Common use of Third Party Reimbursements Clause in Contracts

Third Party Reimbursements. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have obtained and maintained all provider agreements, certifications, and authorizations required from any Governmental Authority and nongovernmental payor, or any entity acting on behalf of such Governmental Authority or nongovernmental payor, private insurer, health maintenance organization, preferred provider organization, other prepaid plan, health care service plan or other Third Party payor, under any Applicable Law (collectively, “Payors”) and have obtained and maintained eligibility and good standing for reimbursement from such Payor. There is no Proceeding pending or, to the knowledge of the Company, threatened by any Governmental Authority or nongovernmental Payor that, individually or in the aggregate, are or would reasonably be expected to have a Material Adverse Effect on the Company, with respect to (i) any alleged violation by the Company or any of its Subsidiaries of any Applicable Law, Order, policy or guideline of any Governmental Authority or nongovernmental Payor involving or relating to participation in any such Payor’s reimbursement program or eligibility to receive payment; or (ii) any revocation, cancellation, rescission, modification, or refusal to renew any agreements, certifications, or authorization of any Payor. Since December 31, 2008, no material Payor agreement has been revoked, cancelled, terminated, rescinded, modified or been subject to a refusal to renew. The Company and its Subsidiaries have paid or made provision to pay any overpayment received from any Payor and any similar obligation with respect to reimbursement programs in which the Company or any of its Subsidiaries participates (each of which is reflected in the Company Balance Sheet). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each long-term acute care hospital (“LTCH”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(e). Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Authority of any pending or threatened Proceedings or surveys (other than surveys conducted in the ordinary course of business) specifically with respect to any LTCH’s status as a long-term care hospital under 42 CFR §412.23(e). To the knowledge of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any LTCH is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason to believe that each LTCH will not continue to meet all existing requirements necessary to be met in order for such LTCH to qualify as a long-term acute care hospital under 42 CFR §412.23(e). No LTCH is subject to the special payment provisions for long-term care hospitals specified in 42 CFR §§ 412.534 and 412.536. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each inpatient rehabilitation facility (“IRF”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(b). Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Authority of any pending or threatened Proceedings or surveys (other than surveys conducted in the ordinary course of business) specifically with respect to any IRF’s status as a inpatient rehabilitation facility under 42 CFR §412.23(b). To the knowledge of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any IRF is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason to believe that each IRF will not continue to meet all existing requirements necessary to be met in order for such IRF to qualify as a inpatient rehabilitation facility under 42 CFR §412.23(b). (d) Section 3.23(d) of the Company Disclosure Schedule lists the Medicare and Medicaid cost reports duly filed by the Company and each of its Subsidiaries covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (i) audited but not fully settled and (ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports.

Third Party Reimbursements. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the The Company, the Company and its Subsidiaries and the Hospital Joint Ventures have obtained and maintained all material provider agreements, certifications, and authorizations required from any Governmental Authority and nongovernmental payor, or any entity acting on behalf of such Governmental Authority or nongovernmental payor, private insurer, health maintenance organization, preferred provider organization, other prepaid plan, health care service plan or other Third Party payor, under any Applicable Law third party payor (collectively, “Payors”) to xxxx and collect for their services and have obtained and maintained eligibility and good standing for reimbursement from such Payor. There The Company, its Subsidiaries and the Hospital Joint Ventures have paid or made provision to pay any overpayment received from any Payor and any similar obligation with respect to other reimbursement programs in which the Company, any of its Subsidiaries or any of the Hospital Joint Ventures participates (each of which is no Proceeding pending orreflected in the Financial Statements), to except for routine adjustments made in the knowledge ordinary course of business that are consistent with historical practice, including contractual adjustments, adjustments made in connection with coordination of benefits, adjustments