Common use of THIRD PARTY PAYERS Clause in Contracts

THIRD PARTY PAYERS. (a) Except as set forth on Schedule 3.31 of the Disclosure Schedule, where the Company or its Subsidiaries provide services that are reimbursed by Medicare, Medicaid or any other federal or state health care program (the “Government Programs”), the Company and its Subsidiaries hold any and all material Permits for participation in, and are a party to a valid provider agreement for payment by such Government Programs for the provision of services provided by the Company. The Company and its Subsidiaries are in compliance in all material respects with all conditions of participation in and eligibility requirements for applicable Government Programs. The Company and its Subsidiaries have timely filed with each Governmental Authority all cost reports or similar filings required to be filed by it under federal and state law in connection with its operations, and all such cost reports or similar filings comply in all material respects with applicable legal requirements. Neither the Company nor any of its Subsidiaries has received any notice of any pending or possible investigation of, or loss of participation in any Government Program by, the Company or any of its Subsidiaries. All billing practices by the Company and its Subsidiaries to all third party payers, including the Government Programs and private insurance companies, have been true, fair and correct in all material respects and in material compliance with all applicable laws, regulations and policies of all such third party payers. (b) The Company and its Subsidiaries have no material liabilities to any third party fiscal intermediary or carrier administering any Government Program, directly to the Government Programs or any Governmental Authority or to any other third party payer for the recoupment of any amounts previously paid to the Company or any Subsidiary by any such third party fiscal intermediary, carrier, Government Program or other third party payer. There are no pending and, to the Knowledgeable Sellers’ Knowledge threatened actions by any third party fiscal intermediary, carrier, Government Program or other third party payer to suspend payments to the Company or any Subsidiary. (c) Except as would not be materially adverse to the Company and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has engaged in any activities which are grounds for civil penalties or mandatory or permissive exclusion from Medicare, Medicaid, or any other Government Programs, including the submission of any claim in connection with any referrals that violate any applicable self referral Law or applicable state or local/municipal statutes, including any applicable state anti-kickback Law or any state false claim or fraud claims. Except as would not be materially adverse to the Company and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has knowingly or willfully solicited, received, paid or offered to pay any illegal remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for any referral in violation of any Law.

THIRD PARTY PAYERS. (a) Except as set forth on Schedule 3.31 The Company and any of the Disclosure Schedule, where the Company or its Subsidiaries that provide services that are reimbursed by MedicareMedicaid, Medicaid Medicare or any other federal federal, state or state other health care program sponsored, mandated or maintained by any Governmental Entity (the “Government Programs”), the Company and its Subsidiaries hold any and all material Permits for participation in, and ) are a party to a valid provider agreement Contract for payment by such Government Programs for the provision of services provided by the Company. The Company and its Subsidiaries are in compliance in all material respects with all conditions of participation in and eligibility requirements for applicable Government ProgramsSubsidiaries. The Company and its Subsidiaries have timely filed with each Governmental Authority Program all cost reports or reports, including any interim cost reports, and any similar filings required to be filed by it under federal and state law applicable Laws in connection with its operations, and all such cost reports or similar filings comply in all material respects with applicable legal requirementssuch Laws. Neither the Company nor any of its Subsidiaries has received any notice of any pending or possible investigation of, or loss of participation in any Government Program by, by the Company or any of its Subsidiaries. All billing practices by the Company and its Subsidiaries to all third party payers, including the Government Programs and private insurance companies, have been true, fair and correct in all material respects and in material compliance with all applicable lawsLaws, regulations and policies of all such third party payers. (b) The Company and its Subsidiaries have no material liabilities to any third party fiscal intermediary or carrier administering any Government Program, directly to the Government Programs or any Governmental Authority Entity or to any other third party payer for the recoupment of any amounts previously paid to the Company or any Subsidiary by any such third party fiscal intermediary, carrier, Government Program or other third party payer. There are To the knowledge of the Company, there is no pending and, to the Knowledgeable Sellers’ Knowledge or threatened actions by any third party fiscal intermediary, carrier, Government Program or other third party payer to suspend payments to the Company or any Subsidiary. (c) Except as would not be materially adverse to the Company and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has engaged in any activities which are grounds for civil penalties or mandatory or permissive exclusion from Medicare, Medicaid, or any other Government Programs, including the submission of any claim in connection with any referrals that violate any applicable self referral Law or applicable state or local/municipal statutes, including any applicable state anti-kickback Law or any state false claim or fraud claims. Except as would not be materially adverse to the Company and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has knowingly or willfully solicited, received, paid or offered to pay any illegal remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for any referral in violation of any Law.

