Common use of Treatment of Unallowable Costs Previously Submitted for Payment Clause in Contracts

Treatment of Unallowable Costs Previously Submitted for Payment. Majestic Oaks further agrees that within 90 days of the effective date of this Agreement, it will identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid, VA and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid Program that have affected its reimbursement from any federal program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Majestic Oaks or any of its subsidiaries, and will request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the unallowable costs. Majestic Oaks agrees that the United States, at a minimum, will be entitled to recoup from Majestic Oaks any overpayment plus applicable interest as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or request for payment. Any payment due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice, and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Majestic Oaks or any of its subsidiaries on the effect of inclusion of unallowable costs (as defined in this Paragraph) on Majestic Oaks or any of its subsidiaries’ cost reports, cost statements, or information reports. Notwithstanding the foregoing, Majestic Oaks shall not be required to resubmit or amend any previously filed cost report simply because it reflects Unallowable Costs, provided that the reporting of such Unallowable Costs do not directly or indirectly impact reimbursement due in connection with any federal program (for example consulting fees which might comprise Unallowable Costs which are over and above a regulatory ceiling and therefore not subject to being reimbursement even if reported). Nothing in this Agreement shall constitute a waiver of the rights of the United States to examine or reexamine the unallowable costs described in this Paragraph. 19. Majestic Oaks covenants to cooperate fully and truthfully with the United States' investigation of individuals and entities not specifically released in this Agreement. Upon reasonable notice, Majestic Oaks will make reasonable efforts to facilitate access to, and encourage the cooperation of, its directors, officers, and to cooperatively facilitate access to its employees for interviews and testimony, consistent with the rights and privileges of such individuals. 20. This Agreement is intended to be for the benefit of the Parties, only, and by this instrument the Parties do not release any claims against any other person or entity except as otherwise specifically set forth herein. 21. Majestic Oaks agrees that it will not seek payment for any costs that are unallowed costs under this Agreement from any health care beneficiaries or their parents or sponsors. Majestic Oaks waives any causes of action against these beneficiaries or their parents or sponsors based upon the claims for payment covered by this Agreement. 22. Majestic Oaks expressly warrants that it has reviewed its financial situation and that the Settlement Amount is not a voidable transfer within the meaning of 11 U.S.C. § 547(c), that Majestic Oaks does not intend to file and is not aware of any third party filing of a petition for bankruptcy, and that it will remain in operation during and following its payments to the United States hereunder. Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (i) have intended that the mutual promises, covenants and obligations set forth herein constitute a contemporaneous exchange for new value given to Majestic Oaks, within the meaning of 11 U.S.C. § 547(c)(1), and (ii) have concluded that these mutual promises, covenants and obligations do, in fact, constitute such a contemporaneous exchange. 23. Each party to this Agreement will bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. 24. Majestic Oaks represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever. 25. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement will be the United States District Court for the Eastern District of Pennsylvania, except that exclusion by the OIG-HHS pursuant to paragraph 13(c) shall be resolved pursuant to the procedures set forth in that paragraph. 26. This Agreement may not be amended except by written consent of the Parties. 27. The undersigned individuals signing this Agreement on behalf of Majestic Oaks represent and warrant that they are authorized by Majestic Oaks to execute this Agreement. The undersigned United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. 28. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. 29. This Agreement is effective on the date of signature of the last signatory to the Agreement.

