Medicare Participation/Accreditation. Each facility of the Acquired Entities that participates and receives reimbursement in the Medicare, Medicaid and TRICARE programs, as applicable (the “Programs”), is certified for participation and reimbursement in the Programs, and each Acquired Entity has a provider agreement with each such Program (the “Provider Agreements”). As applicable, each of the Acquired Entities, and each facility owned or operated by any of them, is in compliance in all material respects with the conditions of participation of the Programs and with the terms, conditions and provisions of the Provider Agreements. The Provider Agreements are each in full force and effect, and Seller has no Knowledge of any fact or circumstance that would cause any such Provider Agreement not to remain in force or be renewed on and after the Closing. Attached hereto as Schedule 3.25 is a complete list of all Medicaid and Medicare provider numbers (the “Provider Numbers”) in the name of an Acquired Entity or a facility owned or operated by an Acquired Entity or as otherwise specified, which an Acquired Entity is currently using in its operations and excluding any Provider Numbers for facilities that were sold or closed by an Acquired Entity prior to the date of this Agreement. Each facility of the Acquired Entities is duly accredited, with all Type I recommendations removed, by the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”). Copies of the two most recent accreditation survey reports from JCAHO pertaining to each facility owned or operated by an Acquired Entity have been made available to Purchaser. Since the date of its most recent JCAHO survey, none of the Acquired Entities has made any changes in policy or operations that it believes would cause any facility to lose such accreditation or to be denied participation in the Programs. Except as set forth on Schedule 3.25, there is no proceeding, investigation or survey pending or, to Seller’s Knowledge threatened, involving any of the Programs or any other third party payor programs, with respect to the Acquired Entities, and Seller has no reason to believe that any such investigations or surveys are pending, threatened, or imminent.
Medicare Participation/Accreditation. (a) All hospitals or significant health care facilities owned or operated as continuing operations by Parent or any Parent Subsidiary (each, a "Parent Facility") are certified for participation or enrollment in the Medicare and Medicaid programs, have a current and valid provider contract with the Medicare and Medicaid programs, are in substantial compliance with the conditions of participation of such programs and have received all approvals or qualifications necessary for capital reimbursement of Parent's assets except where the failure to be so certified, to have such contracts, to be in such compliance or to have such approvals or qualifications would not individually or in the aggregate have a Parent Material Adverse Effect. Neither Parent nor any of the Parent Subsidiaries has received notice from the regulatory authorities which enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations, and neither Parent nor any of the Parent Subsidiaries has any reason to believe that any such investigations or surveys are pending, threatened or imminent which may individually or in the aggregate have a Parent Material Adverse Effect. Each Parent Facility eligible for such accreditation is accredited by the Joint Commission on Accreditation of Healthcare Organizations, the Commission on Accreditation of Rehabilitation or other appropriate accreditation agency.
(b) Each Parent Facility is licensed by the proper state department of health to conduct its business in substantially the manner conducted by such Parent Facility and is authorized to operate the number of beds utilized therein. The Parent Facilities are presently in substantial compliance with all of the terms, conditions and provisions of such licenses. Parent has heretofore made available to Company correct and complete copies of all such licenses. The facilities, equipment, staffing and operations of the Parent Facilities satisfy the applicable state hospital licensing requirements in all material respects.
Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) is a list of each hospital, assisted living or other healthcare facility owned, operated or managed by the Company or any Company Subsidiary (each, a “Facility”). Schedule 3.20(a) identifies each Facility by type as a long-term acute care hospital, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) and each Facility identified on Schedule 3.20
(a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)), has current provider contracts with each such program (as indicated on Schedule 3.20(a)), and has been and is in compliance in all respects with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(a) are all of the Company’s and the Company Subsidiaries’ provider numbers and a list of the Facilities that are billing for services utilizing such provider numbers. Except as set forth on Schedule 3.20(a), neither the Company nor any Company Subsidiary has received any written notice from the Medicare, Medicaid, CHAMPUS or TRICARE programs of any pending or threatened investigation under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than surveys in the ordinary course of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation is pending or threatened.
(b) Except as set forth on Schedule 3.20(b), neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than surveys and audits) from any Governmental Body, fiscal intermediary, carrier or similar Entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care program. Except as set forth on Schedule 3.20(b), there are no outstanding judgments, orders, writs, injunctions or decrees of any Governmental Body in respect of any governmental health care program against the Company or any Company Subsidiary (whether or not covered by insurance).
