Healthcare Regulatory Matters. (a) CareOregon and each CareOregon Company is duly licensed and has all necessary Approvals to perform all of the services provided by CareOregon and such CareOregon Company. (b) All Medicare and Medicaid agreements, Permits, Approvals, certifications, regulatory agreements, or other agreements, certificates of operation, completion and occupancy, and other licenses required by Regulatory Authorities for the operation of the CareOregon Business have been obtained and are in full force and effect, including, as applicable, the CCO Contract and approved provider status in any approved Third Party Payor Program in which CareOregon or any CareOregon Company participates (collectively, the “CareOregon Health Care Licenses”). CareOregon and the CareOregon Companies own and/or possess, and hold free from restrictions or conflicts with the rights of others, all such CareOregon Health Care Licenses. (c) Except as set forth in Section 6.9(c) of the Disclosure Schedules, (i) CareOregon and the CareOregon Companies are, and have been during the last six (6) years, in compliance in all material respects (including its form and rate filing, reserving, marketing, investment, financial, claims, taxation, underwriting, premium collection and refunding, cost and claims reporting, and other practices, as applicable) with all Laws, including without limitation the Insurance Laws, and with all applicable provisions of the requirements of any Regulatory Authority having jurisdiction over the CareOregon Business, (ii) none of CareOregon or any of the CareOregon Companies is, nor has any such entity been in the past six (6) years, in material violation of any of the provisions of applicable Law with respect to health care service contractors or coordinated care organizations, and (iii) none of CareOregon or any of the CareOregon Companies, nor any Person acting on behalf of any such entity, has violated or has incurred any Liability under (A) any federal or state fraud and abuse Laws, including the Xxxxx Law (42 U.S.C. §1395nn), the civil False Claims Act (31 U.S.C. §3729 et seq.), Sections 1320a-7a and 1320a-7b of Title 42 of the United States Code, (B) Medicare (Title XVIII of the Social Security Act),
Appears in 2 contracts
Samples: Affiliation Agreement, Affiliation Agreement
Healthcare Regulatory Matters. (a) CareOregon and each CareOregon Company is duly licensed and has all necessary Approvals to perform all of the services provided by CareOregon and such CareOregon Company.
(b) All Medicare and Medicaid agreements, Permits, Approvals, certifications, regulatory agreements, or other agreements, certificates of operation, completion and occupancy, and other licenses required by Regulatory Authorities for the operation of the CareOregon Business have been obtained and are in full force and effect, including, as applicable, the CCO Contract and approved provider status in any approved Third Party Payor Program in which CareOregon or any CareOregon Company participates (collectively, the “CareOregon Health Care Licenses”). CareOregon and the CareOregon Companies own and/or possess, and hold free from restrictions or conflicts with the rights of others, all such CareOregon Health Care Licenses.
(c) Except as set forth in Section 6.9(c) of the Disclosure Schedules,
(i) CareOregon and the CareOregon Companies are, and have been during the last six (6) years, in compliance in all material respects (including its form and rate filing, reserving, marketing, investment, financial, claims, taxation, underwriting, premium collection and refunding, cost and claims reporting, and other practices, as applicable) with all Laws, including without limitation the Insurance Laws, and with all applicable provisions of the requirements of any Regulatory Authority having jurisdiction over the CareOregon Business, (ii) none of CareOregon or any of the CareOregon Companies is, nor has any such entity been in During the past six (6) years, all individuals who have provided professional services on behalf of the Company who were required to hold any material Permits required under any Health Care Laws (each, a “Health Care License”) to provide such services (collectively, “Licensed Professionals”) possessed such Health Care Licenses at the time they provided such services for the Company.
(b) None of the Licensed Professionals are in material breach or violation of any Health Care License. There is no pending or, to the Knowledge of the provisions of applicable Law Company, threatened actions, suits, proceedings, complaints, charges, hearings, mediations, or arbitrations with respect to any Health Care License of the Company. The Company has not received any notice from any Governmental Authority to, or threatening to, revoke, cancel, rescind, suspend, restrict, modify or refuse to renew any Health Care License of the Company or any Health Care Professional.