Treatment of Unallowable Costs Previously Submitted for Payment. Majestic Oaks Bioventus further agrees that within 90 days of the effective date Effective Date of this Agreement, it will shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid, VA Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid Program that have affected its reimbursement from any federal program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Majestic Oaks Bioventus or any of its subsidiariessubsidiaries or affiliates, and will shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the unallowable costsUnallowable Costs. Majestic Oaks Bioventus agrees that the United States, at a minimum, will shall be entitled to recoup from Majestic Oaks Bioventus any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or request requests for payment. Any payment payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice, Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Majestic Oaks Bioventus or any of its subsidiaries or affiliates on the effect of inclusion of unallowable costs Unallowable Costs (as defined in this Paragraph) on Majestic Oaks Bioventus or any of its subsidiariessubsidiaries or affiliates’ cost reports, cost statements, or information reports. Notwithstanding the foregoing, Majestic Oaks shall not be required to resubmit or amend any previously filed cost report simply because it reflects Unallowable Costs, provided that the reporting of such Unallowable Costs do not directly or indirectly impact reimbursement due in connection with any federal program (for example consulting fees which might comprise Unallowable Costs which are over and above a regulatory ceiling and therefore not subject to being reimbursement even if reported). . i. Nothing in this Agreement shall constitute a waiver of the rights of the United States to audit, examine, or re-examine or reexamine Bioventus’ books and records to determine that no Unallowable Costs have been claimed in accordance with the unallowable costs described in provisions of this Paragraph. 191. Majestic Oaks covenants Bioventus agrees to cooperate fully and truthfully with the United States' ’ investigation of individuals and entities not specifically released in this Agreement. Upon reasonable notice, Majestic Oaks will make reasonable efforts to facilitate access toBioventus shall encourage, and encourage agrees not to impair, the cooperation of, of its directors, officers, and employees, and shall use its best efforts to cooperatively facilitate access to its make available, and encourage, the cooperation of former directors, officers, and employees for interviews and testimony, consistent with the rights and privileges of such individuals. Bioventus further agrees to furnish to the United States, upon request, complete and unredacted copies of all non-privileged documents, reports, memoranda of interviews, and records in its possession, custody, or control concerning any investigation of the Covered Conduct that it has undertaken, or that has been performed by another on its behalf. 202. This Agreement is intended to be for the benefit of the Parties, Parties only, and by this instrument the . The Parties do not release any claims against any other person or entity entity, except as otherwise specifically set forth herein. 21. Majestic Oaks agrees that it will not seek payment to the extent provided for any costs that are unallowed costs under this Agreement from any health care in Paragraph 11 (waiver for beneficiaries or their parents or sponsors. Majestic Oaks waives any causes of action against these beneficiaries or their parents or sponsors based upon the claims for payment covered by this Agreement. 22. Majestic Oaks expressly warrants that it has reviewed its financial situation and that the Settlement Amount is not a voidable transfer within the meaning of 11 U.S.C. § 547(cparagraph), that Majestic Oaks does not intend to file and is not aware of any third party filing of a petition for bankruptcy, and that it will remain in operation during and following its payments to the United States hereunder. Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (i) have intended that the mutual promises, covenants and obligations set forth herein constitute a contemporaneous exchange for new value given to Majestic Oaks, within the meaning of 11 U.S.C. § 547(c)(1), and (ii) have concluded that these mutual promises, covenants and obligations do, in fact, constitute such a contemporaneous exchangebelow. 23. Each party to this Agreement will bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. 24. Majestic Oaks represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever. 25. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement will be the United States District Court for the Eastern District of Pennsylvania, except that exclusion by the OIG-HHS pursuant to paragraph 13(c) shall be resolved pursuant to the procedures set forth in that paragraph. 26. This Agreement may not be amended except by written consent of the Parties. 27. The undersigned individuals signing this Agreement on behalf of Majestic Oaks represent and warrant that they are authorized by Majestic Oaks to execute this Agreement. The undersigned United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. 28. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. 29. This Agreement is effective on the date of signature of the last signatory to the Agreement.

Treatment of Unallowable Costs Previously Submitted for Payment. Majestic Oaks San Xxxxxx Xxxxx further agrees that within 90 91 days of the effective date Effective Date of this Agreement, Agreement it will shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid, VA Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraphparagraph) included in payments previously sought from the United States, or the State of California, or any State Medicaid Program that have affected its reimbursement from any federal program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Majestic Oaks San Xxxxxx Xxxxx or any of its subsidiariessubsidiaries or affiliates, and will shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the unallowable costsUnallowable Costs. Majestic Oaks Xxx Xxxxxx Xxxxx agrees that the United StatesStates and the State of California, at a minimum, will shall be entitled to recoup from Majestic Oaks San Xxxxxx Xxxxx any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or request requests for payment. Any payment payments due after the adjustments have been made shall be paid to the United States and the State of California pursuant to the direction of the Department of Justice, the California Attorney General, and/or the affected agencies. The United States reserves its and the State of California reserve their rights to disagree with any calculations submitted by Majestic Oaks Xxx Xxxxxx Xxxxx or any of its subsidiaries or affiliates on the effect of inclusion of unallowable costs Unallowable Costs (as defined in this Paragraphparagraph) on Majestic Oaks San Xxxxxx Xxxxx or any of its subsidiariessubsidiaries or affiliates’ cost reports, cost statements, or information reports. Notwithstanding the foregoing, Majestic Oaks shall not be required to resubmit or amend any previously filed cost report simply because it reflects Unallowable Costs, provided that the reporting of such Unallowable Costs do not directly or indirectly impact reimbursement due in connection with any federal program (for example consulting fees which might comprise Unallowable Costs which are over and above a regulatory ceiling and therefore not subject to being reimbursement even if reported). Nothing in this Agreement shall constitute a waiver of the rights of the United States to examine or reexamine the unallowable costs described in this Paragraph. 