Common use of Misdirected Payments, Etc Clause in Contracts

Misdirected Payments, Etc. Seller and Purchaser covenant and agree to remit, with reasonable 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 Seller or the Hospital resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller or the 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 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 the Effective Time, Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Purchaser, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall promptly upon demand from 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller the amounts so billed or offset.

Misdirected Payments, Etc. Seller Sellers and Purchaser Buyer covenant and agree to remit, with reasonable 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 Seller the Sellers or the Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller the Sellers or the Hospital 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 Closing Date and Purchaser 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 Effective TimeClosing, Purchaser Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to PurchaserBuyer, relating to amounts owing under any such programs by Seller Sellers or any of its AffiliatesAffiliates for services rendered prior to the Closing Date, Seller Sellers shall promptly immediately upon demand from Purchaser Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Purchaser Buyer covenant and agree to remit, with reasonable promptness, 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 Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Hospital 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 Purchaser 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 the Effective TimeClosing, Purchaser Buyer or any Buyer Entity suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to PurchaserBuyer or any Buyer Entity, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall promptly upon demand within five (5) business days after notice from Purchaser Buyer or any Buyer Entity pay to Purchaser the amounts so billed Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer Entity the amounts so billed or offset.

Misdirected Payments, Etc. Seller Sellers and Purchaser Buyers covenant and agree to remit, with reasonable promptness, 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 Government Entity or third-party payor that payments to Seller Sellers or the Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller Sellers or the Hospital 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 Purchaser 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 the Effective TimeClosing, Purchaser any Buyer suffers any offsets against reimbursement due to such Buyer under any third-party payor or reimbursement programs due to Purchaserprograms, relating to as a result of amounts owing under any such programs by Seller Sellers or any of its their Affiliates, Seller Sellers shall promptly upon demand from Purchaser such Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Purchaser Buyer covenant and agree to remitremit to the other, with reasonable 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 Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Hospital 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 Purchaser 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 TimeClosing Date. In the event that, following the Effective TimeClosing, Purchaser Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs due otherwise payable to PurchaserBuyer, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall promptly immediately upon demand from Purchaser Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Purchaser Buyer covenant and agree to remit, with reasonable promptness, promptness (within ten (10) 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 Hospital 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 Hospital 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 Purchaser 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 the Effective TimeClosing, Purchaser Xxxxx suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to PurchaserBuyer, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall promptly upon demand within ten (10) business days after notice from Purchaser Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.

Misdirected Payments, Etc. Seller Subject to Section 9.5, after Closing, Sellers and Purchaser covenant and agree to remit, with reasonable 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 any Seller or the Hospital any Facility resulted in an overpayment or other determination that funds previously paid by any program or plan to any Seller or the Hospital 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 at the Facilities after the Effective Time. In the event that, following the Effective Time, Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Purchaser, 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 promptly upon demand from Purchaser pay to 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 AffiliatesAffiliates 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 Seller 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 Purchaser covenant and agree to remit, with reasonable 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 Seller or the Hospital resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller or the 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 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 the Effective Time, Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Purchaser, relating to amounts owing under any such programs by Seller or any of its Affiliatesaffiliates, Seller shall promptly upon demand from 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 of its Affiliatesaffiliates, Purchaser shall promptly upon demand from Seller pay to Seller the amounts so billed or offset.

Misdirected Payments, Etc. Seller and Purchaser Buyer covenant and agree to remit, with reasonable 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 Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller Entities or the Hospital 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 Purchaser 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 Effective TimeClosing, Purchaser Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to PurchaserBuyer, 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 promptly immediately upon demand from Purchaser Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.

Misdirected Payments, Etc. Seller Subject to Section 9.5, after each closing, Sellers and Purchaser covenant and agree to remit, with reasonable 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 any Seller or the Hospital any Facility resulted in an overpayment or other determination that funds previously paid by any program or plan to any Seller or the Hospital 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 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 at the Facilities after the Effective Timeapplicable effective time. In the event that, following the Effective Timeapplicable effective time, Purchaser suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Purchaser, 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 promptly upon demand from Purchaser pay to Purchaser the amounts so billed or offset. In the event that, following the Effective Timeapplicable 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 AffiliatesAffiliates 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 Seller 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 covenants and Purchaser covenant agrees and agree Buyer covenants and agrees, to remitremit to the other, with reasonable 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 Seller or the Hospital resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller or the 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 Closing and Purchaser 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 the Effective TimeClosing, Purchaser Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Purchaserit, relating to consisting of amounts owing under any such programs by Seller or any of its Affiliates, Seller shall promptly upon demand from Purchaser Buyer pay to Purchaser the amounts so billed Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to 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.

Misdirected Payments, Etc. Seller and Purchaser covenant Buyer each covenants and agree agrees to remit, with reasonable promptnesspromptness (but no later than ten (10) 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 Seller Entities or the Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller Entities or the Hospital 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 Purchaser 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 Effective TimeClosing, Purchaser Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to PurchaserBuyer, relating directly to amounts owing under any such programs by Seller or any of its AffiliatesSeller Entity Organization, Seller shall promptly upon demand from Purchaser Buyer pay to Purchaser Buyer the amounts so billed or offset. In offset 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, that following the Effective TimeClosing, 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 Purchaser Buyer or any of its AffiliatesBuyer Entities, Purchaser Buyer shall promptly upon demand from Seller pay to Seller the amounts so billed or offsetoffset 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 Sellers and Purchaser Buyer covenant and agree to remitremit to the other, with reasonable 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-third- party payor that payments to Seller the Sellers or the Hospital resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller the Sellers or the Hospital 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 Purchaser 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 the Effective TimeClosing, Purchaser suffers Buyer suffer any offsets against reimbursement under any third-party payor or reimbursement programs due to PurchaserBuyer, relating to amounts owing under any such programs by Seller Sellers or any of its Affiliates, Seller Sellers shall promptly upon demand from Purchaser Buyer 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.

Misdirected Payments, Etc. Seller Sellers and Purchaser Buyers covenant and agree to remit, with reasonable promptnesspromptness (or in accordance with the timeframe set forth in the Medicare and Medicaid Transition Agreement, with respect to the other any amounts covered by such agreement) 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 Seller Sellers or the Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller Sellers or the Hospital 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 Purchaser 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 the Effective TimeClosing, Purchaser any Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to Purchasersuch Buyer, relating to amounts owing under any such programs by Seller Sellers or any of its their Affiliates, Seller Sellers shall promptly upon demand from Purchaser Buyers 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 of its Affiliates, Purchaser shall promptly upon demand from Seller pay to Seller Buyer the amounts so billed or offset.