Common use of Licenses, Authorizations and Provider Programs Clause in Contracts

Licenses, Authorizations and Provider Programs. (a) Each of the Company and the Subsidiaries (i) is the holder of all valid licenses and other rights and authorizations required by Law or ruling of any governmental regulatory authority necessary to operate its business; and (ii) is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which the Company is eligible are hereinafter referred to collectively as the "Company Government Programs") and has current provider agreements for such Company Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which the Company or any Subsidiary directly or indirectly is presently receiving payments (such non-governmental programs herein referred to as "Company Private Programs"). Set forth on Schedule 5.20(a), as to each separate facility operated by the Company or a Subsidiary, is a correct and complete list of such licenses, permits and other authorizations, and provider agreements under all Company Government and Company Private Programs, complete and correct copies of which have been provided to RCG. True, complete and correct copies of all surveys of the Company and the Subsidiaries or their facilities conducted in connection with any Company Government Program, Company Private Program or licensing or accrediting body during the past three (3) years have been provided to RCG. (b) No violation, default, order or deficiency exists with respect to any of the items listed on Schedule 5.20(b). Neither the Company, nor any of the Subsidiaries has received any notice of any action pending or recommended by any state or federal agencies having jurisdiction over the items listed on Schedule 5.20(b), either to revoke, withdraw or suspend any license, right or authorization, or to terminate the participation of the Company or any Subsidiary in any Company Government Program or Company Private Program. To the knowledge of the Company, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on Schedule 5.20(b) or to revoke, withdraw or suspend any such license, or to terminate or modify the participation of the Company or any Subsidiary in any Company Government Program or Company Private Program. To the knowledge of the Company, there has been no decision not to renew any provider or third-party payor agreement of the Company or any Subsidiary. Except as listed on Schedule 5.20(b), no consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Company Government Programs or Company Private Programs, by reason of the consummation of the Merger, and the continued operation of the business of the Company and the Subsidiaries thereafter on a basis consistent with past practices. (c) The Company and the Subsidiaries have timely filed all cost reports and other reports required to be filed prior to the date hereof with respect to the Company Government Programs and Company Private Programs, all fiscal intermediaries and other insurance carriers and all such reports are complete and accurate in all material respects and have been prepared in accordance with all applicable Laws, and principles governing reimbursement and payment of claims. True and complete copies of such cost reports filed by the Company and the Subsidiaries for the most recent cost-reporting year, if applicable, have heretofore been delivered to RCG. The Company or a Subsidiary has paid or caused to be paid or has properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, and neither the Company nor any Subsidiary has any liability under any Company Government Program or Company Private Program (contingent or otherwise) for any refund, overpayment, discount or adjustment other than in the ordinary course, and no interest or penalties are accruing with respect thereto, except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto. To the knowledge of the Company, except as set forth on Schedule 5.20(c), there are no pending appeals, adjustments, challenges, audits, litigation, or notices of intent to reopen any closed cost reports. There are no other reports required to be filed by the Company or any Subsidiary in order to be paid under any Company Government Program or Company Private Program for services rendered, except for cost reports not yet due.