(c) The Woodlands LP is, and at all ...
Medicare Participation/Accreditation. (a) The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs. The Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with TRICARE or its successor programs. Except as set forth on Schedule 5.9, the Hospital is in compliance with the conditions of participation for the Government Programs in all material respects and has received all Approvals or qualifications necessary for capital reimbursement on the Purchased Assets. Except as set forth on Schedule 5.9, there is not pending, nor to the knowledge of Seller threatened, any proceeding or investigation under the Government Programs involving Seller, the Hospital or any of the Purchased Assets. The cost reports of Seller and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2009, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respects. Except as disclosed on Schedule 5.9, Seller is in material compliance with filing requirements with respect to cost reports of the Hospital. True and correct copies of all such reports for the two (2) most recent fiscal years of Seller and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.9 and except for claims, actions and appeals in the ordinary course of business, there are no material claims, actions or appeals pending before any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Services, with respect to any Government Program cost reports or claims filed on behalf of Seller with respect to the Hospital on or before the date of this Agreement, or any disallowances by any commission, board or agency in connection with any audit of such cost reports.
(b) Except as disclosed on Schedule 5.9, all billing practices of Seller with respect to the Hospital to all third party payors, including the Government Programs and private insurance companies, are in material compliance with all applicable Laws, regulations and polices of such third party payors.
(c) Seller has provided Buyer true and complete copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. Seller is d...
Medicare Participation/Accreditation. All health care -------------------------------------- facilities owned or operated by any Group Member or any Subsidiary (each, a "Company Facility") which participate in the Medicare and Medicaid programs, have a current and valid provider agreement with the Medicare and Medicaid programs and are in substantial compliance with the conditions of participation of such programs, except where the failure to be so certified, to have such agreements, or to be in such compliance is not reasonably likely to have a Material Adverse Effect. Neither any Group Member nor any Subsidiary has received notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions in respect to any government health care program of any pending or threatened investigations, and to the Knowledge of the Parent, no such investigations are pending, threatened or imminent, which are reasonably expected to have a Material Adverse Effect. All returns, cost reports and other filings made by any Group Member or any Subsidiary with Medicare, Medicaid or any other governmental health care program or third party payor are complete and accurate except where the failure to be so complete and accurate is not reasonably likely to have, individually or in the aggregate, a Material .Adverse Effect. No adjustment or disallowance in any such cost reports and other requests for payment, including adjustments or disallowances for late filings, has been made or, to the Knowledge of the Parent, threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid or by any third party payor which individually or in the aggregate would have a Material Adverse Effect, and, to the Knowledge of the Parent, there is no basis for any successful claims or requests for recovery of overpayments from any such agency, instrumentality, entity or third party payor except for any such claims or requests which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Schedule 2.22 identifies each Group Member which is a provider under Medicare or -------- ---- Medicaid and its provider number and the date it became a Medicare or Medicaid provider.
Medicare Participation/Accreditation. (a) All hospitals or significant health care facilities owned or operated as of the date hereof as continuing operations by Company or any Company Subsidiary (each, a "Company Facility") are certified for participation in the Medicare and Medicaid programs, have a current and valid provider agreement with the Medicare and Medicaid programs, have complied with all Medicare and Medicaid laws, rules, regulations, manuals and other conditions of participation of such programs, to the extent applicable, and have filed all cost reports and other requests for payment in the manner prescribed thereby except where the failure to be so certified, to have such agreements, or to be in such compliance would, individually or in the aggregate not have a Company Material Adverse
Medicare Participation/Accreditation. (a) Parent and its Domestic Subsidiaries are qualified (to the extent required by their business as currently conducted) to participate as suppliers under the Medicare Regulations and Medicaid Regulations (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”), and the relevant Loan Parties are entitled to reimbursement under the Medicare program for services rendered to qualified Medicare beneficiaries. Parent and its Domestic Subsidiaries comply in all material respects with the conditions of participation in all Government Reimbursement Programs in which any of them participates or has participated. There is no pending or, to Borrower’s best knowledge after due inquiry, threatened proceeding or investigation by any of the Government Reimbursement Programs in which any of them participates or has participated with respect to (i) Parent’s or any of its Domestic Subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which it participates or has participated, (ii) the compliance or non-compliance by Parent or any of its Domestic Subsidiaries with the terms or provisions of any Government Reimbursement Program, or (iii) the right of Parent or any of its Domestic Subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which it participates or has participated, which proceeding or investigation, together with all other such proceedings and investigations, could reasonably be expected to have a Material Adverse Effect.