based on routine government program claims reviews, and adjustments made as a result of internal Company claims reviews. (b) To the Knowledge of the Company, each Managed Practice and each physician, nurse practitioner or other health care professional employed by or under contract with each Managed Practice has obtained and maintained all material provider agreements, certifications, and authorizations required from any Payors to xxxx and collect for services, and has obtained and maintained eligibility and good standing for reimbursement from such Payor. To the Knowledge of the Company, and except for routine adjustments and disallowances made in the ordinary course of business by Payors there is no action, case or proceeding pending or threatened by any Governmental Authority or nongovernmental Payor that, individually or in the aggregate, are or would reasonably be expected to have a Material Adverse Effect on the Company, payor with respect to (i) any alleged material violation by the Company any Managed Practice or any of its Subsidiaries physician, nurse practitioner or other health care professional employed by or under contract with any Managed Practice of any Applicable Lawstatute, Orderlaw, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority or nongovernmental Payor payor involving or relating to participation in any such Payor’s reimbursement program or eligibility to receive payment; or (ii) any revocation, cancellation, rescission, modification, or refusal to renew in the ordinary course, any agreements, certifications, or authorization of any Payor. Since December 31To the Knowledge of the Company, 2008each Managed Practice and each physician, no material Payor agreement has been revoked, cancelled, terminated, rescinded, modified nurse practitioner or been subject to a refusal to renew. The Company and its Subsidiaries other health care professional employed by or under contract with each Managed Practice have paid or made provision to pay any overpayment received from any Payor and any similar obligation with respect to other reimbursement programs in which any Managed Practice and any physician, nurse practitioner or other health care professional employed by or under contract with any Managed Practice participates, and to the Company or any Knowledge of its Subsidiaries participates (each of which is reflected in the Company Balance Sheet). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each long-term acute care hospital (“LTCH”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(e). Neither the Company neither any Managed Practice nor any of its Subsidiaries physician, nurse practitioner or other health care professional employed by or under contract with any Managed Practice has received written notice from a Governmental Authority reimbursement in excess of any pending or threatened Proceedings or surveys (other than surveys conducted the amounts provided by applicable law that has not been repaid to the applicable Payor, except for routine adjustments and disallowances made in the ordinary course of business) specifically with respect to any LTCH’s status as a long-term care hospital under 42 CFR §412.23(e). To the knowledge of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any LTCH is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason to believe that each LTCH will not continue to meet all existing requirements necessary to be met in order for such LTCH to qualify as a long-term acute care hospital under 42 CFR §412.23(e). No LTCH is subject to the special payment provisions for long-term care hospitals specified in 42 CFR §§ 412.534 and 412.536business by Payors. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each inpatient rehabilitation facility (“IRF”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(b). Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Authority of any pending or threatened Proceedings or surveys (other than surveys conducted in the ordinary course of business) specifically with respect to any IRF’s status as a inpatient rehabilitation facility under 42 CFR §412.23(b). To the knowledge The arrangements of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any IRF is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason and the Hospital Joint Ventures under their respective agreements with each Managed Practice with respect to believe that each IRF will billing and collection for the items and services furnished to persons who are beneficiaries under any federal health care program do not continue to meet all existing requirements necessary to be met in order violate any Legal Requirements limiting or prohibiting the assignment of claims for such IRF to qualify as a inpatient rehabilitation facility under payment from any Governmental Authority, including without limitation the prohibition on assignment of Medicare claims at 42 CFR §412.23(bU.S.C. 1395u(b)(6). (d) Section 3.23(d) of the Company Disclosure Schedule lists the Medicare and Medicaid cost reports duly filed by the Company and each of its Subsidiaries covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (i) audited but not fully settled and (ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports.

