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.
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.
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.
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.
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.
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.
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.
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.
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
