Government Reimbursement Programs. All of the facilities operated by the Company and each of its subsidiaries are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participate, except for such failures to be qualified or to be entitled to reimbursement or to comply which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of the Company, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, or (iii) the right of the Company and each of the Company’s subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually or in the aggregate have a Material Adverse Change. For purposes of this Agreement; “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the militar...
Government Reimbursement Programs. The Company is qualified for participation in and has current and valid provider contracts with the Government Reimbursement Programs and/or their carriers and complies with the conditions of participation therein. The Company is entitled to payment under the Government Reimbursement Programs for services rendered to qualified beneficiaries. Except to the extent the Company's Liabilities and contractual adjustments under the Government Reimbursement Programs have been properly reflected and adequately reserved in the Financial Statements, to the Seller's and Company’s Knowledge, neither the Company nor any Physician has not received or submitted any false or misleading claim for payment and neither the Company nor the Physicians have received written notice of any dispute or claim by any Governmental Body, carrier or other Person regarding the Government Reimbursement Programs or the Company’s or Physicians’ participation therein.
Government Reimbursement Programs. (i) Except as set forth on Schedule 5.11(a)(i) of the Disclosure Schedules, each of the Joint Ventures is (A) qualified for participation in, and has current and valid provider contracts with, the Medicare program and the Medicaid program for the State in which such Joint Venture Operates and/or their fiscal intermediaries or paying agents and is in compliance in all material respects with the terms of such contracts and with the conditions of participation or requirements applicable with respect to such participation and (B) eligible for payment under such programs for services rendered to qualified beneficiaries. Attached as Schedule 5.11(a)(i) is a list of all National Provider Identifiers and all Medicare and Medicaid provider agreements and numbers held by the Joint Ventures, all of which are in full force and effect (collectively, the “Provider Agreements”). Each Provider Agreement to which any Joint Venture is a party is in full force and effect, and, to the Knowledge of the Company, no event or facts exist that would cause any Provider Agreement to be suspended, terminated, rescinded, withdrawn, subjected to an administrative hold or otherwise not remain in effect following the Closing. Other than the Joint Ventures, no Target Entity is or ever has been enrolled in or accepts or ever accepted any payments under any Government Reimbursement Program nor is or ever was a party to any Provider Agreement.
(ii) Except as set forth on Schedule 5.11(a)(ii), the Cost Reports for each of the Target Entity Operations that provides services to beneficiaries of Government Reimbursement Programs were filed when due, and have been audited (with Notices of Program Reimbursement issued), for the Cost Report periods particularly described on Schedule 5.11(a)(ii) of the Disclosure Schedules. All such Cost Reports were complete and accurate in all material respects when filed and were prepared in compliance in all material respects with all the applicable requirements of Government Reimbursement Programs.
(iii) Except as set forth on Schedule 5.11(a)(iii) of the Disclosure Schedules, all amounts shown as due from any of the Target Entity Operations in the Cost Reports either were remitted with such Cost Reports or will be remitted when required by applicable Law and are appropriately reflected in the Financial Statements. All amounts shown in the Notices of Program Reimbursement as due are either the subject of a good faith dispute or appropriately reflected in the Fi...
Government Reimbursement Programs. Medicare/Medicaid/Tricare; Commercial Reimbursement Programs; Corporate Practice of Medicine 86 4.18 Agreements 89 4.19 Use of Proceeds 89 4.20 Labor Matters 89 4.21 Insurance 89 4.22 Security Documents 89 4.23 Anti-Terrorism Law 90 SECTION 5 CONDITIONS PRECEDENT 91 5.1 Conditions to Initial Credit Extension 91 5.2 Conditions to All Credit Extensions 93 SECTION 6 AFFIRMATIVE COVENANTS 94
6.1 Reporting Requirements 94
6.2 Compliance with Laws, Etc. 97 6.3 Payment of Taxes, Etc. 97
Government Reimbursement Programs. All of the facilities operated by the Company and each of its Subsidiaries are qualified for participation in all federal healthcare programs (including the Medicare program, the Medicaid programs and the TRICARE program, together with their respective intermediaries or carriers) in which they participate (the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participate, except for such failures to be qualified or to be entitled to reimbursement or to comply which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of the Company, threatened or
Government Reimbursement Programs. 26 2.32 Licensed Beds and Units............................................. 26 2.33 Disclosure.......................................................... 26
Government Reimbursement Programs. Except as set forth in Section 2.31 of the Disclosure Letter, none of the Company or the Subsidiaries have participated in, and none of them currently participate in, Title XVIII ("Medicare") or Title XIX ("Medicaid") of the Social Security Act and none of them are a "provider" under the federal Medicare, CHAMPUS, TRICARE or any other federal, state or local governmental reimbursement programs, or successor programs to any of the above.
Government Reimbursement Programs. Except as described in the Disclosure Package and the Prospectus, all of the dialysis facilities operated by the Company and each of its
Government Reimbursement Programs. Sellers will prepare, submit and timely file the terminating Cost Report relating to the Hospital Businesses for the cost report period ending on or prior to the Closing Date.
Government Reimbursement Programs. The Hospital is (i) qualified for participation in, and has a current and valid provider agreement with, the applicable Government Reimbursement Program(s) and their fiscal intermediaries or paying agents, and is compliance in all material respects with the conditions of participation or requirements applicable with respect to such participation, and (ii) eligible for payment under the applicable Government Reimbursement Programs for services rendered to qualified beneficiaries. The Debtors’ billing practices with respect to the Facilities to Government Reimbursement Programs, have been in compliance in all material respects with all Applicable Laws. Other than recoupments, claim denials and overpayments occurring in the Ordinary Course of Business and which would not have a Debtors Material Adverse Effect, none of the Debtors has billed or received any payment or reimbursement from any such payors in amounts in excess of amounts allowed by Applicable Law.
