and capital, and has established statutory reserves, in each circumstance sufficient to satisfy all other Laws and Orders applicable to the Company and its Business. The Company is in compliance with any other reserve or deposit requirements applicable to its Business imposed by the OIR, AHCA CMS and any other Governmental Authority having jurisdiction over the Company’s Business and it’s operations. (b) Since January July 1, 20052008, the Company has not been denied or failed to obtain any accreditation by any HMO or insurance accreditation agency from which the Company sought accreditationaccreditation where such failure or denial has had or would reasonably be expected to have a Material Adverse Effect on the Company.

Regulatory Filings and Reports; Accreditation. (a) Except as set forth on Schedule 3.10(a)Section 3.15 of the Company Disclosure Schedule, the Company (which as used in this Section 3.15 includes any Subsidiary) has filed all health care regulatory related reports, statements, registrations or filings required to be filed by it with any Governmental Authority (the “Regulatory Filings”)) which are material to the business of the Company. Seller The Company has also made available to the Purchaser Parent complete and correct copies of all such Regulatory Filings. Seller has also made available to Purchaser complete material audits and correct copies of all examinations, including licensure surveys (other than audits and examinations that did not have any materially adverse findings against the Company) performed with respect to the Company by any health care regulatory related Governmental Authority since August 31January 1, 2001 2010 (the “Audit Reports”), along with the responses thereto of the Company. Other than as set forth in the Audit ReportsReports or in Section 3.15 of the Company Disclosure Schedule and except as would not result in a Material Adverse Effect: (i) no deficiencies have been asserted against the Company or any of its Subsidiaries by any such Governmental Authority with respect to the Regulatory Filings; (ii) the Regulatory Filings were correct and complete in all material respects and in compliance in all material respects with applicable Laws Applicable Law when filed; (iii) since August 31January 1, 20012010, no fine or penalty in excess of $25,000 has been imposed on the Company by any Governmental AuthorityAuthority in connection with the Company’s Regulatory Filings; and (iv) no deposits have been made by the Company with, or at the direction of, any Governmental Authority that were not shown, in the Financial Statements described in Section 3.6; and (v) no similar audits or examinations are currently being performed or, to the Knowledge of Sellerthe Company, are scheduled to be performed. The Company has completed, or is currently in the process of completing, all plans of correction or other filed responses to any such Government Governmental Authority, including plans of correction or responses to all Audit Reports, and has not received written notice from any Governmental Authority of any material violation or non-compliance therewith that are pending. The Company maintains the minimum levels of Statutory Surplus, as required by Section 641.225 of the Florida Statutes, as modified by Orders of the OIR and AHCA, and otherwise has the minimum levels of surplus and capital, and has established statutory reserves, in each circumstance sufficient to satisfy all other Laws and Orders applicable to the Company and its Business. The Company is in compliance with any other reserve or deposit requirements applicable to its Business imposed by the OIR, AHCA CMS and any other Governmental Authority having jurisdiction over the Company’s Business and it’s operations. (b) Since January 1, 20052010, the Company has not been denied or failed to obtain any accreditation by any HMO or insurance accreditation agency from which the Company sought accreditationaccreditation where such denial or failure has had or would reasonably be expected to have a Material Adverse Effect on the Company.