Common use of Payor Participation Clause in Contracts

Payor Participation. All of the Remaining Subsidiaries (i) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program and such other similar Federal, State or local reimbursement or governmental programs for which the Remaining Subsidiaries are eligible (including “Federal Health Care Programs” as defined in 42 U.S.C. §1320a-7b(f)), are referred to collectively as the “Governmental Programs”); (ii) currently participate in the Governmental Programs pursuant to provider agreements (the “Provider Agreements”) and receive payments from private, nongovernmental programs (including any private insurance program) (such private, nongovernmental programs are referred to collectively as “Private Programs”); (iii) are in good standing with the Governmental Programs and Private Programs; and (iv) have no outstanding overpayments or refunds due to Governmental Programs or Private Programs, individually in excess of Seventy-Five Thousand Dollars ($75,000), or in the aggregate in excess of Two Hundred Twenty-five Thousand Dollars ($225,000). The Remaining Subsidiaries have timely filed all claims and reports required to be filed prior to the date hereof with respect to the Governmental Programs and Private Programs, all fiscal intermediaries and/or carriers and other insurance carriers, and all such claims and reports are complete and accurate in all material respects. Schedule 7.22 sets forth a correct and complete list of all additional document requests made by Governmental Programs or Private Programs to which the Remaining Subsidiaries have not responded, and all denials of claims currently being appealed by the Remaining Subsidiaries. The Remaining Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts, or adjustments that have become due pursuant to such claims and reports, have not claimed or received reimbursements from Governmental Programs or Private Programs in excess of amounts permitted by applicable Law, and are not subject to any rights of offset and, to HMA’s knowledge, have no liability under any Governmental Program or Private Program other than any refund, overpayment, discount, or adjustment that occurs in the Ordinary Course of Business. Except as disclosed in Schedule 7.22, since December 31, 2008, no Remaining Subsidiary has been audited, surveyed, or otherwise examined in connection with any Governmental Program or Private Program.

Payor Participation. All of the Remaining Subsidiaries (i) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program and such other similar Federal, State or local reimbursement or governmental programs for which the Remaining Subsidiaries are eligible (including “Federal Health Care Programs” as defined in 42 U.S.C. §1320a-7b(f)), are referred to collectively as the “Governmental Programs”); (ii) currently participate in the Governmental Programs pursuant to provider agreements (the “Provider Agreements”) and receive payments from private, nongovernmental programs (including any private insurance program) (such private, nongovernmental programs are referred to collectively as “Private Programs”); (iii) are in good standing with the Governmental Programs and Private Programs; and (iv) have no outstanding overpayments or refunds due to Governmental Programs or Private Programs, individually in excess of Seventy-Five Thousand Dollars ($75,000)75,000.00, or in the aggregate in excess of Two Hundred Twenty-five Thousand Dollars ($225,000)500,000.00. The Remaining Subsidiaries have timely filed all claims and reports required to be filed prior to the date hereof with respect to the Governmental Programs and Private Programs, all fiscal intermediaries and/or carriers and other insurance carriers, and all such claims and reports are complete and accurate in all material respects. Schedule 7.22 5.22 sets forth for a correct and complete list of all additional document requests made by Governmental Programs or Private Programs to which the Remaining Subsidiaries have not responded, and all denials of claims currently being appealed by the Remaining Subsidiaries. The Remaining Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts, or adjustments that have become due pursuant to such claims and reports, have not claimed or received reimbursements from Governmental Programs or Private Programs in excess of amounts permitted by applicable Law, and are not subject to any rights of offset and, to HMAthe Company’s knowledge, have no liability under any Governmental Program or Private Program other than any refund, overpayment, discount, or adjustment that occurs in the Ordinary Course of Business. Except as disclosed in Schedule 7.225.22, since December 31, 20082007, no Remaining Subsidiary has been audited, surveyed, or otherwise examined in connection with any Governmental Program or Private Program.