19. Majestic Oaks covenants to cooperate fully and truthfully with the United States' investigation of individuals and entities not specifically released in this Agreement. Upon reasonable notice, Majestic Oaks will make reasonable efforts to facilitate access to, and encourage the cooperation of, its directors, officers, and to cooperatively facilitate access to its employees for interviews and testimony, consistent with the rights and privileges of such individuals. 20. This Agreement is intended to be for the benefit of the Parties, only, and by this instrument the Parties do not release any claims against any other person or entity except as otherwise specifically set forth herein. 21. Majestic Oaks agrees that it will not seek payment for any costs that are unallowed costs under this Agreement from any health care beneficiaries or their parents or sponsors. Majestic Oaks waives any causes of action against these beneficiaries or their parents or sponsors based upon the claims for payment covered by this Agreement. 22. Majestic Oaks expressly warrants that it has reviewed its financial situation and that the Settlement Amount is not a voidable transfer within the meaning of 11 U.S.C. § 547(c), that Majestic Oaks does not intend to file and is not aware of any third party filing of a petition for bankruptcy, and that it will remain in operation during and following its payments to the United States hereunder. Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (i) have intended that the mutual promises, covenants and obligations set forth herein constitute a contemporaneous exchange for new value given to Majestic Oaks, within the meaning of 11 U.S.C. § 547(c)(1), and (ii) have concluded that these mutual promises, covenants and obligations do, in fact, constitute such a contemporaneous exchange. 23. Each party to this Agreement will bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. 24. Majestic Oaks represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever. 25. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement will be the United States District Court for the Eastern District of Pennsylvania, except that exclusion by the OIG-HHS pursuant to paragraph 13(c) shall be resolved pursuant to the procedures set forth in that paragraph. 26. This Agreement may not be amended except by written consent of the Parties. 27. The undersigned individuals signing this Agreement on behalf of Majestic Oaks represent and warrant that they are authorized by Majestic Oaks to execute this Agreement. The undersigned United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. 28. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. 29. This Agreement is effective on the date of signature of the last signatory to the Agreement.

Treatment of Unallowable Costs Previously Submitted for Payment. Majestic Oaks FCVNA, Xxxxx Xxxxx and Xxxx Xxxxx further agrees agree that within 90 days of the effective date Effective Date of this Agreement, it will Agreement they shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid, VA Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid Program that have affected its reimbursement from any federal program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Majestic Oaks FCVNA, Xxxxx Xxxxx and Xxxx Xxxxx or any of its subsidiariestheir subsidiaries or affiliates, and will shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the unallowable costs. Majestic Oaks agrees FCVNA, Xxxxx Xxxxx and Xxxx Xxxxx agree that the United StatesStates and the State of Connecticut, at a minimum, will shall be entitled to recoup from Majestic Oaks FCVNA, Xxxxx Xxxxx and Xxxx Xxxxx any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-previously- submitted cost reports, information reports, cost statements, or request requests for payment. Any payment payments due after the adjustments have been made shall be paid to the United States and the State of Connecticut pursuant to the direction of the Department of Justice, Justice and/or the affected agencies. The United States reserves its and the State of Connecticut reserve their rights to disagree with any calculations submitted by Majestic Oaks FCVNA, Xxxxx Xxxxx and Xxxx Xxxxx or any of its their subsidiaries or affiliates on the effect of inclusion of unallowable costs Unallowable Costs (as defined in this Paragraph) on Majestic Oaks FCVNA, Xxxxx Xxxxx and Xxxx Xxxxx or any of its subsidiariestheir subsidiaries or affiliates’ cost reports, cost statements, or information reports. Notwithstanding the foregoing, Majestic Oaks shall not be required to resubmit or amend any previously filed cost report simply because it reflects Unallowable Costs, provided that the reporting of such Unallowable Costs do not directly or indirectly impact reimbursement due in connection with any federal program (for example consulting fees which might comprise Unallowable Costs which are over and above a regulatory ceiling and therefore not subject to being reimbursement even if reported). Nothing in this Agreement shall constitute a waiver of the rights of the United States to examine or reexamine the unallowable costs described in this Paragraph. 19. Majestic Oaks covenants to cooperate fully and truthfully with the United States' investigation of individuals and entities not specifically released in this Agreement. Upon reasonable notice, Majestic Oaks will make reasonable efforts to facilitate access to, and encourage the cooperation of, its directors, officers, and to cooperatively facilitate access to its employees for interviews and testimony, consistent with the rights and privileges of such individuals. 20. This Agreement is intended to be for the benefit of the Parties, only, and by this instrument the Parties do not release any claims against any other person or entity except as otherwise specifically set forth herein. 