Licenses, Authorizations and Provider Programs. (a) Each of Except as set forth in Schedule 5.20(a)(i), the Company and the Subsidiaries (i) is the holder of Entities hold all valid material licenses and other rights rights, accreditations, permits and authorizations required by Law law, ordinance, regulation or ruling of any governmental regulatory authority Regulatory Authority necessary to operate its business; and (ii) the business of the Company Entities as it is presently conducted. Except as disclosed in Schedule 5.20(a)(ii), each of the Company Entities is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid programsPrograms") (Medicare and Medicaid programs Programs and such other similar federal, state or local reimbursement or governmental programs for which the Company is Entities are eligible are hereinafter referred to collectively as the "Company Government Programs") and has current provider agreements for such Company Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which the Company or any Subsidiary they directly or indirectly is are presently receiving payments (such non-governmental programs herein referred to as "Company Private Programs"). Set forth on Schedule 5.20(a), as The Company has provided to each separate facility operated by the Company or a Subsidiary, is Parent a correct and complete list of such licenses, accreditations, permits and other authorizations, and of provider agreements under all Company Government and Company Private Programs, complete and correct copies of which have been provided to RCG. True, complete and correct copies of all surveys requested by Parent of the facilities operated by the Company and the Subsidiaries or their facilities Entities conducted in connection with any Company Government Program, Company Private Program or licensing or accrediting body during the past three (3) years have been provided made available to RCGParent. (b) No Except as disclosed in Schedule 5.20(b), no material violation, default, order or deficiency exists with respect to any of the items listed on in Schedule 5.20(b5.20(a). Neither To the Knowledge of the Company, nor no employee, agent or contractor of any Company Entity has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to Medicare or Medicaid. At the time of hiring or engaging each medical director and nurse, and not less often than every three (3) years thereafter during the term of such Person's employment or engagement with the Company Entities, the Company Entities have conducted a reasonable search of the Subsidiaries federal excluded person's databases and have confirmed necessary licensure and verified that no such Person has been excluded from providing services under any federal or state health care program and that such Person has acquired licenses to perform his or her duties for the Company Entities. None of the Company Entities has received any written notice of any action pending or recommended by any state or federal agencies having jurisdiction over the items listed on in Schedule 5.20(b5.20(a), either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of the any Company or any Subsidiary Entity in any Company Government Program or Company Private Program. To the knowledge Knowledge of the Company, no event has occurred whichthat, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on in Schedule 5.20(b5.20(a) or to revoke, limit, withdraw or suspend any such license, or to terminate or modify the participation of the any Company or any Subsidiary Entity in any Company Government Program or Company material Private Program. To the knowledge of the CompanyExcept as listed in Schedule 5.20(b), there has been no decision to terminate or not to renew any provider or third-party payor agreement of the any Company or any SubsidiaryEntity. Except as listed on in Schedule 5.20(b), no consent Consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Company Government Programs or Company Private ProgramsProgram, by reason of the consummation of the Merger, and the continued operation of the business of the Company and Entities by the Subsidiaries thereafter Surviving Corporation after Closing on a basis consistent with past practices. (c) The Except as disclosed in Schedule 5.20(c)(i), the Company and the Subsidiaries Entities have timely filed all cost material reports and other reports xxxxxxxx required to be filed prior to the date hereof with respect to the Company Government Programs and Company Private Programs, all fiscal intermediaries and other insurance carriers and all carriers. All such reports and xxxxxxxx are complete and accurate in all material respects and have been prepared in accordance material compliance with all applicable Lawslaws, regulations and principles governing reimbursement and payment of claims. True and complete copies of such cost reports filed by the Company and the Subsidiaries for the most recent cost-reporting yearyear have been made available to Parent. Except as set forth on Schedule 5.20(c)(ii), if applicable, the Company Entities have heretofore been delivered to RCG. The Company or a Subsidiary has paid or caused to be paid or has properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments which that have become due pursuant to such reportsreports and xxxxxxxx, and neither the no Company nor any Subsidiary Entity has any liability Liability, which in accordance with GAAP should be reflected in the Financial Statements, under any Company Government Program or Company Private Program (known or unknown, contingent or otherwise) for any refund, overpayment, discount or adjustment other than adjustment, except for matters occurring in the ordinary course, and no interest or penalties are accruing course of business consistent with respect thereto, except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules heretopast practice. To the knowledge of the Company, except Except as set forth on in Schedule 5.20(c5.20(c)(iii), (i) there are no pending appeals, adjustments, challenges, audits, litigationclaims, or notices of intent to reopen audit such prior reports or xxxxxxxx, and (ii) during the last two years the Company Entities have not been audited, examined or otherwise by any closed cost reportsGovernment or Private Program. There are no other reports required to be filed by the Company or any Subsidiary Entities in order to be paid under any Company Government Program or Company Private Program for services renderedrendered in connection with the business of the Company Entities, except for cost reports not yet due. Except as set forth in Schedule 5.20(c)(iv), there are no payments being withheld by any Private or Government Program pending the resolution of any survey, audit, investigation or appeal with respect to the operations or billing practices of any facility owned, operated or managed by any of the Company Entities. (d) Except as disclosed in Schedule 5.20(d), the Company Entities are not subject to the terms of any corporate integrity agreements, corporate integrity programs, compliance plans or similar agreements with a Regulatory Authority. The Company has provided Parent with true, correct and complete copies of its corporate compliance plan or program and all materials related to it.