(c) For the past six (6) years, the Company has performed routine background checks on all of its employees prior to hiring. During the past six (6) years, the Company has not hired as an employee any health care service contractors provider against whom there is or coordinated care organizationswas at any time any criminal complaint, and (iii) none of CareOregon indictment or criminal proceedings or any investigation or proceedings, whether administrative, civil or criminal, relating to an allegation of the CareOregon Companiesfiling false health care claims, violating anti-kickback or fee-splitting laws, or engaging in other billing improprieties.
(d) The Company is not, nor has it been at any Person acting on behalf time during the past six (6) years, a “covered entity” or a “business associate” of any such “covered entity” or any “business associate” within the meaning of HIPAA. The Company does not and has not billed Medicare, has violated Medicaid, Tricare or has incurred any Liability under (A) any other similar federal or state fraud and abuse Laws, including health care payment program.
(e) For the Xxxxx Law past six (42 U.S.C. §1395nn)6) years, the civil False Claims Act (31 U.S.C. §3729 et seq.), Sections 1320a-7a and 1320a-7b of Title 42 of Company has checked the United States CodeHHS Inspector General list for all new employees and rechecks such list annually. During the past six (6) years, (B) Medicare (Title XVIII of the Social Security Act),Company has not hired or retained, as an employee or otherwise, any healthcare provider who appeared on such list.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kingsway Financial Services Inc)
Healthcare Regulatory Matters. (a) CareOregon and each CareOregon Company is duly licensed and has all necessary Approvals to perform all of the services provided by CareOregon and such CareOregon Company.
(b) All Medicare and Medicaid agreements, Permits, Approvals, certifications, regulatory agreements, or other agreements, certificates of operation, completion and occupancy, and other licenses required by Regulatory Authorities for the operation of the CareOregon Business have been obtained and are in full force and effect, including, as applicable, the CCO Contract and approved provider status in any approved Third Party Payor Program in which CareOregon or any CareOregon Company participates (collectively, the “CareOregon Health Care Licenses”). CareOregon and the CareOregon Companies own and/or possess, and hold free from restrictions or conflicts with the rights of others, all such CareOregon Health Care Licenses.
(c) Except as set forth in Section 6.9(c) of the Disclosure Schedules,
(i) CareOregon and the CareOregon Companies are, and have been during the last six (6) years, in compliance in all material respects (including its form and rate filing, reserving, marketing, investment, financial, claims, taxation, underwriting, premium collection and refunding, cost and claims reporting, and other practices, as applicable) with all Laws, including without limitation the Insurance Laws, and with all applicable provisions of the requirements of any Regulatory Authority having jurisdiction over the CareOregon Business, (ii) none of CareOregon or any of the CareOregon Companies is, nor has any such entity been in the past six (6) years, in material violation of any of the provisions of applicable Law with respect to health care service contractors or coordinated care organizations, and (iii) none of CareOregon or any of the CareOregon Companies, nor any Person acting on behalf of any such entity, has violated or has incurred any Liability under (A) any federal or state fraud and abuse Laws, including the Xxxxx Law (42 U.S.C. §1395nn), the civil False Claims Act (31 U.S.C. X.X.X. §3729 0000 et seq.), Sections 1320a-7a and 1320a-7b of Title 42 of the United States Code, (B) Medicare (Title XVIII of the Social Security Act),
Appears in 1 contract
Samples: Affiliation Agreement
Healthcare Regulatory Matters. (a) CareOregon SCAN Group and each CareOregon SCAN Company is duly licensed and has all necessary Approvals to perform all of the services provided by CareOregon SCAN Group and such CareOregon SCAN Company.
(b) All Medicare and Medicaid agreements, Permits, Approvals, certifications, regulatory agreements, or other agreements, certificates of operation, completion and occupancy, and other licenses required by Regulatory Authorities for the operation of the CareOregon SCAN Business have been obtained and are in full force and effect, including, as applicable, the CCO Contract and approved provider status in any approved Third Party Payor Program in which CareOregon SCAN Group or any CareOregon SCAN Company participates (collectively, the “CareOregon SCAN Health Care Licenses”). CareOregon SCAN Group and the CareOregon SCAN Companies own and/or possess, and hold free from restrictions or conflicts with the rights of others, all such CareOregon SCAN Health Care Licenses.
