Common use of Third Party Payor Reimbursement Clause in Contracts

Third Party Payor Reimbursement. All billing practices of Greystone and its Subsidiaries with respect to the Greystone Facilities and the Greystone Management Properties, including practices with respect to Government Programs and private insurance companies, have been in compliance with all applicable Laws, regulations and policies of such Third Party Payors, except for any such noncompliances that have not been and would not reasonably be expected to be, individually or in the aggregate, material to Greystone and its Subsidiaries, taken as a whole. Except as set forth on Section 3.21 of the Greystone Disclosure Letter, since January 1, 2012: (a) none of Greystone or any of its Subsidiaries has received written notice that Greystone or any of its Subsidiaries has billed or received any payment or reimbursement that exceeds the amounts permitted by applicable Law by more than $1,500,000 individually, or $3,000,000 in the aggregate, except to the extent cured or corrected and all penalties or interest discharged in connection with such cure or correction and except for settling allowed amounts in the ordinary course of business; (b)none of Greystone or any of its Subsidiaries has received written notice regarding a violation of or failure to comply with the billing requirements of a Government Program; and (c) there is no pending, nor to the Knowledge of Greystone, any threatened, billing-related recoupment, proceeding or investigation under the Medicare or Medicaid program involving either Greystone or any of its Subsidiaries, or any person who is an officer or director of Greystone or any of its Subsidiaries, except in each case in clauses (b) and (c) where the result of such proceeding or investigation have not been or would not reasonably be expected to be, individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a whole.

Third Party Payor Reimbursement. All billing practices of Greystone the Company and its Subsidiaries with respect to the Greystone Company Facilities and the Greystone Company Management Properties, including practices with respect to the Government Programs (as defined below) and private insurance companies, have been in compliance with all applicable Lawslaws, regulations and policies of such Third Party Payorsthird party payors and Government Programs, except for where any such noncompliances that have failure to be in compliance has not been had and would not reasonably be expected to behave, individually or in the aggregate, material to Greystone and its Subsidiaries, taken as a wholeCompany Material Adverse Effect. Except as set forth on Section 3.21 3.25 of the Greystone Company Disclosure Letter, since January 1December 31, 2012: 2010, (ai) none of Greystone the Company or any of its Subsidiaries has received written notice that Greystone the Company or any of its Subsidiaries has billed or received any payment or reimbursement that exceeds the amounts permitted by applicable Law by more than $1,500,000 10,000 individually, or $3,000,000 100,000 in the aggregate, except to the extent cured or corrected and all penalties or interest discharged in connection with such cure or correction and except for settling allowed amounts in the ordinary course of business; (b)none ii) none of Greystone the Company or any of its Subsidiaries has received written notice regarding a violation of or failure to comply with the billing requirements of a Government Program; and (ciii) there is no pending, nor to the Knowledge of Greystonethe Company, any threatened, billing-related recoupment, proceeding or investigation under the Medicare or Medicaid [AGREEMENT AND PLAN OF MERGER] program involving either Greystone the Company or any of its Subsidiaries, or any person who is an officer or director of Greystone the Company or any of its Subsidiaries, except in each the case in clauses of (bii) and (ciii) where any violation or failure to be in compliance, or the result of such proceeding or investigation have investigation, has not been or had and would not reasonably be expected to behave, individually or in the aggregate, material a Company Material Adverse Effect. For purposes of this Agreement, “Government Programs” shall refer to Sonoma Title XVIII (“Medicare”) and its SubsidiariesTitle XIX (“Medicaid”) of the Social Security Act, taken as a wholeCHAMPUS, TRICARE and other federal, state or local governmental reimbursement programs, or successor programs to any of the above.

Third Party Payor Reimbursement. All billing practices of Greystone Sonoma and its Subsidiaries with respect to the Greystone Sonoma Facilities and the Greystone Sonoma Management Properties, including practices with respect to Government Programs and private insurance companies, have been in compliance with all applicable Laws, regulations and policies of such Third Party Payors, except for any such noncompliances that have not been and would not reasonably be expected to be, individually or in the aggregate, material to Greystone Sonoma and its Subsidiaries, taken as a whole. Except as set forth on Section 3.21 2.21 of the Greystone Sonoma Disclosure Letter, since January 1, 2012: (a) none of Greystone Sonoma or any of its Subsidiaries has received written notice that Greystone Sonoma or any of its Subsidiaries has billed or received any payment or reimbursement that exceeds the amounts permitted by applicable Law by more than $1,500,000 500,000 individually, or $3,000,000 1,000,000 in the aggregate, except to the extent cured or corrected and all penalties or interest discharged in connection with such cure or correction and except for settling allowed amounts in the ordinary course of business; (b)none b) none of Greystone Sonoma or any of its Subsidiaries has received written notice regarding a violation of or failure to comply with the billing requirements of a Government Program; and (c) there is no pending, nor to the Knowledge of GreystoneSonoma, any threatened, billing-related recoupment, proceeding or investigation under the Medicare or Medicaid program involving either Greystone Sonoma or any of its Subsidiaries, or any person who is an officer or director of Greystone Sonoma or any of its Subsidiaries, except in each case in clauses (b) and (c) where the result of such proceeding or investigation have not been or would not reasonably be expected to be, individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a whole.

Third Party Payor Reimbursement. All billing practices of Greystone Parent and its Subsidiaries with respect to the Greystone Facilities and the Greystone Management PropertiesParent Facilities, including practices with respect to the Government Programs (as defined below) and private insurance companies, have been in compliance with all applicable Lawslaws, regulations and policies of such Third Party Payorsthird party payors and Government Programs, except for where any such noncompliances that have failure to be in compliance has not been had and would not reasonably be expected to behave, individually or in the aggregate, material to Greystone and its Subsidiaries, taken as a wholeParent Material Adverse Effect. Except as set forth on Section 3.21 4.25 of the Greystone Parent Disclosure Letter, since January 1December 31, 2012: 2010, (ai) none of Greystone Parent or any of its Subsidiaries has received written notice that Greystone Parent or any of its Subsidiaries has billed or received any payment or reimbursement that exceeds the amounts permitted by applicable Law by more than $1,500,000 10,000 individually, or $3,000,000 in the aggregate, except to the extent cured or corrected and all penalties or interest discharged in connection with such cure or correction and except for billing and settling allowed amounts in the ordinary course of business; , (b)none ii) none of Greystone Parent or any of its Subsidiaries has received written notice regarding a material violation of or failure to comply with the billing requirements of a Government Program; and (ciii) there is no pending, nor to the Knowledge of GreystoneParent, any threatened, billing-related recoupment, material proceeding or investigation under the Medicare or Medicaid program involving either Greystone Parent or any of its Subsidiaries, or any person who is an officer or director of Greystone Parent or any of its Subsidiaries, except in each the case in clauses of (bii) and (ciii) where any violation or failure to be in compliance, or the result of such proceeding or investigation have investigation, has not been or had and would not reasonably be expected to behave, individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a wholeParent Material Adverse Effect.