Payor Participation. All of the Remaining Subsidiaries (a) The Company (i) are certified is eligible for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program Program, and such other similar Federal, State federal or local state reimbursement or governmental health care programs for which the Remaining Subsidiaries are Company is eligible and participates (including “Federal Health Care Programshealth care programs” as defined in 42 U.S.C. §§ 1320a-7b(f)), ) are referred to collectively as the “Governmental Programs”); , (ii) currently participate participates in the Governmental Programs pursuant to provider agreements (the “Provider Agreements”) agreements, as required under applicable Health Care Laws, and receive payments from in private, nongovernmental programs non-Governmental Programs (including any private insurance program) under which the Company directly or indirectly is presently receiving payments (such private, nongovernmental programs non-Governmental Programs are referred to collectively as “Private Programs”); , (iii) are is in good standing with the Governmental Programs and Private Programs; Programs and (iv) have to the Knowledge of the Company, has no outstanding overpayments or refunds due to Governmental Programs or Private Programs, individually Programs in excess of Seventy-Five Thousand Dollars ($75,000)250,000, or except those occurring in the aggregate in excess ordinary course of Two Hundred Twenty-five Thousand Dollars ($225,000)business. The Remaining Subsidiaries have Company has timely filed all claims and reports required to be filed prior to the date hereof with respect to the Governmental Programs and Private Programs, all fiscal intermediaries and/or carriers and other insurance carriers, and all such claims and reports are complete and accurate and have been prepared in all material respectscompliance with applicable Laws governing reimbursement and payment claims, except, in each case, where such non-compliance would not have a Material Adverse Effect on the Company. Schedule 7.22 sets forth a correct Accurate and complete list copies of all such claims and reports for the years 2013, 2014, and 2015 year-to-date have been provided to Buyer. (b) To the Knowledge of the Company, other than immaterial document requests received in the ordinary course of business, there are no additional document requests made by Governmental Programs or Private Programs to which the Remaining Subsidiaries have Company has not responded. Other than claims appeals being appealed by the Company as set forth in Schedule 4.25(b) or such appeals in the ordinary course of business and that do not exceed, and all in the aggregate, $100,000 associated with any single Governmental Program (e.g., Medicare Part B) or Private Program, there are no denials of claims that are currently being appealed by the Remaining SubsidiariesCompany. The Remaining Subsidiaries have paid or caused to be paid all known and undisputed refundsTo the Knowledge of the Company, overpayments, discounts, or adjustments that have become due pursuant to such claims and reports, have the Company (i) has not claimed or received reimbursements from Governmental Programs or Private Programs in excess of the amounts permitted by applicable Law, Law and are not subject to any rights of offset and, to HMA’s knowledge, have (ii) has no liability under any Governmental Program or Private Program Program, other than any refund, overpayment, discount, discount or adjustment that occurs in the Ordinary Course ordinary course of Businessbusiness. Except as disclosed For the avoidance of doubt, for purposes of this Section 4.25(b) and Section 4.25(c), the following shall not be considered an “appeal”: the resubmission of any claim or claims for initial payment in Schedule 7.22, since December 31, 2008, no Remaining Subsidiary has been audited, surveyed, or otherwise examined in connection with the ordinary course of business to any Governmental Program or Private ProgramProgram including the resubmission of claims, for the purpose of providing additional supporting documentation. (c) Except as set forth on Schedule 4.25(c), there are no pending appeals, adjustments, challenges, Actions or notices of intent to audit and, to the Knowledge of the Company, no audits or inquiries with respect to prior claims or reports, except for such appeals or individual claim denials that occur in the ordinary course of business and that would not have a Material Adverse Effect on the Company.