Licenses, Authorizations and Provider Programs. (a) Each of Seller, with respect to the Company and the Subsidiaries Business, is: (i) is the holder of all valid licenses and other rights rights, permits and authorizations required by Law (including without limitation Environmental Laws) or ruling of any governmental regulatory authority Regulatory Authority necessary to operate its business; and the Business, (ii) is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "“Medicare and Medicaid programs"”) (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which the Company a Seller is eligible to receive payments on account of services provided by the Business are hereinafter referred to collectively as the "Company “Government Programs"”), and (iii) and has the holder of current provider agreements for such Company Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which the Company or any Subsidiary Seller directly or indirectly is presently receiving payments (such non-governmental programs herein referred to as "Company “Private Programs"”). Set forth on Schedule 5.20(a2.17(a), as to each separate facility operated by the Company or a SubsidiaryBusiness, is a correct and complete list of such licenses, permits and other authorizations, and provider agreements under all Company Government and Company Private Programs, complete and correct copies of which have been provided to RCGPurchasers. True, complete and correct copies of all surveys of Sellers with respect to the Company and the Subsidiaries or their facilities Business conducted in connection with any Company Government Program, Company Private Program or licensing or accrediting body during the past three (3) five years have been provided to RCGPurchasers. (b) No violation, default, order or deficiency exists with respect to any of the items listed on Schedule 5.20(b2.17(a). Neither No Seller, with respect to the CompanyBusiness, nor any of the Subsidiaries has received any notice of any action pending or recommended by any state or federal agencies Regulatory Authority having jurisdiction over the items listed on Schedule 5.20(b2.17(a), either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of the Company or any Subsidiary such Seller in any Company Government Program or Company Private Program. To the knowledge of the Companyeach Seller, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on Schedule 5.20(b2.17(a) or to revoke, limit, withdraw or suspend any such licenseitem, or to terminate or modify the participation of the Company or any Subsidiary a Seller in any Company Government Program or Company Private Program. To the knowledge of the Companyeach Seller, there has been no decision not to renew any provider or third-party payor agreement of a Seller with respect to the Company Business. No employee, agent or contractor of any SubsidiarySeller has been excluded from or prohibited from providing services under any federal or state health care program, including but not limited to the Medicare and Medicaid programs. Except as listed on Schedule 5.20(b2.17(b), no consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency Regulatory Authority or any other third party is required in connection with any such license, right of the items listed on Schedule 2.17(a) or authorization, Government Program or Company Government Programs or Company Private ProgramsProgram, by reason of the consummation of the Merger, Acquisition and the continued operation of the business of the Company and the Subsidiaries Business by Purchasers thereafter on a basis consistent with past practices. (c) The Company and Each Seller, with respect to the Subsidiaries have Business, has timely filed all cost reports and other reports required to be filed by it prior to the date hereof with respect to the Company Government Programs and Company Private Programs, all fiscal intermediaries and other insurance carriers and all carriers. All such reports are complete and accurate in all material respects and have been prepared in accordance compliance with all applicable Laws, regulations and principles governing reimbursement and payment of claims. True and complete copies of such data pertaining to the Business provided on cost reports filed by the Company and the Subsidiaries Sellers for the most recent cost-reporting year, if applicable, have heretofore been delivered to RCGPurchasers. The Company or a Subsidiary has To the knowledge of each Seller, Sellers have paid or caused to be paid or has have properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, reports and neither related to the Company nor any Subsidiary has any liability Business and have no Liability under any Company Government Program or Company Private Program (contingent or otherwise) for any refund, overpayment, discount or adjustment for services provided in the operation of the Business other than in the ordinary course, and no interest or penalties are accruing with respect thereto, except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto. There is no basis for any claim or request for recoupment or reimbursement by any Regulatory Authority or other provider reimbursement entity relating to the Medicare and Medicaid programs in connection with the Business. To the knowledge of the Companyeach Seller, except as set forth on Schedule 5.20(c2.17(c), there are no pending appeals, adjustments, challenges, audits, litigation, litigation or notices of intent to reopen any closed cost reportsreports filed with respect to the Business. There are no other reports required to be filed by the Company or any Subsidiary Sellers in order to be paid under any Company Government Program or Company Private Program for services renderedrendered by the Business, except for cost reports not yet due.