(c) Except as set forth in Section 6.9(c5.9(c) of the Disclosure Schedules,
, (i) CareOregon SCAN Group and the CareOregon SCAN Companies are, and have been during the last six (6) years, in compliance in all material respects (including its form and rate filing, reserving, marketing, investment, financial, claims, taxation, underwriting, premium collection and refunding, cost and claims reporting, and other practices, as applicable) with all Laws, including without limitation the Insurance Laws, and with all applicable provisions of the requirements of any Regulatory Authority having jurisdiction over the CareOregon SCAN Business, (ii) none of CareOregon SCAN Group or any of the CareOregon SCAN Companies is, nor has any such entity been in the past six (6) years, in material violation of any of the provisions of applicable Law with respect to health care service contractors or coordinated care organizations, and (iii) none of CareOregon SCAN Group or any of the CareOregon SCAN Companies, nor any Person acting on behalf of any such entity, has materially violated or has incurred any material Liability under (A) any federal or state fraud and abuse Laws, including the Xxxxx Law (42 U.S.C. §1395nn), the civil False Claims Act (31 U.S.C. X.X.X. §3729 0000 et seq.), Sections 1320a-7a and 1320a-7b of Title 42 of the United States Code, (B) Medicare (Title XVIII of the Social Security Act),, (C) Medicaid (Title XIX of the Social Security Act), (D) any applicable licensure Laws or regulations, or (E) any other applicable Health Care Law or Insurance Law.
(d) Where applicable, SCAN Group and the SCAN Companies (i) are in compliance in all material respects with the requirements for participation in the Medicare and Medicaid programs, including the Medicaid and Medicare Patient and Program Protection Act of 1987, and (ii) have current provider agreements under Title XVIII and XIX of the Social Security Act, which are in full force and effect. Such SCAN Companies have not had any deficiencies on their most recent survey or audit that could result in a termination from the Medicare or Medicaid programs.
(e) Except as set forth in Section 5.9(e) of the Disclosure Schedules, neither SCAN Group nor any SCAN Company is a target of, participant in or subject to any Action or sanction by any Regulatory Authority or any other administrative or investigative body or entity or any other third party or any patient, resident, enrollee or member (including whistleblower suits, or suits brought pursuant to federal or state false claims acts or Medicaid/Medicare/State fraud/abuse laws) which is reasonably likely to result, directly or indirectly or with the passage of time, in the imposition of a fine, penalty, alternative, interim or final sanction, a lower rate certification, recoupment, or recovery, or suspension or discontinuance of all or part of reimbursement or capitation payment from any Regulatory Authority or Third Party Payor Program, a lower reimbursement or capitation payment rate for services rendered to eligible patients, or any other civil or criminal remedy, or which is reasonably expected to have a Material Adverse Effect on the SCAN Business or which is reasonably likely to result in the appointment of a receiver or manager, or in the modification, limitation, annulment, revocation, transfer, surrender, suspension, termination, non-renewal or other impairment of an SCAN Health Care License or affect SCAN Group’s or any SCAN Company’s participation in any Third Party Payor Program, as applicable, or any successor program thereto, at current rate certification, nor has any such action, proceeding, suit, investigation proceeding or audit been threatened.
(f) For the past six (6) years, SCAN Group and each SCAN Company has timely filed (taking into account permitted extensions timely obtained, if any) all material regulatory reports, schedules, statements, documents, filings, submissions, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that was required to be filed with any Regulatory Authority (“Regulatory Filings”). All such Regulatory Filings are accurate and complete in all material respects. For the past six (6) years, SCAN Group and each SCAN Company has timely paid (taking into account permitted extensions timely obtained, if any) all fees and assessments due and payable in connection therewith.
(g) SCAN Group and the SCAN Companies have not, other than in the ordinary course of business, changed the terms of their normal billing payment or reimbursement policies and related procedures, including the amount and timing of finance charges, fees and write-offs.
