Healthcare Representations. (a) Each Pool Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Properties where Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any.
(b) All Primary Licenses and Permits necessary for using and operating the Pool Properties are either held by, or will be held by Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Laws, and are in full force and effect.
(c) Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledge, with respect to any of the Pool Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension...
Healthcare Representations. Borrower represents and warrants to Administrative Agent and Lenders that:
(a) Each Project (i) is being operated as an independent living, skilled nursing, memory care or assisted living facility, having the number of Residential Units as set forth on Exhibit A, attached hereto, (ii) if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in all material respects in compliance with all applicable Requirements of Law (and, to the extent that failure to comply with any such Requirements of Law would materially and adversely affect the operation of a Project, is in compliance with such Requirement of Law) including (A) staffing requirements, (B) health and fire safety codes, including quality and safety standards, (C) accepted professional standards and principles that apply to professionals providing services at the Projects; (D) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (E) insurance, reimbursement and cost reporting requirements, (F) government payment program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Projects’ physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies and services and fee splitting, and (H) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator with respect to the Projects. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program. The Third Party Payor Programs to which Borrower or any Operator may presently be subject with respect to any Project are listed on Schedule 6.22(a). [Summit Healthcare] 60
(b) All Primary Licenses necessary for using and operating the Projects for the uses described in clause (a), above are listed on Schedule 6.22(b), are either held by, or will be held by, Borrower or the applicable Operator, as required under applicable Law, and are in full force and effect.
(c) Except as set forth on Schedule 6.22 hereof, with respect to any Project, there are no inquiries, investigations, probes, audits or ...
Healthcare Representations. Each Healthcare Representation Borrowing Base Asset (i) is in material conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Healthcare Representation Borrowing Base Assets where Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material compliance with all other Applicable Laws (but excluding for purposes of this §6.32 Environmental Laws) including, without limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (E) those relating to the prevention of fraud and abuse, (F) Third Party Payor program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Healthcare Representation Borrowing Base Assets’ physical structure, environmental requirements (including, without limitation, sanitary requirements (but excluding for purposes of this §6.32 Environmental Laws))) of Governmental Authorities for healthcare facilities, quality and adequacy of medical care and licensing, and (H) those related to reimbursement for the type of care or services provided by Operators with respect to the Healthcare Representation Borrowing Base Assets. There is no existing, pending or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third-Party Payor Program, other than those which have been disclosed to the Agent, if any.
Healthcare Representations. (a) Except as set forth on Schedule 6.32, each Borrower, each Senior Care Property, each Operator and each Ancillary Service provided at any Senior Care Property by any Person, as applicable:
(i) has and maintains in full force and effect all Primary Licenses required, in each case, to operate each Senior Care Property and provide each Ancillary Service at each Senior Care Property in compliance with applicable law, and no such Primary License is currently restricted, limited, placed in provisionary or probationary status, suspended, revoked or terminated;
(ii) is in compliance with all applicable Healthcare Laws and all other laws and requirements of Governmental Authorities having jurisdiction over the Ancillary Services performed at any Senior Care Property or included in the Ancillary Services Borrowing Base Value or any Senior Care Property, as applicable, including: (A) licensure requirements; (B) minimum staffing requirements; (C) health and fire safety codes, including quality and safety standards; (D) accepted professional standards and principles that apply to professionals providing Ancillary Services at any Senior Care Property or included in the Ancillary Services Borrowing Base Value or other services at each Senior Care Property; (E) those relating to the prevention of fraud and abuse; (F) government payment program requirements, conditions of participation and disclosure of ownership and related information reporting requirements; (G) requirements relating to the Senior Care Properties’ physical structure, environment, quality and adequacy of medical care and licensing, equipment, personnel, rate setting and fee splitting; and (H) those related to payment or reimbursement for any Ancillary Service performed at any Senior Care Property or for care or service provided by Operators with respect to the Senior Care Properties, except in any of the foregoing cases where the failure to comply is in process of remediation pursuant to a written plan of correction remitted to or accepted by the appropriate Governmental Authority and such failure to comply could not reasonably be expected, directly or indirectly, or with the passage of time (1) to have a Material Adverse Effect on any Senior Care Property or a material adverse effect on any Borrower’s or any Operator’s ability to accept or retain patients or residents, provide Ancillary Services at any Senior Care Property or included in the Ancillary Services Borrowing Base Value or receive payment o...
Healthcare Representations. (a) All Medicare, Medicaid and TRICARE provider agreements, certificates of need, certifications, governmental licenses, permits, regulatory agreements or other material agreements and improvements, including certificates of operation, completion and occupancy, and state skilled-nursing facility or assisted-living facility licenses or other licenses required by healthcare Governmental Authorities for the legal use and occupancy of each Facility that are necessary to operate each Facility have been obtained and are in full force and effect, including approved provider status in any approved provider payor program in which any Facility participates, and a valid certificate of need or similar certificate and license from the applicable state department of health or equivalent (or any subdivision) or the state licensing agency, as applicable, for the licensed number of beds at such Facility (collectively, the “Healthcare Licenses”), except to the extent that the failure to obtain or maintain the same in full force and effect could not reasonably be expected to result in a Material Adverse Effect. Each applicable Subsidiary owns and/or possesses, and holds free from restrictions or conflicts with the rights of others, all such Healthcare Licenses in respect of each applicable Facility, and operates each applicable Facility in such a manner that the Healthcare Licenses shall remain in full force and effect, except to the extent that any such failure could not reasonably be expected to result in a Material Adverse Effect.