21. Majestic Oaks agrees that it will not seek payment for any costs that are unallowed costs under this Agreement from any health care beneficiaries or their parents or sponsors. Majestic Oaks waives any causes of action against these beneficiaries or their parents or sponsors based upon the claims for payment covered by this Agreement. 22. Majestic Oaks expressly warrants that it has reviewed its financial situation and that the Settlement Amount is not a voidable transfer within the meaning of 11 U.S.C. § 547(c), that Majestic Oaks does not intend to file and is not aware of any third party filing of a petition for bankruptcy, and that it will remain in operation during and following its payments to the United States hereunder. Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (i) have intended that the mutual promises, covenants and obligations set forth herein constitute a contemporaneous exchange for new value given to Majestic Oaks, within the meaning of 11 U.S.C. § 547(c)(1), and (ii) have concluded that these mutual promises, covenants and obligations do, in fact, constitute such a contemporaneous exchange. 23. Each party to this Agreement will bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. 24. Majestic Oaks represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever. 25. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement will be the United States District Court for the Eastern District of Pennsylvania, except that exclusion by the OIG-HHS pursuant to paragraph 13(c) shall be resolved pursuant to the procedures set forth in that paragraph. 26. This Agreement may not be amended except by written consent of the Parties. 27. The undersigned individuals signing this Agreement on behalf of Majestic Oaks represent and warrant that they are authorized by Majestic Oaks to execute this Agreement. The undersigned United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. 28. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. 29. This Agreement is effective on the date of signature of the last signatory to the Agreement.

Treatment of Unallowable Costs Previously Submitted for Payment. Majestic Oaks The Park Square Defendants and Xx. Xxxx further agrees agree that within 90 days of the effective date Effective Date of this Agreement, Agreement it will shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid, VA Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraphparagraph) included in payments previously sought from the United States, or any State Medicaid Program that have affected its reimbursement from any federal program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Majestic Oaks the Park Square Defendants or Xx. Xxxx or any of its subsidiariestheir subsidiaries or affiliates, and will shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the unallowable costsUnallowable Costs. Majestic Oaks agrees The Park Square Defendants and Xx. Xxxx agree that the United States, at a minimum, will shall be entitled to recoup from Majestic Oaks the Park Square Defendants and Xx. Xxxx any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or request requests for payment. Any payment payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice, Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Majestic Oaks the Park Square Defendants, Xx. Xxxx, or any of its their subsidiaries or affiliates on the effect of inclusion of unallowable costs Unallowable Costs (as defined in this Paragraphparagraph) on Majestic Oaks the Park Square Defendants, Xx. Xxxx, or any of its subsidiariestheir subsidiaries or affiliates’ cost reports, cost statements, or information reports. Notwithstanding the foregoing, Majestic Oaks shall not be required to resubmit or amend any previously filed cost report simply because it reflects Unallowable Costs, provided that the reporting of such Unallowable Costs do not directly or indirectly impact reimbursement due in connection with any federal program (for example consulting fees which might comprise Unallowable Costs which are over and above a regulatory ceiling and therefore not subject to being reimbursement even if reported). Nothing in this Agreement shall constitute a waiver of the rights of the United States to examine or reexamine the unallowable costs described in this Paragraph. 19. Majestic Oaks covenants to cooperate fully and truthfully with the United States' investigation of individuals and entities not specifically released in this Agreement. Upon reasonable notice, Majestic Oaks will make reasonable efforts to facilitate access to, and encourage the cooperation of, its directors, officers, and to cooperatively facilitate access to its employees for interviews and testimony, consistent with the rights and privileges of such individuals. 20. This Agreement is intended to be for the benefit of the Parties, only, and by this instrument the Parties do not release any claims against any other person or entity except as otherwise specifically set forth herein. 21. Majestic Oaks agrees that it will not seek payment for any costs that are unallowed costs under this Agreement from any health care beneficiaries or their parents or sponsors. Majestic Oaks waives any causes of action against these beneficiaries or their parents or sponsors based upon the claims for payment covered by this Agreement. 22. Majestic Oaks expressly warrants that it has reviewed its financial situation and that the Settlement Amount is not a voidable transfer within the meaning of 11 U.S.C. § 547(c), that Majestic Oaks does not intend to file and is not aware of any third party filing of a petition for bankruptcy, and that it will remain in operation during and following its payments to the United States hereunder. Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (i) have intended that the mutual promises, covenants and obligations set forth herein constitute a contemporaneous exchange for new value given to Majestic Oaks, within the meaning of 11 U.S.C. § 547(c)(1), and (ii) have concluded that these mutual promises, covenants and obligations do, in fact, constitute such a contemporaneous exchange. 23. Each party to this Agreement will bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. 24. Majestic Oaks represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever. 25. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement will be the United States District Court for the Eastern District of Pennsylvania, except that exclusion by the OIG-HHS pursuant to paragraph 13(c) shall be resolved pursuant to the procedures set forth in that paragraph. 26. This Agreement may not be amended except by written consent of the Parties. 27. The undersigned individuals signing this Agreement on behalf of Majestic Oaks represent and warrant that they are authorized by Majestic Oaks to execute this Agreement. The undersigned United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. 28. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. 29. This Agreement is effective on the date of signature of the last signatory to the Agreement.

