Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit to the other, with reasonable 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 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 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 after the Closing Date. In the event that, following Closing, Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable to Buyer, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall immediately upon demand from Buyer pay to Buyer the amounts so billed or offset.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sunlink Health Systems Inc), Asset Purchase Agreement (Sunlink Health Systems Inc)
Misdirected Payments, Etc. Seller Sellers and Buyer covenant and agree to remit to the otherremit, 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 Sellers or the Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the 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 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 Closing Date. In the event that, following Closing, Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyer, 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 immediately upon demand from Buyer pay to Buyer the amounts so billed or offset.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Psychiatric Solutions Inc), Asset Purchase Agreement (Psychiatric Solutions Inc)
Misdirected Payments, Etc. Seller Sellers and Buyer covenant and agree to remit to the other, 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 Sellers or the Hospital Facilities resulted in an overpayment or other determination that funds previously paid by any program or plan to the 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 Closing Date 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 Closing DateEffective Time. In the event that, following Closing, Buyer suffers suffer any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyer, relating to amounts owing under any such programs by Seller Sellers or any of its their Affiliates, Seller Sellers shall immediately promptly upon demand from Buyer pay to Buyer the amounts so billed or offset.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rennova Health, Inc.), Asset Purchase Agreement (Rennova Health, Inc.)
Misdirected Payments, Etc. Seller and Buyer covenant covenants and agree agrees to remit to the otherremit, 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 Businesses resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Hospital Facilities Businesses 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 on or prior to the Closing Date Date, and the 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 Closing Date. In the event that, following Closing, the Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyer, relating to amounts owing under any such programs by Seller Buyer or any of its Affiliates, Seller shall immediately upon written demand from the Buyer pay to the Buyer the amounts so billed or offset.
Appears in 1 contract
Samples: Asset Purchase Agreement
Misdirected Payments, Etc. Buyer and the Seller and Buyer covenant and agree to remit to the otherremit, 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 Facility resulted in an overpayment or other determination that funds previously paid by any program or plan to the Seller or the Hospital Facilities Facility 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 Closing Date and the 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 Closing Date. In the event that, following Closing, the Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyerthe Seller, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall immediately upon written demand from the Buyer pay to the Buyer the amounts so billed or offset.
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Misdirected Payments, Etc. Seller covenants and agrees and Buyer covenant covenants and agree agrees, to remit to the other, with reasonable 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 Hospital Facilities prior to Closing 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 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 by Buyer after the Closing DateClosing. In the event that, following Closing, Buyer or Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyerit, relating to consisting of amounts owing under any such programs by Seller the other party or any of its Affiliates, Seller the party owing such amounts shall immediately promptly upon demand from Buyer the party suffering such offset pay to Buyer the party suffering such offset the amounts so billed or offset.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)
Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit remit, as soon as practical, to the other, with reasonable promptness, 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 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 after the Closing Date. In the event that, following Closing, Buyer suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyer, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall immediately upon demand from Buyer pay to Buyer the amounts so billed or offset.
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Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit to the otherremit, 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 Medicare, other Payor or any governmental or third-party payor agency 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 Closing Date and Buyer shall be responsible for repayment of said monies moneys (or defense of such actions) if such overpayment or other repayment determination determined was for services rendered after the Closing Date. In the event that, following Closing, Buyer suffers any offsets offset against reimbursement under any third-party payor or reimbursement programs otherwise payable program of any Payor due to Buyer, Buyer relating to amounts owing under any such programs program by Seller or any affiliate of its AffiliatesSeller, Buyer shall promptly notify Seller hereof and Seller shall immediately upon written demand from Buyer within ten (10) Business Days pay to Buyer the amounts so billed or offset.
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Misdirected Payments, Etc. Seller and Buyer covenant and agree to remit to the otherremit, 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 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 after the Closing Date. In the event that, following Closing, Buyer Xxxxx suffers any offsets against reimbursement under any third-party payor or reimbursement programs otherwise payable due to Buyer, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall immediately upon demand from Buyer pay to Buyer the amounts so billed or offset.
Appears in 1 contract
Samples: Asset Purchase Agreement