(b) To the knowledge of Sun, there are no proceedings or actions pending or contemplated to reduce the number of licensed or certified beds of any Facility, unless such actions have been taken at the request of Sun or a Subsidiary, which, for purposes hereof, shall include the election by Sun or a Subsidiary to take beds out of service in order to utilize the affected space to provide larger resident rooms and/or for other health care related purposes.
(c) Sun and the applicable Subsidiaries (and the operation of each Facility) are in compliance in all material respects with all applicable provisions of the laws, ordinances, statutes, regulations, orders, standards, policies, restrictions or rules of all Governmental Authorities having jurisdiction over the ownership, use, occupancy or operation of any Facility, including, (i) staffing requirements, (ii) health and fire safety codes, including quality and safety standards, (iii) accepted profess...
Healthcare Representations. (a) Each Healthcare Representation Borrowing Base Asset (i) is in material conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Healthcare Representation Borrowing Base Assets where Operator is required by applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material compliance with all other applicable laws including, without limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (E) those relating to the prevention of fraud and abuse, (F) Third Party Payor program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Healthcare Representation Borrowing Base Assets’ physical structure, environmental requirements (including, without limitation, sanitary requirements) of Governmental Authorities for healthcare facilities, quality and adequacy of medical care and licensing, and (H) those related to reimbursement for the type of care or services provided by Operators with respect to the Healthcare Representation Borrowing Base Assets. There is no existing, pending or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third-Party Payor Program, other than those which have been disclosed to the Agent, if any.
(b) All Primary Licenses and material Permits necessary for using and operating the Healthcare Representation Borrowing Base Assets are held by the Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under applicable law, and are in full force and effect.
(c) Except as set forth on Schedule 6.32 hereof, with respect to any of the Healthcare Representation Borrowing Base Assets, Borrower has received no notice of any Healthcare Investigations in each case by or with respect to (i) any Governmental Authority, (ii) any Third Party Payor Program, or (iii) any other third party (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws).
(d) With respect to any Healthcare Representation Borrowing ...
Healthcare Representations. Each Borrower represents and warrants to Administrative Agent and the Lenders that:
(a) Each Project (i) is being operated by Operating Tenant as a skilled nursing facility having the number of Residential Units as set forth on Exhibits A-1 through A-12, attached hereto, and (ii) to the Borrowers’ Knowledge, is in compliance in all material respects with all applicable Healthcare Laws.
(b) To Borrowers’ Knowledge, the Third Party Payor Programs to which any Operating Tenant is subject as of the Closing Date with respect to any Project are listed in Part A of Schedule 5.22. To the Borrowers’ Knowledge, there is no threatened in writing, or existing revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Third Party Payor Program involving Operators with respect to the Projects, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, to the Borrowers’ Knowledge, with respect to the Projects, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending as of the Closing Date.
(c) All Primary Licenses necessary for operating the Projects as skilled nursing facilities are listed in Part B of Schedule 5.22, and to Borrower’s Knowledge, (i) are either held by, or will be held by the applicable Operator, as required under Healthcare Laws and (ii) are in full force and effect as of the Closing Date.
(d) With respect to any Project, except as set forth in Part C of Schedule 5.22, no Operator currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Project, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and there have been no violations threatened against any Project’s, or any Operator’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered, and with respect to those matters disclosed on Part C of Schedule 5.22, no such matter is expected to result in an Event of Default under Section 8.20 or Section 8.21 hereof.
(e) Intentionally Deleted.
(f) With respect to any Project, (i) to Borrowers’ Knowledge, substantially all of the executed patient care agreements enter...
Healthcare Representations. (a) Each PoolUnencumbered Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those PoolUnencumbered Properties where Operator is required by applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and
Healthcare Representations. Each Borrowing Base Property (excluding any Borrowing Base Property that is an MOB or LPC) (i) is in material conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Borrowing Base Properties where Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material compliance with all other Applicable Laws including, without limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (E) those relating to the prevention of fraud and abuse, (F) Third Party Payor program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to such Borrowing Base Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (H) those related to reimbursement for the type of care or services provided by Operators with respect to such Borrowing Base Properties. There is no existing, pending or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third-Party Payor Program, other than those which have been disclosed to the Agent, if any.
Healthcare Representations. During any period in which the Project is operated as a senior healthcare facility for which a Primary License is required by applicable Law, each of Borrower and Operating Tenant represents and warrants to Administrative Agent and Lenders that:
(a) The Project (a) is in conformance with all insurance, reimbursement and cost reporting requirements, and (b) is in compliance with all applicable Requirements of Law including (i) staffing requirements, (ii) health and fire safety codes, including quality and safety standards, (iii) accepted professional standards and principles that apply to professionals providing services at the Project; (iv) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (v) insurance, reimbursement and cost reporting requirements, (vi) government payment program requirements and disclosure of ownership and related information requirements, (vii) requirements of applicable Governmental Authorities, including those relating to the Project’ physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies and services and fee splitting, and (viii) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Property Manager with respect to the Project. There are no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program.
(b) All Primary Licenses necessary for the use and operation of the Project as a senior assisted living or memory care facility shall be held by Borrower, Operating Tenant or Property Manager, as required under applicable Law, and shall be in full force and effect.
(c) Except as disclosed to Agent in writing, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) with respect to the Project that are reasonably likely directly or indirectly, or with the passage of time (A) to have a material adverse impact on Operators’ ability to accept and/or retain patients ...