Treatment of Unallowable Costs Previously Submitted for Payment. Majestic Oaks Xx. Xxxxxx and Xxx Xxxxxx DPM Inc. further agrees agree that within 90 days of the effective date Effective Date of this Agreement, it will Agreement they shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid, VA Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid Program that have affected its reimbursement from any federal program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Majestic Oaks Xx. Xxxxxx, Xxx Xxxxxx DPM Inc., or any of its subsidiariestheir subsidiaries or affiliates, and will shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the unallowable costs. Majestic Oaks agrees Xx. Xxxxxx and Xxx Xxxxxx DPM Inc. agree that the United States, at a minimum, will shall be entitled to recoup from Majestic Oaks Xx. Xxxxxx and Xxx Xxxxxx DPM Inc. any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or request requests for payment. Any payment payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice, Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Majestic Oaks Xx. Xxxxxx, Xxx Xxxxxx DPM Inc., or any of its their subsidiaries or affiliates on the effect of inclusion of unallowable costs Unallowable Costs (as defined in this Paragraphparagraph) on Majestic Oaks Xx. Xxxxxx, Xxx Xxxxxx DPM Inc., or any of its subsidiariestheir subsidiaries or affiliates’ cost reports, cost statements, or information reports. Notwithstanding the foregoing, Majestic Oaks shall not be required to resubmit or amend any previously filed cost report simply because it reflects Unallowable Costs, provided that the reporting of such Unallowable Costs do not directly or indirectly impact reimbursement due in connection with any federal program (for example consulting fees which might comprise Unallowable Costs which are over and above a regulatory ceiling and therefore not subject to being reimbursement even if reported). Nothing in this Agreement shall constitute a waiver of the rights of the United States to examine or reexamine the unallowable costs described in this Paragraph. 19. Majestic Oaks covenants to cooperate fully and truthfully with the United States' investigation of individuals and entities not specifically released in this Agreement. Upon reasonable notice, Majestic Oaks will make reasonable efforts to facilitate access to, and encourage the cooperation of, its directors, officers, and to cooperatively facilitate access to its employees for interviews and testimony, consistent with the rights and privileges of such individuals. 20. This Agreement is intended to be for the benefit of the Parties, only, and by this instrument the Parties do not release any claims against any other person or entity except as otherwise specifically set forth herein. 21. Majestic Oaks agrees that it will not seek payment for any costs that are unallowed costs under this Agreement from any health care beneficiaries or their parents or sponsors. Majestic Oaks waives any causes of action against these beneficiaries or their parents or sponsors based upon the claims for payment covered by this Agreement. 22. Majestic Oaks expressly warrants that it has reviewed its financial situation and that the Settlement Amount is not a voidable transfer within the meaning of 11 U.S.C. § 547(c), that Majestic Oaks does not intend to file and is not aware of any third party filing of a petition for bankruptcy, and that it will remain in operation during and following its payments to the United States hereunder. Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (i) have intended that the mutual promises, covenants and obligations set forth herein constitute a contemporaneous exchange for new value given to Majestic Oaks, within the meaning of 11 U.S.C. § 547(c)(1), and (ii) have concluded that these mutual promises, covenants and obligations do, in fact, constitute such a contemporaneous exchange. 23. Each party to this Agreement will bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. 24. Majestic Oaks represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever. 25. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement will be the United States District Court for the Eastern District of Pennsylvania, except that exclusion by the OIG-HHS pursuant to paragraph 13(c) shall be resolved pursuant to the procedures set forth in that paragraph. 26. This Agreement may not be amended except by written consent of the Parties. 27. The undersigned individuals signing this Agreement on behalf of Majestic Oaks represent and warrant that they are authorized by Majestic Oaks to execute this Agreement. The undersigned United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. 28. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. 29. This Agreement is effective on the date of signature of the last signatory to the Agreement.