THIRD PARTY PAYERS. (a) 3.23.1 Except as set forth on Schedule 3.31 3.23.1, each of the Disclosure Schedule, where the Company or its Subsidiaries provide services that are reimbursed by Medicare, Medicaid or any other federal or state health care program (the “Government Programs”), the Company and its Subsidiaries hold AlphaCare Companies holds any and all material Permits for participation in, and are is a party to a valid provider agreement for payment by such applicable social service payers or applicable Government Programs for the provision of social services or other services provided by as part of the CompanyBusiness. The Company and its Subsidiaries are Without in any way limiting the prior sentence, each service location of each of the AlphaCare Companies is eligible to receive payments pursuant to an applicable Government Program. Each of the AlphaCare Companies is in compliance in all material respects with all conditions of participation in and eligibility requirements for applicable Government Programs. The Company and its Subsidiaries have Each of the AlphaCare Companies has timely filed with each Governmental Authority governmental agency all cost reports or similar filings required to be filed by it under federal and state law in connection with its operations, and all such cost reports or similar filings comply in all material respects with applicable legal requirements. Neither Each of the Company nor any of its Subsidiaries AlphaCare Companies has not received any notice of any pending or possible investigation ofinvestigations by, or loss of participation in any Government Program byin, the Company or any of its Subsidiariesthe Government Programs. All billing practices by each of the Company and its Subsidiaries AlphaCare Companies to all third party payers, including the Government Programs and private insurance companies, have been true, fair and correct in all material respects and in material compliance with all applicable laws, regulations and policies of all such third party payers, and each of the AlphaCare Companies has not billed for or received any payment or reimbursement in excess of amounts allowed by Laws. Except for as set forth on Schedule 3.23.1, neither Seller or the AlphaCare Companies has knowledge of (i) any statutory or regulatory changes or any administrative rulings which would adversely affect the Business or New Business, (ii) any retroactive and/or prospective rate adjustments or pending, or threatened, recapture, offset, recoupment or withholding of payments which would affect the level of program payments received by any of the AlphaCare Companies, and/or (iii) any freezes and/or funding reductions related to payments received by any of the AlphaCare Companies (in connection with services rendered by any of the AlphaCare Companies) from any Government Programs or other third party payors and/or (iv) any currently pending or threatened investigations of any of the AlphaCare Companies by, or loss or suspension of participation in, any Government Programs. None of the AlphaCare Companies have exceeded any cap or ceiling applicable to payments which may be received from any Government Programs during any period. None of the AlphaCare Companies have any obligation to return or refund to any Government Programs or Government Body any payments received in excess of any applicable payment cap or ceiling. (b) The Company and its Subsidiaries 3.23.2 None of the AlphaCare Companies have no material any liabilities to any third party fiscal intermediary or carrier administering any the Government ProgramPrograms, directly to the Government Programs or any Governmental Authority governmental agency or to any other third party payer for the recoupment of any amounts previously paid to any of the Company or any Subsidiary AlphaCare Companies by any such third party fiscal intermediary, intermediary or carrier, Government Program or other third party payer. There are no pending and, to the Knowledgeable Sellers’ Knowledge knowledge of the Seller and the AlphaCare Companies, threatened actions by any third party fiscal intermediary, intermediary or carrier, Government Program or other third party payer to suspend payments to any of the Company or any SubsidiaryAlphaCare Companies. (c) Except as would not be materially adverse 3.23.3 Without in any way limiting the foregoing, each of the AlphaCare Companies has duly filed all required third-party cost reports or similar report required for all periods since the Formation Date and such reports have been filed either on a timely basis or prior to the Company time any penalty could be incurred for failure to file on a timely basis or has provided all information necessary or requested to the organizations through which it provides services. All of such cost reports accurately reflect the information to be included thereon and its Subsidiariesdo not claim, taken as a whole, and none of the CompanyAlphaCare Companies have received, its Subsidiaries or any Seller has engaged reimbursement in any activities excess of the amount provided by law. Schedule 3.23 indicates the cost reports which are grounds for civil penalties or mandatory or permissive exclusion from Medicarehave been audited and finally settled, Medicaidthe status of the cost reports which have not been audited and finally settled, or any other Government Programs, including the submission and a brief description of any claim and all notices of program reimbursement. Each of the AlphaCare Companies has disclosed to Buyer all information relating to facts and circumstances regarding proposed or pending audit adjustments, disallowances, appeals of disallowances, any reserves recorded with respect to filed costs reports and any and all other unresolved claims or disputes in connection with any referrals that violate any applicable self referral Law or applicable state or local/municipal statutes, including any applicable state anti-kickback Law or any state false claim or fraud claimsrespect of such cost reports. Except as would not be materially adverse disclosed to Buyer on Schedule 3.23.3, there are no facts or circumstances that may reasonably give rise to any disallowance under any such cost report. 3.23.4 Without in any way limiting the foregoing provisions contained in this Section 3.23, each of the AlphaCare Companies has provided to and/or obtained from any applicable Government Body all needed Permits necessary to qualify for any Medicare, Medicaid or other Governmental Program payment or reimbursement and is continuing compliance with such Permits or cooperated with the certified organizations through which it provides services (whether a Government Body or otherwise) to the Company extent necessary for such organizations to so qualify and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has knowingly or willfully solicited, received, paid or offered to pay any illegal remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for any referral in violation of any Lawcomply.

