Participation in Audits Sample Clauses

Participation in Audits. Except as set forth in Schedule 2.29, the Practice has not been informed of any Recoupment Claims (as hereinafter defined) arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies. There is no basis for any Recoupment Claims based upon cost reports, claims or bills submitted or to be submitted in connection with services rendered by the Practice. For purposes of this Section 2.29 the term “Recoupment Claim” shall mean any recoupment or overpayment, set-off, penalty or fine pending or threatened by any third-party payor or governmental authority having jurisdiction over the Practice for amounts arising from or related to payments to the Practice for services rendered prior to the Closing Date.
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Participation in Audits. Except as set forth in Schedule 2.28, no Unipath Entity has been informed of any Recoupment Claims (as hereinafter defined) arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies. To the best of the knowledge of each Seller, there is no basis for any Recoupment Claims based upon cost reports, claims or bills submitted or to be submitted in connection with services rendered by any Unipath Entity or Seller. For purposes of this Section 2.28 the term "Recoupment Claim" shall mean any recoupment or overpayment, set-off, penalty or fine, pending or, to the knowledge of each Unipath Entity and each Seller, threatened by any third-party payor or governmental authority having jurisdiction over any Unipath Entity for amounts arising from or related to payments to any Unipath Entity for services rendered prior to the Closing.
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Participation in Audits. Except as set forth in SCHEDULE 2.29, the Companies have not been informed of any Recoupment Claims (as hereinafter defined) arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies. To the best of the knowledge of the Companies and the Sellers there is no basis for any Recoupment Claims
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Participation in Audits. Except as set forth in SCHEDULE 2.30, Seller has not been informed of any Recoupment Claims (as hereinafter defined) arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies. To the best of the knowledge of Seller, there is no basis for any Recoupment Claims based upon cost reports, claims or bills submitted or to be submitted in connection with services rendered by Seller. For purposes of this SECTION 2.30 the term "RECOUPMENT CLAIM" shall mean any recoupment or overpayment, set-off, penalty or fine, pending or to the knowledge of Seller threatened by any third-party payor or governmental authority having jurisdiction over Seller for amounts arising from or related to payments to Seller for services rendered prior to the Closing.
Sample 1
Participation in Audits. DAP has not been informed of any Recoupment Claims (as hereinafter defined) arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies. To the best of the knowledge of DAP and the Sellers there is no basis for any Recoupment Claims based upon cost reports, claims or bills submitted or to be submitted in connection with services rendered by DAP. For purposes of this Section 2.33 the term "Recoupment Claim" shall mean any recoupment or overpayment, set-off, penalty or fine, pending or to the knowledge of DAP and the Sellers threatened by any third-party payor or governmental authority having jurisdiction over DAP for amounts arising from or related to payments to DAP for services rendered prior to the Closing.
Sample 1
Participation in Audits. Such Seller has not been informed of any Recoupment Claims arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies other than in the ordinary course of business consistent with past practice. To the knowledge of such Seller, there is no basis for any Recoupment Claims based upon cost reports, claims or bills submitted or to be submitted in connection with services rendered by such Seller.
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Participation in Audits. The Lenders shall have the right to participate in the field audits provided for in Section 8.12 on a rotating basis.
Sample 1
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Participation in Audits. The Shareholder may elect to direct, through counsel chosen by the Shareholder, any audit, administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought (any such audits or proceedings relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If the Shareholder elects to direct the Contest of an asserted Tax liability, the Shareholder shall within ninety (90) calendar days after receipt of written notice of the asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall fully cooperate in each phase of such Contest. If the Shareholder elects not to direct the Contest or the Shareholder fails to notify the Purchaser of its election as herein provided, the Purchaser may pay, compromise or contest, at its own expense, such asserted liability and seek indemnification therefore pursuant to Article XI. However, in such case, the Purchaser and each affected Company may not settle or compromise any asserted Tax liability without first giving written notice to the Shareholder of the terms of such settlement or compromise and receiving the written Consent of the Shareholder to such settlement or compromise; provided, however, that consent to such settlement or compromise shall not be unreasonably withheld by the Shareholder. In any event, each of the Purchaser and the Shareholder shall have the right to attend and participate, at its own expense, in the Contest. If the Shareholder chooses to direct the Contest, the Purchaser and any affected Company shall promptly empower (by power of attorney and such other documentation as may be appropriate) such representatives of the Shareholder as the Shareholder may designate to represent the relevant entity or any successor thereto in the Contest insofar as the Contest involves an asserted Tax liability for which the Shareholder would be liable under this Section 7.11 or Article XI. (l)
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Participation in Audits. Except as set forth in Schedule 2.29, Gulf Coast has not been informed of any Recoupment Claims (as hereinafter defined) arising in connection with audits or reviews conducted by Medicaid, Medicare or private insurance companies. To the best knowledge of Gulf Coast and the Sellers there is no basis for any Recoupment Claims based upon cost reports, claims or bills submitted or to be submitted in connection with services rendered by Gulf Coast. For purposes of this Section 2.29 the term "Recoupment Claim" shall mean any recoupment or overpayment, set-off, penalty or fine, pending or to the knowledge of Gulf Coast and the Sellers threatened by any third-party payor or governmental authority having jurisdiction over Gulf Coast for amounts arising from or related to payments to Gulf Coast for services rendered prior to the Closing.
Sample 1

Related to Participation in Audits

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • Participation in Litigation Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

  • Participation in Other Plans Nothing contained in this Agreement shall be construed to alter, abridge, or in any manner affect the rights and privileges of the Executive to participate in and be covered by any pension, profit-sharing, group insurance, bonus or any other employee plan or plans which the Corporation may have or hereafter have.

  • Joint Participation in Drafting Each party to this Agreement has participated in the negotiation and drafting of this Agreement and the other Transaction Documents. As such, the language used herein and therein shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party to this Agreement.

  • No Participation in Management No Limited Partner (other than a General Partner if it has acquired an interest of a Limited Partner) shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

  • Reimbursement and Participations (a) The Borrower hereby unconditionally agrees to pay to the Issuing Bank immediately on demand at the Principal Office all amounts required to pay all drafts drawn or purporting to be drawn under the Letters of Credit and all reasonable expenses incurred by the Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by SECTION 2.1 and Swing Line Loans if permitted by SECTION 2.4) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit. The Issuing Bank may charge any account the Borrower may have with it for any and all amounts the Issuing Bank pays under a Letter of Credit, plus charges and reasonable expenses as from time to time agreed to by the Issuing Bank and the Borrower; provided that to the extent permitted by SECTION 2.1(c)(iii) and SECTION 2.4, amounts shall be paid pursuant to Advances under the Revolving Credit Facility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees to pay the Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

  • Electronic Participation in Plan The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

  • Requirements for Participation in Underwritten Offerings No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

  • Company Participation Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

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