(h) Except as set forth in Section 5.9(h) of the Disclosure Schedules, no employee of SCAN Group or any SCAN Company has been terminated at any time during the last six (6) years for cause based on a violation or alleged violation of Health Care Laws, or because such person committed a felony against any client or patient, and no employee of SCAN Group or any SCAN Company that has been terminated at any time during the last six (6) years has made any written allegation against any SCAN Group or any SCAN Company in relation to Health Care Laws.
(i) None of SCAN Group, any SCAN Company or any officer, director or current employee of SCAN Group or any SCAN Company has ever been debarred, suspended or otherwise excluded from participating in any state or federally funded health care program. Neither SCAN Group nor any SCAN Company has, and, to the Knowledge of SCAN Group, none of its employees has, engaged in any conduct which could result in debarment or disqualification by any Regulatory Authority, and there are no proceedings pending or, to the Knowledge of SCAN Group, threatened that could reasonably be expected to result in criminal liability, debarment or disqualification by any Regulatory Authority. SCAN Group and each SCAN Company, as applicable, is in good standing with, and not excluded or suspended from participation in, or limited in its right to participate in any Third Party Payor Program.
(j) SCAN Group and each SCAN Company that submits bills, claims, claims reports or cost reports to any Third Party Payor Program maintains a corporate compliance program that accords in all material respects with reasonable industry standards, including a billing compliance program, training, evaluation, auditing and discipline for infractions.
(k) Except as set forth in Section 5.9(k) of the Disclosure Schedules, during the last six (6) years, none of SCAN Group or any of the SCAN Companies has been required to pay any civil monetary penalty under applicable Law regarding false, fraudulent or impermissible claims or reports under, or payments to induce a reduction or limitation of health care services to beneficiaries of, any state health care program or Federal Health Care Program. To the Knowledge of SCAN Group, none of SCAN Group or any of the SCAN Companies is currently the subject of any investigation, audit or proceeding that may result in such payment. Except as set forth in Section 5.9(k) of the Disclosure Schedules, neither SCAN Group nor any SCAN Company is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders or similar agreements with or imposed by any Governmental Entity under any Law, nor is subject to any investigation or proceeding that may result in any corporate integrity agreement or similar agreement.
(l) Except as set forth in Section 5.9(l) of the Disclosure Schedules, there are no material recoupments, adjustments or recovery proceedings being sought, requested, claimed or threatened under any Third Party Payor Program against SCAN Group or any SCAN Company. Except as set forth in Section 5.9(l) of the Disclosure Schedules, for the past six (6) years, none of SCAN Group, any SCAN Company or any officers or directors of SCAN Group or any SCAN Company has received, or has been the subject of, any audit, inquiry, or investigation that requires, or could reasonably be expected to require, the payment of money by SCAN Group or any SCAN Company to any Regulatory Authority, or requires or prohibits any activity by SCAN Group or any SCAN Company, other than routine reconciliations of eligibility, enrollments and disenrollments and any associated recoupments (e.g., audits of incarcerated or deceased Enrollees) (“Routine Reconciliations”). Any and all Routine Reconciliations of which SCAN Group has Knowledge and for which SCAN Group or any SCAN Company has not made repayment in full of the resulting Liability to the applicable Regulatory Authority are set forth in Section 5.9(l) of the Disclosure Schedules. There are no Actions, payment reviews, or other proceedings of which SCAN Group or any SCAN Company has received written notice, or, to the Knowledge of SCAN Group, appeals pending or threatened, before any Regulatory Authority with respect to any payments received by SCAN Group or any SCAN Company, which could have a Material Adverse Effect, either individually or in the aggregate, on the SCAN Business.
(m) To the Knowledge of SCAN Group, SCAN Group’s and each SCAN Company’s marketing staff has not violated any Laws applicable to the marketing or enrollment of SCAN Group’s or any SCAN Company’s health plans in any material respect. The compensation payable by SCAN Group or any SCAN Company to its marketing staff complies in all material respects with applicable Laws.