Medicare Participation/Accreditation. Except as would not reasonably be expected to have a Parent Material Adverse Effect (a) Parent, its Subsidiaries and each Parent Provider is qualified for participation in the Medicare, Medicaid and TRICARE programs, has a current and valid Parent Provider contract with the Medicare, Medicaid and TRICARE programs, is in compliance in all material respects with the conditions of participation in such programs and all other Government Sponsored Health Programs in which such Parent Provider participates, and has received all approvals or qualifications necessary for capital reimbursement on its assets, (b) each Hospital is duly accredited by The Joint Commission on Accreditation of Healthcare Organizations and (c) neither Parent nor any of its Subsidiaries has received any notice from any Governmental Entity which enforces the statutory or regulatory provisions in respect of any Government Sponsored Health Program of any pending or threatened litigation, amounts due or surveys, and neither Parent nor any of its Subsidiaries has any reason to believe that any such litigation is pending, threatened or imminent.
Medicare Participation/Accreditation. (a) Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program, the Hospital is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs and with TRICARE or its successor programs. Except to the extent notice concerning the wind-down of the Hospital’s operations and related cessation of services and the related termination of the Hospital’s provider numbers has been given to the applicable Governmental Entity responsible for administration of any Government Program and except as set forth on Schedule 5.7, the Hospital is in compliance with the conditions of participation for the Government Programs in all material respects and has received all Approvals or qualifications necessary for capital reimbursement on the Purchased Assets. Except as set forth on Schedule 5.7, there is not pending, nor to the knowledge of Seller threatened, any proceeding or investigation under the Government Programs involving HMMC, the Hospital or any of the Purchased Assets. The cost reports of HMMC and the Hospital for the Government Programs and for payment or reimbursement of any other Agency Receivables for the fiscal years through 2010, required to be filed on or before the date hereof have been properly filed and are complete and correct in all material respects. Except as disclosed on Schedule 5.7, HMMC is in material compliance with filing requirements with respect to cost reports of the Hospital. True and correct copies of all such reports for the most recent fiscal year of HMMC and the Hospital have been furnished to Buyer. Except as disclosed on Schedule 5.7 and except for claims, actions and appeals in the ordinary course of business, there are no material claims, actions or appeals pending before any commission, board or agency, including any fiscal intermediary or carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Services, with respect to any Government Program cost reports or claims filed on behalf of HMMC with respect to the Hospital on or before the date of this Agreement, or any disallowances by any commission, board or agency in connection with any audit of such cost reports.
(b) Except as disclosed on Schedule 5.7, all billing prac...
Medicare Participation/Accreditation. Each Facility participating in the Medicare Program, one or more Medicaid programs or the TRICARE program is set forth on Schedule 3.8. Each such Facility has a current and valid provider contract with the programs as set forth on Schedule 3.8, and is in compliance with the conditions of participation in such programs, if applicable, and has received all approvals or qualifications necessary for capital reimbursement for the Facilities. Each Facility is duly accredited, with no contingencies (except as set forth on Schedule 3.8), by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") for the three (3) year period set forth on Schedule 3.8. A copy of the most recent accreditation letter from the JCAHO pertaining to each Facility has been made available to Buyer. All billing practices of the Sellers with respect to the Facilities to all third party payors, including the Medicare, Medicaid and TRICARE programs and private insurance and managed care companies, have been in compliance with all applicable laws, regulations and policies of such third party payors and the Medicare, Medicaid and TRICARE programs and none of the Sellers nor the Facilities have billed or received any payment or reimbursement in excess of amounts allowed by law. No Seller nor any of their respective officers, directors, managing employees, or controlling members are excluded from participation in the Medicare, Medicaid or TRICARE programs, nor, to the knowledge of Sellers, is any such exclusion threatened. Except as set forth on Schedule 3.8, no Seller has received any written notice from any of the Medicare, Medicaid or TRICARE programs, or any other third party payor programs of any pending or threatened investigations or surveys.
