Common use of Misdirected Payments, Etc Clause in Contracts

Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Facilities must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer Entity, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall within five (5) business days after notice from Buyer or any Buyer Entity pay to Buyer or such Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller Sellers and Buyer Buyers covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental Government Entity or third-party payor that payments to the Seller Sellers or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller Sellers or the Facilities must be repaid, Seller Sellers shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer Buyers shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement due to such Buyer under any third-party payor or reimbursement programs due to Buyer or any Buyer Entityprograms, relating to as a result of amounts owing under any such programs by Seller Sellers or any of its their Affiliates, Seller Sellers shall within five (5) business days after notice promptly upon demand from such Buyer or any Buyer Entity pay to Buyer or such Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller Subject to Section 9.5, after Closing, Sellers and Buyer Purchaser covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the any Seller or the Facilities any Facility resulted in an overpayment or other determination that funds previously paid by any program or plan to the any Seller or the Facilities any Facility must be repaid, Seller Sellers shall be solely responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered at or prior to the Effective Time and Purchaser shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to at the Effective Time and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered Facilities after the Effective Time. In the event that, following Closingthe Effective Time, Buyer or any Buyer Entity Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityPurchaser, relating to amounts owing under any such programs by any Seller or any of its AffiliatesAffiliates and not included as Current Liabilities in the Closing Date Net Assets Calculation, Seller Sellers shall within five (5) business days after notice promptly upon demand from Buyer or any Buyer Entity Purchaser pay to Buyer or such Buyer Entity Purchaser the amounts so billed or offset. In the event that, following the Effective Time, any Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to such Seller, relating to amounts owing under any such programs by Purchaser or any of its Affiliates and not relating to any act or occurrence at or prior to the Effective Time, Purchaser shall promptly upon demand from the Seller Representative pay to Sellers the amounts so billed or offset. Any remittances or payments to be made by Purchaser to any Seller pursuant to this Section 9.4 shall be made to the Seller Representative for further delivery by the Seller Representative to the Seller or Sellers entitled thereto.

Misdirected Payments, Etc. Seller and Buyer Purchaser covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller or the Facilities Hospital resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Facilities Hospital must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer Purchaser shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closingthe Effective Time, Buyer or any Buyer Entity Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityPurchaser, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall within five (5) business days after notice promptly upon demand from Buyer Purchaser pay to Purchaser the amounts so billed or offset. In the event that, following the Effective Time, Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Seller, relating to amounts owing under any such programs by Purchaser or any Buyer Entity of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Buyer or such Buyer Entity Seller the amounts so billed or offset.

Misdirected Payments, Etc. Seller Sellers and Buyer Buyers covenant and agree to remit, with reasonable promptness (within five (5or in accordance with the timeframe set forth in the Medicare and Medicaid Transition Agreement, with respect to any amounts covered by such agreement) business days after receipt) to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental Government Entity or third-party payor that payments to the Seller Sellers or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller Sellers or the Facilities must be repaid, Seller Sellers shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer Buyers shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer Entitysuch Buyer, relating to amounts owing under any such programs by Seller Sellers or any of its their Affiliates, Seller Sellers shall within five (5) business days after notice promptly upon demand from Buyer or any Buyer Entity Buyers pay to Buyer or such Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit, with reasonable promptness (within five ten (510) business days after receipt) to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller or the Facilities resulted in an overpayment (including any fines, penalties, costs or expenses related thereto) or other determination that funds previously paid by any program or plan to the Seller or the Facilities must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment (including any fines, penalties, costs or expenses related thereto) or other repayment determination was for services rendered prior to the Effective Time and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, Buyer or any Buyer Entity Xxxxx suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityBuyer, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall within five ten (510) business days after notice from Buyer or any Buyer Entity pay to Buyer or such Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller Entities or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller Entities or the Facilities must be repaid, the Seller Entities shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and the Buyer Entities shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer Entity, relating to amounts owing under any such programs by the Seller Entities or any of its their Affiliates, the Seller Entities shall within five (5) business days after notice from Buyer or any Buyer Entity pay to Buyer or such Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Buyer covenant each covenants and agree agrees to remit, with reasonable promptness (within five but no later than ten (510) business days after its receipt) ), to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller Entities or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller Entities or the Facilities must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time Closing Date and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered on or after the Effective TimeClosing Date. In the event that, following the Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityBuyer, relating directly to amounts owing under any such programs by Seller or any of its AffiliatesSeller Entity Organization, Seller shall within five (5) business days after notice promptly upon demand from Buyer or any Buyer Entity pay to Buyer or such Buyer Entity the amounts so billed or offsetoffset after Seller determines to its reasonable satisfaction that the offsets suffered by Buyer relate directly to amounts owed by Seller or Seller Entities under any such programs; conversely, in the event that following the Closing, Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Seller, relating directly to amounts owing under any such programs by Buyer or Buyer Entities, Buyer shall promptly upon demand from Seller pay to Seller the amounts so billed or offset after Seller determines to its reasonable satisfaction that the offsets suffered by Seller relate directly to amounts owed by Buyer or Buyer Entities under any such programs.