(n) SCAN Group and the SCAN Companies have implemented a corporate compliance program which meets all applicable legal requirements in all material respects and maintain staff to oversee the functioning of the corporate compliance program. As part of its corporate compliance program, SCAN Group and the SCAN Companies have implemented administrative processes, policies and procedures that are reasonably designed to ensure that SCAN Group and the SCAN Companies remain in compliance with all applicable Laws in all material respects. SCAN Group and the SCAN Companies have in place a process to regularly check all applicable federal or state health care program exclusion and debarment lists to determine whether SCAN Group, any SCAN Company, any of their respective officers, directors, managers, employees, providers of services or any contracted vendor or agent that provides health care- related services to SCAN Group or any SCAN Company is excluded, debarred, suspended, or otherwise ineligible to participate in any Third Party Payor Program or in federal procurement or non-procurement programs.
Appears in 1 contract
Samples: Affiliation Agreement
Healthcare Regulatory Matters. (a) CareOregon Except as set forth in the Licensing Surveys, for which true, complete and each CareOregon Company is duly licensed and has all necessary Approvals to perform all of the services accurate reports have been provided by CareOregon Seller to Buyer, each Target Company is, and such CareOregon Companyfor the past three (3) years has been, in material compliance with, all applicable Healthcare Laws and, to the Knowledge of Seller, no Target Company or any of its respective officers, directors, employees, contractors or agents, have engaged in any activities which are cause for civil penalties or mandatory or permissive exclusion from any Government Program.
(b) All Medicare Except as set forth in the Licensing Surveys, for which true, complete and Medicaid agreementsaccurate reports have been provided by Seller to Buyer, Permitsin the past three (3) years, Approvalsno Target Company has received any written notice, certificationscorrespondence or other communication, regulatory agreementsincluding notification of any pending or threatened Proceeding from any Governmental Entity, of alleged or actual noncompliance in any material respect by, or other agreementsany material liability of any Target Company or any CHUA Counterparty under any applicable Healthcare Laws. No Target Company is party to or has any (nor has any Target Company received written notification that a CHUA Counterparty is party to or has any) ongoing reporting obligations pursuant to any corporate integrity agreement, certificates deferred or non-prosecution agreement, monitoring agreement, consent decree, or settlement order imposed by any Governmental Entity. Additionally, neither the Target Companies nor any of operationtheir respective employees, completion and occupancyofficers, and other licenses required by Regulatory Authorities for directors, or, to the operation Knowledge of Seller, contractors or agents, is or, in the CareOregon Business have past three (3) years, has been obtained and are in full force and effectexcluded, including, as applicable, the CCO Contract and approved provider status suspended or debarred from participation in any approved Third Party Payor Government Program or, to the Knowledge of Seller, is subject to a Proceeding that could reasonably be expected to result in which CareOregon debarment, suspension, or any CareOregon Company participates (collectively, the “CareOregon Health Care Licenses”). CareOregon and the CareOregon Companies own and/or possess, and hold free from restrictions or conflicts with the rights of others, all such CareOregon Health Care Licensesexclusion.
(c) Except as set forth in Section 6.9(cthe Licensing Surveys, for which true, complete and accurate reports have been provided by Seller to Buyer, each Target Company, as applicable, satisfies all material Government Program requirements and conditions of participation for those Government Programs in which it participates and, where applicable, is a party to valid participation or other agreements required in order to receive reimbursement from such Government Programs. There are no non-Ordinary Course, suspensions, offsets, overpayments or recoupments being sought, requested or claimed, or to the Knowledge of Seller, threatened, against any Target Company with respect to any Third-Party Payor Program that have not otherwise been resolved. Except as set forth in the Licensing Surveys, for which true, complete and accurate reports have been provided by Seller to Buyer, in the past three (3) years, no Target Company has received any written notice, correspondence or other communication, including written notification of any pending or threatened Proceeding from any Government Program that would reasonably be expected to result in the imposition of material penalties, termination or the exclusion of any Target Company from participation in any such Government Program.