Third Party Reimbursements. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the The Company and its Subsidiaries have obtained and maintained all material provider agreements, certifications, and authorizations required from any Governmental Authority and nongovernmental payor, or any entity acting on behalf of such Governmental Authority or nongovernmental payor, private insurer, health maintenance organization, preferred provider organization, other prepaid plan, health care service plan or other Third Party payor, under any Applicable Law (collectively, “Payors”) Payor and have obtained and maintained eligibility and good standing for reimbursement from such Payor. There is no material Legal Proceeding pending or, to the knowledge of the Company’s Knowledge, threatened by any Governmental Authority Entity or nongovernmental Payor that, individually or in the aggregate, are or would reasonably be expected to have a Material Adverse Effect on the Company, with respect to (i) any alleged violation by the Company any Acquired Entity or any of its Subsidiaries Facility of any Applicable applicable Law, Order, policy or guideline of any Governmental Authority Entity or nongovernmental Payor involving or relating to participation in any such Payor’s reimbursement program or eligibility to receive payment; or (ii) any revocation, cancellation, rescission, modification, or refusal to renew any agreements, certifications, or authorization of any Payor. Since December 31January 1, 20082009, no material Payor agreement has been revoked, cancelled, terminated, rescinded, modified or been subject to a refusal to renew. The Company and its Subsidiaries have paid or made provision to pay any material overpayment received from any Payor and any similar material obligation with respect to reimbursement programs in which the Company or any of its Subsidiaries the Acquired Entities or Facilities participates (each of which which, if incurred on or prior to December 31, 2011, is reflected in on the Company 2011 Year-End Balance Sheet). Each of the Acquired Entities and Facilities is in compliance in all material respects with the conditions of participation under such Government Programs in which it participates or has participated. To the Knowledge of the Company, since January 1, 2009, all billing practices of the Acquired Entities and Facilities, as applicable, to all Payors including the Government Programs and Private Programs, have been in compliance in all material respects with all applicable Healthcare Laws and policies of such Payors. Each Acquired Entity and Facility is operating (and has operated since January 1, 2009) in compliance in all material respects with all applicable material contractual obligations, billing policies, procedures, limitations and restrictions of any Government Program and Private Program. Each Acquired Entity and Facility is in material compliance with the terms of the Payor agreements under which it is presently receiving payments. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each long-term acute care hospital (“LTCH”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(e). Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Authority of any pending or threatened Proceedings or surveys (other than surveys conducted in the ordinary course of business) specifically with respect to any LTCH’s status as a long-term care hospital under 42 CFR §412.23(e). To the knowledge of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any LTCH is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason to believe that each LTCH will not continue to meet all existing requirements necessary to be met in order for such LTCH to qualify as a long-term acute care hospital under 42 CFR §412.23(e). No LTCH is subject to the special payment provisions for long-term care hospitals specified in 42 CFR §§ 412.534 and 412.536. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each inpatient rehabilitation facility (“IRF”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(b). Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Authority of any pending or threatened Proceedings or surveys (other than surveys conducted in the ordinary course of business) specifically with respect to any IRF’s status as a inpatient rehabilitation facility under 42 CFR §412.23(b). To the knowledge of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any IRF is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason to believe that each IRF will not continue to meet all existing requirements necessary to be met in order for such IRF to qualify as a inpatient rehabilitation facility under 42 CFR §412.23(b). (d) Section 3.23(d2.21(b) of the Company Disclosure Schedule lists the Medicare and Medicaid cost reports duly filed by the Company and each of its Subsidiaries covering all open cost reporting periods prior to the Closing Date and and, as to the Medicare cost reports only, which of such cost reports has been (i) audited but not fully settled and (ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports.