THIRD PARTY PAYERS. (a) 3.23.1 Except as set forth on Schedule 3.31 of the Disclosure Schedule3.23.1, where the Company or its Subsidiaries provide services CBH holds all Permits (and such Permits are listed on Schedule 3.5) are all that are reimbursed by Medicare, Medicaid or any other federal or state health care program (the “Government Programs”), the Company and its Subsidiaries hold any and all material Permits necessary for participation in, and are a party to a valid provider agreement for payment by such applicable social service payers or applicable Government Programs for the provision of behavioral health rehabilitation services, partial hospitalization services, social services provided by or other services applicable to the CompanyBusiness (the “Applicable Governmental Programs”). The Without in any way limiting the prior sentence, each service location of each Company and its Subsidiaries are is eligible to receive payments pursuant to a Applicable Government Program. Each Company is in compliance in all material respects with all conditions of participation in and eligibility requirements for applicable Applicable Government Programs. The Neither Company and its Subsidiaries have timely filed has an obligation with each Governmental Authority all an Applicable Government Body or Law to file cost reports or similar filings required to be filed by it under federal and state law in connection with its operations, and all such cost reports or similar filings comply in all material respects with applicable legal requirementsfilings. Neither Company (but only related to the Company nor any of its Subsidiaries Business as to NDTC) has received any notice of any pending or possible investigation ofinvestigations by, or loss of participation in any Government Program byin, the Company or any of its Subsidiariesthe Applicable Government Programs. All billing practices by of each Company related to the Company and its Subsidiaries Business with respect to all third party payers, including the Applicable Government Programs and private insurance companies, have been true, fair and correct in all material respects and in material compliance with all applicable laws, regulations Laws and policies of all such third party payers, and neither Company has billed for or received any payment or reimbursement in excess of amounts allowed by applicable Laws. Except for as set forth on Schedule 3.23.1, neither of the Companies nor the Shareholder have knowledge of (i) any statutory or regulatory changes or any administrative rulings which would adversely affect the Business, (ii) any retroactive and/or prospective rate adjustments or pending, or threatened, recapture, offset, recoupment or withholding of payments which would affect the level of program payments received by either Company, and/or (iii) any freezes and/or funding reductions related to payments received by either Company (in connection with services rendered by either Company) from any Government Programs applicable to the Business or other third party payors and/or (iv) any currently pending or threatened investigations of either Company by, or loss or suspension of participation in, any Applicable Government Programs. There are, and there have been, no caps or ceilings applicable to payments related to the Business. (b) The 3.23.2 Neither Company and its Subsidiaries have no material liabilities has any Obligation to any third party fiscal intermediary or carrier administering any the Applicable Government ProgramPrograms, directly to the such Government Programs or any Governmental Authority Government Body or to any other third party payer for the recoupment of any amounts previously paid to either Company related to the Company or any Subsidiary Business by any such third party fiscal intermediary, intermediary or carrier, such Government Program or other third party payer, except for such non-material adjustments as may exist from time to time in the ordinary course of business. Currently, there are no such adjustments outstanding. There are no pending and, to the Knowledgeable Sellers’ Knowledge knowledge of the Companies and the Shareholder, threatened actions by any third party fiscal intermediary, intermediary or carrier, Applicable Government Program or other third party payer to suspend payments to the either Company or any Subsidiary. (c) Except as would not be materially adverse related to the Company and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has engaged in any activities which are grounds for civil penalties or mandatory or permissive exclusion from Medicare, Medicaid, or any other Government Programs, including the submission of any claim in connection with any referrals that violate any applicable self referral Law or applicable state or local/municipal statutes, including any applicable state anti-kickback Law or any state false claim or fraud claims. Except as would not be materially adverse to the Company and its Subsidiaries, taken as a whole, none of the Company, its Subsidiaries or any Seller has knowingly or willfully solicited, received, paid or offered to pay any illegal remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for any referral in violation of any LawBusiness.