(d) All reports, data, and information required to be filed by any Target Company in connection with any Government Program during the last three (3) years have been timely filed and were true and complete at the time filed (or were corrected in or supplemented by a subsequent filing), in each case, except as would not reasonably be expected to be material to the business of the Disclosure Schedules,Target Companies taken as a whole. There are no claims, actions or appeals pending before any Governmental Entity with respect to any Government Program reports or claims filed by any Target Company or with respect to any disallowances by any Governmental Entity in connection with any audit or any claims that, if adversely determined, would reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. In the past three (3) years, no validation review or program integrity review related to any Target Company has been conducted by any Governmental Entity in connection with any Government Program which, if determined adversely, would reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, and to the Knowledge of Seller, no such reviews are scheduled, pending, or threatened against any Target Company.
(e) Each Target Company possesses all Healthcare Permits required to conduct its businesses in the Ordinary Course consistent with the practices of such Target Company immediately prior to Closing. Except as set forth in the Licensing Surveys, for which true, complete and accurate reports have been provided by Seller to Buyer, each Target Company has fulfilled and performed all material obligations with respect to such Healthcare Permits and, to the Knowledge of Seller, no event has occurred that allows, or after notice or lapse of time would allow, for the revocation or termination thereof or results in any other material impairment of the rights of the holder of any such Healthcare Permit. Except as set forth in the Licensing Surveys, for which true, complete and accurate reports have been provided by Seller to Buyer, no Target Company has received any written notice of any Proceeding relating to revocation, suspension, material and adverse modification or material limitation of any such Healthcare Permit. All Healthcare Permits are in full force and effect and except as set forth in the Licensing Surveys, each Target Company is in material compliance with each such Healthcare Permit held by or issued to it.
(f) To the Knowledge of Seller: (i) no Healthcare Provider is or, in the past three (3) years, has been suspended, excluded or debarred from any Government Program; and (ii) each Healthcare Provider holds all required Healthcare Permits in good standing required for such Healthcare Provider to perform his/her duties within the scope of his/her employment by or engagement with Seller, any Target Company or their respective Affiliates, as applicable, under the relevant scope of such Healthcare Provider’s professional practice.
(g) The Company and its Subsidiaries have not presented or caused to be presented a claim for reimbursement to any Government Program that is for an item or service that the claimant knew or should have known was not provided as claimed.
(h) Except as would not reasonably be expected to be material to the business of the Target Companies taken as a whole, (i) there have been no deficiencies or violations noted in any Licensing Surveys that have not been remedied or remain outstanding for which a plan of correction has not been, or would not reasonably be expect to be, accepted, and (ii) the Target Companies have complied with all applicable plans of correction.
(i) CareOregon and To the CareOregon Companies areKnowledge of Seller, and have been during each CHUA Counterparty holds all necessary permits issued by the last six (6) years, in compliance in all material respects (including its form and rate filing, reserving, marketing, investment, financial, claims, taxation, underwriting, premium collection and refunding, cost and claims reporting, and United Kingdom Care Quality Commission or any other practices, as applicable) with all Laws, including without limitation the Insurance Laws, and with all applicable provisions of the requirements of any Regulatory Authority Governmental Entity having jurisdiction over the CareOregon BusinessUK Real Properties pursuant to any Healthcare Law in order to carry out its business consistent with practices of each CHUA Counterparty immediately prior to the Closing and such permits are in full force and effect. To the Knowledge of Seller, (ii) none of CareOregon or any of the CareOregon Companies is, nor has any such entity been each CHUA Counterparty is in the past six (6) years, in material violation of any of the provisions of compliance with all applicable Law with respect to health care service contractors or coordinated care organizations, and (iii) none of CareOregon or any of the CareOregon Companies, nor any Person acting on behalf of any such entity, has violated or has incurred any Liability under (A) any federal or state fraud and abuse Healthcare Laws, including except for such non-compliance that would not reasonably be expected to have a material adverse effect on the Xxxxx Law (42 U.S.C. §1395nn)UK Real Properties, the civil False Claims Act (31 U.S.C. §3729 et seqtaken as a whole.), Sections 1320a-7a and 1320a-7b of Title 42 of the United States Code, (B) Medicare (Title XVIII of the Social Security Act),
Appears in 1 contract
Samples: Purchase and Sale Agreement (DigitalBridge Group, Inc.)