Third Party Reimbursements. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the The Company, the Company and its Subsidiaries and the Hospital Joint Ventures have obtained and maintained all material provider agreements, certifications, and authorizations required from any Governmental Authority and nongovernmental payor, or any entity acting on behalf of such Governmental Authority or nongovernmental payor, private insurer, health maintenance organization, preferred provider organization, other prepaid plan, health care service plan or other Third Party payor, under any Applicable Law third party payor (collectively, “Payors”) to bxxx and collect for their services and have obtained and maintained eligibility and good standing for reimbursement from such Payor. There The Company, its Subsidiaries and the Hospital Joint Ventures have paid or made provision to pay any overpayment received from any Payor and any similar obligation with respect to other reimbursement programs in which the Company, any of its Subsidiaries or any of the Hospital Joint Ventures participates (each of which is no Proceeding pending orreflected in the Financial Statements), to except for routine adjustments made in the knowledge ordinary course of business that are consistent with historical practice, including contractual adjustments, adjustments made in connection with coordination of benefits, adjustments based on routine government program claims reviews, and adjustments made as a result of internal Company claims reviews. (b) To the Knowledge of the Company, each Managed Practice and each physician, nurse practitioner or other health care professional employed by or under contract with each Managed Practice has obtained and maintained all material provider agreements, certifications, and authorizations required from any Payors to bxxx and collect for services, and has obtained and maintained eligibility and good standing for reimbursement from such Payor. To the Knowledge of the Company, and except for routine adjustments and disallowances made in the ordinary course of business by Payors there is no action, case or proceeding pending or threatened by any Governmental Authority or nongovernmental Payor that, individually or in the aggregate, are or would reasonably be expected to have a Material Adverse Effect on the Company, payor with respect to (i) any alleged material violation by the Company any Managed Practice or any of its Subsidiaries physician, nurse practitioner or other health care professional employed by or under contract with any Managed Practice of any Applicable Lawstatute, Orderlaw, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority or nongovernmental Payor payor involving or relating to participation in any such Payor’s reimbursement program or eligibility to receive payment; or (ii) any revocation, cancellation, rescission, modification, or refusal to renew in the ordinary course, any agreements, certifications, or authorization of any Payor. Since December 31To the Knowledge of the Company, 2008each Managed Practice and each physician, no material Payor agreement has been revoked, cancelled, terminated, rescinded, modified nurse practitioner or been subject to a refusal to renew. The Company and its Subsidiaries other health care professional employed by or under contract with each Managed Practice have paid or made provision to pay any overpayment received from any Payor and any similar obligation with respect to other reimbursement programs in which any Managed Practice and any physician, nurse practitioner or other health care professional employed by or under contract with any Managed Practice participates, and to the Company or any Knowledge of its Subsidiaries participates (each of which is reflected in the Company Balance Sheet). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each long-term acute care hospital (“LTCH”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(e). Neither the Company neither any Managed Practice nor any of its Subsidiaries physician, nurse practitioner or other health care professional employed by or under contract with any Managed Practice has received written notice from a Governmental Authority reimbursement in excess of any pending or threatened Proceedings or surveys (other than surveys conducted the amounts provided by applicable law that has not been repaid to the applicable Payor, except for routine adjustments and disallowances made in the ordinary course of business) specifically with respect to any LTCH’s status as a long-term care hospital under 42 CFR §412.23(e). To the knowledge of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any LTCH is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason to believe that each LTCH will not continue to meet all existing requirements necessary to be met in order for such LTCH to qualify as a long-term acute care hospital under 42 CFR §412.23(e). No LTCH is subject to the special payment provisions for long-term care hospitals specified in 42 CFR §§ 412.534 and 412.536business by Payors. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each inpatient rehabilitation facility (“IRF”) owned or operated by the Company or its Subsidiaries meets the requirements for exclusion from the Medicare prospective payment system specified in 42 CFR § 412.1(a)(1) by complying with the requirements set forth at 42 CFR §412.23(b). Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Authority of any pending or threatened Proceedings or surveys (other than surveys conducted in the ordinary course of business) specifically with respect to any IRF’s status as a inpatient rehabilitation facility under 42 CFR §412.23(b). To the knowledge The arrangements of the Company, no investigation or inquiry respecting the Medicare enrollment or certification status of any IRF is pending, threatened or imminent (other than surveys conducted in the ordinary course of business). Neither the Company nor any of its Subsidiaries has reason and the Hospital Joint Ventures under their respective agreements with each Managed Practice with respect to believe that each IRF will billing and collection for the items and services furnished to persons who are beneficiaries under any federal health care program do not continue to meet all existing requirements necessary to be met in order violate any Legal Requirements limiting or prohibiting the assignment of claims for such IRF to qualify as a inpatient rehabilitation facility under payment from any Governmental Authority, including without limitation the prohibition on assignment of Medicare claims at 42 CFR §412.23(bU.S.C. 1395u(b)(6). (d) Section 3.23(d) of the Company Disclosure Schedule lists the Medicare and Medicaid cost reports duly filed by the Company and each of its Subsidiaries covering all open cost reporting periods prior to the Closing Date and which of such cost reports has been (i) audited but not fully settled and (ii) neither audited nor settled, and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes in respect of such cost reports.