Surveys; Deficiencies Sample Clauses

Surveys; Deficiencies. Existing Operator shall be responsible for and shall bear all costs and expenses incurred in connection with any Facility reports, statements of deficiencies, plans of correction, and audits (collectively, “Licensing and Certification Surveys”) conducted or relating to periods of service prior to the Closing, including the costs and expenses of implementing any plans of corrections relating to such Licensing and Certification Surveys. New Operator shall be responsible for and shall bear all costs and expenses incurred in connection with any Licensing and Certification Surveys conducted or related to a period on or after the Closing for periods of service after the Closing. Existing Operator shall be responsible for the payment of all fines and penalties imposed by any governmental or quasi-Governmental Authority which fines and penalties arise in connection with any Licensing and Certification Surveys occurring prior to the Closing Date including implementing any plans of corrections relating to such Licensing and Certification Surveys, with respect to the Facility after Closing. Existing Operator shall assist New Operator in establishing any plans of correction or other responses to be submitted by New Operator after the Closing Date for Licensing and Certification Surveys that relate to events or circumstances occurring prior to the Closing Date within the time allowed for such submissions; provided, however, New Operator’s determination as to such plans of correction or other submissions shall be controlling and, except for fines and penalties that are the responsibility of Existing Operator as set forth in this Section 1.11, Existing Operator shall be responsible for and bear all costs and expenses as a result of implementing such plans of correction or other submissions. New Operator shall not be required to consummate the Closing if a Facility is Out of Compliance as of the Effective Date. As used herein, “Out of Compliance” shall mean any with respect to the Facility: (i) a finding by the applicable Governmental Authority of one or more deficiencies at a Facility at a “level IJ” or above in either (A) its most recent standard or complaint survey finding that the Facility is not in substantial compliance, or (B) any prior survey that includes a finding which requires a resurvey, which resurvey has not taken place, that a Facility was not in substantial compliance; or (ii) a denial of a Facility’s right to admit patients or to receive Medicare or Medi...