Payor Participation. All of the Remaining Subsidiaries (ia) are certified Schedule 4.12 sets forth, for each Acquired Company, each Acquired Company’s eligibility and certification for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program Program, and such other similar Federal, State federal or local state reimbursement or governmental health care programs for which the Remaining Subsidiaries are such Acquired Company is eligible (including “Federal Health Care Programshealth care programs” as defined in 42 U.S.C. §§ 1320a-7b(f)), ) are referred to collectively as the “Governmental Programs”); . Each Acquired Company, as applicable, (iii) currently participate participates in the such Governmental Programs pursuant to provider agreements (the “Provider Agreements”) and receive payments from in private, nongovernmental programs non-Governmental Programs (including any private insurance program) under which such Acquired Company directly or indirectly is presently receiving payments (such private, nongovernmental programs non-Governmental Programs are referred to collectively as “Private Programs”); (iiiii) are is in good standing with the such Governmental Programs and Private Programs; and (iviii) have to Seller’s Knowledge, has no outstanding overpayments or refunds due to such Governmental Programs or Private Programs, individually Programs in excess of Seventy-Five Thousand Dollars ($75,000)25,000, or except those occurring in the aggregate in excess ordinary course of Two Hundred Twenty-five Thousand Dollars ($225,000)business. The Remaining Subsidiaries have Each Acquired Company has timely filed all claims and reports required to be filed prior to the date hereof with respect to the Governmental Programs and Private Programs, all fiscal intermediaries and/or carriers and other insurance carriers, and all such claims and reports are complete and accurate in all material respects. Schedule 7.22 sets forth a correct respects and complete list of all have been prepared in material compliance with applicable Laws governing reimbursement and payment claims. (b) There are no additional document requests made by Governmental Programs or Private Programs to which the Remaining Subsidiaries have any Acquired Company has not responded, responded and all no denials of claims are currently being appealed by the Remaining Subsidiariesany Acquired Company. The Remaining Subsidiaries have Each Acquired Company has paid or caused to be paid all known and undisputed refunds, overpayments, discounts, discounts or adjustments that have become due pursuant to such claims and reports, have has not claimed or received reimbursements from Governmental Programs or Private Programs in excess of the amounts permitted by applicable Law, and are not subject to any rights of offset Law and, to HMASeller’s knowledgeKnowledge, have has no liability under any Governmental Program or Private Program Program, other than any refund, overpayment, discount, discount or adjustment that occurs in the Ordinary Course ordinary course of business. (c) There are no pending appeals, proceedings or notices of intent to audit and, to Seller’s Knowledge no audits, adjustments, challenges, or inquiries with respect to such prior claims or reports, except for such appeals or individual claim denials that occur in the ordinary course of business and that are not material to the operations of the Business. Except as disclosed in Schedule 7.22During the six (6) year period ending on the date hereof, since December 31, 2008, no Remaining Subsidiary none of the Acquired Companies has been audited, surveyed, surveyed or otherwise examined in connection with any Governmental Program or Private Program.

Payor Participation. All of the Remaining Subsidiaries (a) (i) are Each Company Entity is eligible and certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program Program, and such other similar Federal, State federal or local state reimbursement or governmental health care programs for which the Remaining Subsidiaries Company Entities are eligible (including “Federal Health Care Programshealth care programs” as defined in 42 U.S.C. §§ 1320a-7b(f)), ) are referred to collectively as the “Governmental Programs”); , (ii) each Company Entity currently participate participates in the Governmental Programs pursuant to provider agreements (the “Provider Agreements”) and receive payments from in private, nongovernmental programs non-Governmental Programs (including any private insurance program) under which any Company Entity directly or indirectly is presently receiving payments (such private, nongovernmental programs non-Governmental Programs are referred to collectively as “Private Programs”); , (iii) are each Company Entity is in good standing with the Governmental Programs and Private Programs; , and (iv) have no Company Entity has any outstanding overpayments or refunds due to Governmental Programs or Private Programs, individually in excess of Seventy-Five Thousand Dollars ($75,000), or except those occurring in the aggregate in excess Ordinary Course of Two Hundred Twenty-five Thousand Dollars ($225,000)Business. The Remaining Subsidiaries have Each Company Entity has timely filed all claims and reports required to be filed prior to the date hereof with respect to the Governmental Programs and Private Programs, all fiscal intermediaries and/or carriers and other insurance carriers, and all such claims and reports are complete and accurate in all material respects. Schedule 7.22 sets forth a correct respects and complete list of all have been prepared in material compliance with Applicable Laws governing reimbursement and payment claims. (b) There are no material additional document requests made by Governmental Programs or Private Programs to which the Remaining Subsidiaries have any Company Entity has not responded, responded and all no material denials of claims are currently being appealed by the Remaining Subsidiariesany Company Entity. The Remaining Subsidiaries have Each Company Entity has paid or caused to be paid all known and undisputed refunds, overpayments, discounts, discounts or adjustments that have become due pursuant to such claims and reports, have has not claimed or received reimbursements from Governmental Programs or Private Programs in excess of the amounts permitted by applicable Law, and are not subject to any rights of offset Applicable Law and, to HMA’s knowledgethe Knowledge of Sellers, have has no liability Liability under any Governmental Program or Private Program Program, other than any refund, overpayment, discount, discount or adjustment that occurs in the Ordinary Course of Business. Except as disclosed in Schedule 7.22. (c) There are no pending appeals, since December 31adjustments, 2008challenges, Proceedings or notices of intent to audit and, to the Knowledge of Sellers, no Remaining Subsidiary audits or inquiries with respect to such prior claims or reports, except for such appeals or individual claim denials that occur in the Ordinary Course of Business and that are not material to the operations of the Business. None of the Company Entities has received notice that the Company Entities has been audited, surveyed, surveyed or otherwise examined in connection with any Governmental Program or Private Program.

