AND SAFETY (COLLECTIVELY "ENVIRONMENTAL LAWS"), OR (II) ANY SELLER
PARTY OR ANY TENANT OR OTHER OCCUPANT OF THE PROPERTY HAS VIOLATED OR HAS
LIABILITY UNDER ANY ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY, OR
(III) ANY INVESTIGATION, CLEANUP OR OTHER WORK IS REQUIRED AT THE PROPERTY
PURSUANT TO ANY ENVIRONMENTAL LAW.
NEITHER THE PROPERTY NOR ANY FACILITY NOR
THE USE, OCCUPANCY OR CONDITION THEREOF VIOLATES, IN ANY MATERIAL WAY, ANY
APPLICABLE ENVIRONMENTAL LAW.
NO HAZARDOUS OR TOXIC SUBSTANCES, MATERIALS,
WASTE OR CHEMICALS (INCLUDING WITHOUT LIMITATION OIL, GASOLINE AND DIESEL FUEL)
("HAZARDOUS MATERIALS") ARE LOCATED AT OR HAVE BEEN USED ON THE PROPERTY EXCEPT
IN COMPLIANCE WITH ENVIRONMENTAL LAW.
NO MATERIAL QUANTITY OF HAZARDOUS
MATERIAL HAS BEEN DISCHARGED, DISPERSED, RELEASED, DISPOSED OF OR ALLOWED TO
ESCAPE ON, UNDER OR AT THE PROPERTY.
NO UNDERGROUND STORAGE TANKS, FRIABLE
ASBESTOS OR POLYCHLORINATED BIPHENYLS ARE LOCATED AT THE PROPERTY, AND THE
PROPERTY DOES NOT CONTAIN MOLD IN AMOUNT OR CONDITION THAT WOULD REASONABLY BE
EXPECTED TO RESULT IN MATERIAL COST OR EXPENSE FOR REMOVAL OR REMEDIATION OR
OTHERWISE RESULT IN MATERIAL LIABILITY.
SELLER HAS PROVIDED PURCHASER WITH
TRUE, CORRECT AND COMPLETE COPIES OF ALL ENVIRONMENTAL REPORTS AND ASSESSMENTS
IN ITS POSSESSION OR CONTROL RELATING TO THE PROPERTY.
13
(K)
MEDICARE AND MEDICAID.
NO GOVERNMENTAL AUTHORITY HAS IMPOSED OR
THREATENED ANY SANCTION, INCLUDING BUT NOT LIMITED TO, LOSS OF OR LIMITATION ON
LICENSE, TERMINATION FROM THE MEDICARE OR MEDICAID PROGRAMS, DENIAL OF PAYMENT
FOR NEW ADMISSIONS, DIRECTED PLANS OF CORRECTION, OR CIVIL MONEY PENALTIES THAT
APPLY TO OR MAY AFFECT THE OPERATION OF ANY FACILITY.
NO SELLER PARTY HAS
RECEIVED ANY NOTICE OF DEFICIENCY FROM ANY GOVERNMENTAL AUTHORITY WITH RESPECT
TO ANY FACILITY.
ALL COST REPORTS WHICH HAVE BEEN PREPARED AND FILED BY OR ON
BEHALF OF ANY SELLER PARTY WITH RESPECT TO ANY FACILITY WERE PREPARED AND FILED
IN ACCORDANCE WITH APPLICABLE MEDICARE AND MEDICAID COST REPORTING REQUIREMENTS.
(L)
EMPLOYEES.
THE SCHEDULE OF FACILITY EMPLOYEES TO BE DELIVERED
PURSUANT TO SECTION 12 BELOW IS AND WILL BE TRUE, ACCURATE AND COMPLETE IN ALL
MATERIAL RESPECTS.
ALL OF THE FACILITY EMPLOYEES ARE EMPLOYEES OF THE SELLER.
NO FACILITY EMPLOYEES ARE REPRESENTED BY ANY LABOR ORGANIZATION, AND NO LABOR
ORGANIZATION OR GROUP OF FACILITY EMPLOYEES HAS MADE A PENDING DEMAND FOR
RECOGNITION OR HAS FILED A PETITION SEEKING A REPRESENTATION PROCEEDING WITH THE
NATIONAL LABOR RELATIONS BOARD WITHIN THE LAST TWO (2) YEARS.
(M)
NO LITIGATION.
EXCEPT FOR THE SELLER'S CHAPTER 11 CASE, NO SELLER
PARTY HAS RECEIVED WRITTEN NOTICE OF, AND SELLER HAS NO KNOWLEDGE OF, ANY LEGAL
ACTIONS, SUITS, OR OTHER LEGAL OR ADMINISTRATIVE PROCEEDINGS, PENDING OR
THREATENED AGAINST ANY SELLER PARTY OR ANY FACILITY WHICH WILL MATERIALLY
ADVERSELY AFFECT THE ABILITY OF ANY SUCH PARTY TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT OR ANY OTHER AGREEMENT WITH PURCHASER TO ACQUIRE PORTIONS OF OR
INTERESTS IN THE PROPERTY OR THE CURRENT OPERATIONS AT ANY FACILITY.
14
(N)
NOT A FOREIGN PERSON.
SELLER IS NOT, AND TO SELLER'S KNOWLEDGE,
NO OTHER SELLER PARTY