Licenses, Authorizations and Provider Programs. (a) Each of the Company and the Subsidiaries (i) is the holder of all valid licenses and other rights and authorizations required by Law law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business; and (ii) . RenalWest is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which the Company is eligible are hereinafter referred to collectively as the "Company Government Programs") and has current provider agreements for such Company Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which the Company or any Subsidiary directly or indirectly is presently receiving payments (such non-governmental programs herein referred to as "Company Private Programs"). Set forth on Schedule 5.20(a)5.20.1, as to each separate facility operated by the Company or a Subsidiaryfacility, is a correct and complete list of such licenses, permits and other authorizations, and provider agreements under all Company Government and Company Private Programs, complete and correct copies of which have been provided to RCG. True, complete and correct copies of all surveys of the each Company and the Subsidiaries or their its facilities conducted in connection with any Company Government Program, Company Private Program or licensing or accrediting body during the past three two (32) years have been provided to RCG. (b) No To the knowledge of the Companies and the Owners, no material violation, default, order or deficiency exists with respect to any of the items listed on Schedule 5.20(b)5.20. 1. Neither the Company, nor any None of the Subsidiaries Companies or the Owners has received any notice of any action pending or recommended by any state or federal agencies having jurisdiction over the items listed on Schedule 5.20(b)5.20.1, either to revoke, withdraw or suspend any license, right or authorization, or to terminate the participation of the any Company or any Subsidiary in any Company Government Program or Company Private Program. To the knowledge of the CompanyCompanies and the Owners, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on Schedule 5.20(b) 5.20.1 or to revoke, withdraw or suspend any such license, or to terminate or modify the participation of the any Company or any Subsidiary in any Company Government Program or Company Private Program. To the knowledge of the CompanyCompanies and the Owners, there has been no decision not to renew any provider or third-party payor agreement of the Company or any SubsidiaryCompany. Except as listed on Schedule 5.20(b)5.20.2, no consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization, or Company Government Programs or Company Private ProgramsProgram, by reason of the consummation of the MergerMergers, and the continued operation of the business of the Company and the Subsidiaries Companies thereafter on a basis consistent with past practices. (c) The Each Company and the Subsidiaries have has timely filed all cost reports and other reports required to be filed by it prior to the date hereof with respect to the Company Government Programs and Company Private Programs, all fiscal intermediaries and other insurance carriers and all such reports are complete and accurate in all material respects and have been prepared in accordance material compliance with all applicable Lawslaws, regulations, and principles governing reimbursement and payment of claims. True and complete copies of such cost reports filed by the each Company and the Subsidiaries for the most recent cost-reporting year, if applicable, have heretofore been delivered to RCG. The Each Company or a Subsidiary has paid or caused to be paid or has properly reflected in the Financial Statements all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, reports and neither the Company nor any Subsidiary has any no liability under any Company Government Program or Company Private Program (known or unknown, contingent or otherwise) for any refund, overpayment, discount or adjustment other than in the ordinary course, and no interest or penalties are accruing with respect thereto, except as has been specifically reserved for in the Financial Statements or disclosed herein or in the Schedules hereto. To the knowledge of the CompanyCompanies and Owners, except as set forth on Schedule 5.20(c)5.20.3, there are no pending appeals, adjustments, challenges, audits, litigation, or notices of intent to reopen any closed cost reports. There are no other reports required to be filed by the any Company or any Subsidiary in order to be paid under any Company Government Program or Company Private Program for services rendered, except for cost reports not yet due.