Payor Participation. All of the Remaining Subsidiaries (ia) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) The Seller and the TRICARE Program (Business participate in the Medicaid and Medicare and Medicaid Programs, the TRICARE Program Program, and such other similar Federal, State or local federal and state reimbursement or and governmental health care programs for which the Remaining Subsidiaries are eligible (including “Federal Health Care Programshealth care programs” as defined in 42 U.S.C. §1320a-7b(f1320a 7b(f)), are referred to collectively as the ) (“Governmental Government Programs”); (ii) currently participate in the Governmental Programs pursuant to provider agreements (the “Provider Agreements”) and receive payments from in private, nongovernmental non-governmental programs (including any private insurance program) under which such Persons directly or indirectly are receiving or have received payments (such private, nongovernmental non-governmental programs are referred to collectively to, collectively, as the “Private Programs” and, together with the Government Programs, the “Payor Programs”); (iii) . The Seller and the Business are in good standing with the Governmental Government Programs and the Private Programs; Programs with which it participates, and (iv) have no neither the Seller nor the Business has any outstanding overpayments or refunds due to Governmental Programs any Government Program or any Private Programs, individually in excess of Seventy-Five Thousand Dollars ($75,000), or except those occurring in the aggregate in excess Ordinary Course of Two Hundred Twenty-five Thousand Dollars Business. ($225,000). b) The Remaining Subsidiaries have Seller has timely filed all claims and reports required to be filed prior to the date hereof of this Agreement and the Effective Time with respect to the Governmental Programs and Private Payor Programs, all fiscal intermediaries and/or carriers carriers, and other insurance carriers, and all such claims and reports are complete and accurate in all material respects. Schedule 7.22 sets forth a correct respects and complete list have been prepared in material compliance with Laws and contractual obligations of all additional document requests made by Governmental such Payor Programs or Private Programs to which the Remaining Subsidiaries have not responded, governing reimbursement and payment claims and all denials of claims currently being appealed by the Remaining Subsidiaries. such Permits are identified on Schedule 4.14. (c) The Remaining Subsidiaries have Seller has paid or caused to be paid all known and undisputed refunds, overpayments, discounts, discounts or adjustments that have become due pursuant to such claims and reports, have not claimed or received reimbursements from Governmental Programs or Private Payor Programs in excess of the amounts permitted by applicable Law, and are not subject to any rights of offset and, to HMA’s knowledge, have no liability Liability under any Governmental Program or Private Program Payor Program, other than any refund, overpayment, discount, discount or adjustment that occurs in the Ordinary Course of Business. (d) There are no pending or, to the Knowledge of the Seller, threatened appeals, adjustments, challenges, proceedings or notices of intent to audit with respect to the Seller or the Business. Except as disclosed in Schedule 7.22, since December 31, 2008, no Remaining Subsidiary The Seller has not been audited, surveyed, or otherwise examined in connection with any Governmental Program Payor Program, excluding regular credentialing or Private accreditation activities that occur in the Ordinary Course of Business. (e) Seller has not received notice that Seller or the Business or any Engaged Professional is subject to any restriction or limitation on the receipt of payment under any Government Program. Seller is a “provider” with valid and current provider agreements and with one or more provider numbers with the Government Programs through intermediaries. (f) Nxxxxxx Xxxxxx, nor any owner, partner, employee, officer or director of Seller, any Engaged Professional or any independent contractor of Seller, has been (i) excluded from participating in any Government Programs, (ii) subject to sanction pursuant to 42 U.S.C. §1320a-7a or 1320a-8, or (iii) convicted of a crime described at 42 U.S.C. §1320a-7b.