Misdirected Payments, Etc. Seller and Buyer covenant and agree After the Closing, (a) the Sellers shall remit to remit, the Purchaser with reasonable promptness (within five (5) business days after receiptBusiness Days) to any monies or other assets received by the other any payments received, which payments are on Sellers constituting or in respect of accounts or notes receivable owned by the Purchased Assets and the Assumed Liabilities, and (or are otherwise payable tob) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments Purchaser shall remit to the appropriate Seller with reasonable promptness (within five (5) Business Days) any monies or other assets received by the Purchaser constituting or in respect of any of the Excluded Assets or the Facilities resulted in an overpayment or other determination that Excluded Liabilities. If funds previously paid by any program or plan credited to the Seller Sellers or the Facilities must be repaid, Seller shall be responsible for repayment Hospital Business in respect of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer have resulted in an overpayment or must be repaid, the Sellers shall be responsible for the repayment of said monies (or and the defense of such actions) if and the Purchaser shall be entitled to prompt payment of such overpayment monies directly from the Sellers or other repayment determination was for the Principals. If funds previously paid or credited to the Sellers or the Hospital Business in respect of services rendered after prior to the Effective Time. In Time do not reflect the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs full payment for such services rendered and the Purchaser is subsequently paid funds otherwise due to Buyer or any Buyer Entitythe Sellers in connection with such services rendered, relating the Sellers shall be entitled to amounts owing under prompt payment of said monies directly from the Purchaser. With respect to any such programs by Seller claim under this Section 10.5, the Purchaser or any the Sellers, as the case may be, shall be entitled to only one recovery for such claim, and a Party that has received an amount in excess of its Affiliates, Seller the amount of such claim because it has received funds from more than one source shall within five (5) business days after notice from Buyer or any Buyer Entity pay promptly restore the excess of such recovery to Buyer or such Buyer Entity the amounts so billed or offsetother Party.

Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller Entities or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller Entities or the Facilities must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time Closing Date and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered on or after the Effective TimeClosing Date. In the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityBuyer, relating to amounts owing under any such programs by Seller or any of its AffiliatesAffiliates for services rendered prior to the Closing Date, Seller shall within five (5) business days after notice immediately upon demand from Buyer or any Buyer Entity pay to Buyer or such Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller Subject to Section 9.5, after each closing, Sellers and Buyer Purchaser covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the otherother as a result of such closing. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the any Seller or the Facilities any Facility resulted in an overpayment or other determination that funds previously paid by any program or plan to the any Seller or the Facilities any Facility must be repaid, Seller Sellers shall be solely responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered at or prior to the applicable effective time and Purchaser shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to at the Effective Time and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered Facilities after the Effective Timeapplicable effective time. In the event that, following Closingthe applicable effective time, Buyer or any Buyer Entity Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityPurchaser, relating to amounts owing under any such programs by any Seller or any of its AffiliatesAffiliates and not included as Current Liabilities in the Closing Date Net Assets Calculation, Seller Sellers shall within five (5) business days after notice promptly upon demand from Buyer or any Buyer Entity Purchaser pay to Buyer or such Buyer Entity Purchaser the amounts so billed or offset. In the event that, following the applicable effective time, any Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to such Seller, relating to amounts owing under any such programs by Purchaser or any of its Affiliates and not relating to any act or occurrence at or prior to the applicable effective time, Purchaser shall promptly upon demand from the Seller Representative pay to Sellers the amounts so billed or offset. Any remittances or payments to be made by Purchaser to any Seller pursuant to this Section 9.4 shall be made to the Seller Representative for further delivery by the Seller Representative to the Seller or Sellers entitled thereto.

Misdirected Payments, Etc. Seller and Buyer Purchaser covenant and agree to remit, with reasonable promptness (within five (5) business days after receipt) promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller or the Facilities Hospital resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Facilities Hospital must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer Purchaser shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closingthe Effective Time, Buyer or any Buyer Entity Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer EntityPurchaser, relating to amounts owing under any such programs by Seller or any of its Affiliatesaffiliates, Seller shall within five (5) business days after notice promptly upon demand from Buyer Purchaser pay to Purchaser the amounts so billed or offset. In the event that, following the Effective Time, Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Seller, relating to amounts owing under any such programs by Purchaser or any Buyer Entity of its affiliates, Purchaser shall promptly upon demand from Seller pay to Buyer or such Buyer Entity Seller the amounts so billed or offset.

Misdirected Payments, Etc. Seller covenants and agrees and Buyer covenant covenants and agree agrees, to remitremit to the other, with reasonable promptness (within five (5) business days after receipt) to the other promptness, any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to the Seller or the Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Facilities must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time Closing and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered by Buyer after the Effective TimeClosing. In the event that, following Closing, Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Buyer or any Buyer Entityit, relating to consisting of amounts owing under any such programs by Seller or any of its Affiliates, Seller shall within five (5) business days after notice promptly upon demand from Buyer or any Buyer Entity pay to Buyer or such Buyer Entity Seller the amounts so billed offset. Buyer agrees to cooperate with and assist Seller after Closing with collection of Accounts Receivable, and in exchange Seller shall pay Buyer a fee calculated as 5% of all Accounts Receivable collected by, or offsetwith the assistance of, Buyer after Closing.