Healthcare Matters. (a) The Company and its Subsidiaries are, and have been since December 31, 2018, in material compliance with applicable Healthcare Laws. Since December 31, 2018, there is and has been no Actions by or before any Governmental Entity pending or to the Knowledge of the Company, threatened by any other Person against the Company or its Subsidiaries with respect to any alleged violation of, or non-compliance with, any Healthcare Laws.
(b) Neither the Company nor its Subsidiaries nor any of their respective owners, directors, officers, managers, managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)), other personnel (whether employees or independent contractors), vendors, representatives, subcontractors, or agents has been, or is currently: (i) suspended, excluded or debarred from any Governmental Health Program or, threatened with or currently subject to an investigation or proceeding that could result in suspension, exclusion or debarment from any Governmental Health Program; (ii) subject to a civil monetary penalty or civil investigative demand, sanctioned or convicted of a crime, or pled nolo contendere or to sufficient facts, in connection with any allegation of violation of any Governmental Health Program requirement or Healthcare Law; (iii) listed on the General Services Administration published list of parties excluded from federal procurement programs and non-procurement programs; or (iv) party to any corporate integrity agreement or subjected to reporting obligations pursuant to any deferred prosecution agreement, consent decree, settlement, integrity agreement, corrective action plan or other similar obligation, Order, or agreement with any Governmental Entity.
(c) Neither the Company nor any of its Subsidiaries has engaged in an activity that involves the coding of medical claims, the submission of medical claims, the receipt or sharing of professional medical collections, or clinical decision support.
(d) Since December 31, 2018, neither the Company nor any of its Subsidiaries has been, and presently is not, subject to HIPAA as a “covered entity” or “business associate” (each as defined in HIPAA), and neither the Company, any of its Subsidiaries, nor to the Knowledge of the Company, any of their directors, officers, employees or independent contractors acting on behalf of the Company or any of its Subsidiaries, has ever used, disclosed, created, received, maintained, accessed, or transmitted “protected health information” (as defined...
Healthcare Matters. (a) Except, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries are in compliance, in all material respects, with all applicable Healthcare Laws.
(b) As of the Closing Date, except as set forth on Schedule 6.25(b), none of the Borrower or any of its Subsidiaries during the last three (3) years have received any written notice of any civil or criminal investigations, audits or other proceedings by any Governmental Authority or any Third Party Payor of any non-compliance with applicable Healthcare Laws, except, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect.
(c) As of the Closing Date, except as set forth on Schedule 6.25(c), neither the Borrower nor any Subsidiary nor, except, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Credit Parties, any owner, officer, director, manager, employee or contractor of the Borrower or any of its Subsidiaries has been excluded from participation in a Federal Health Care Program or listed on the excluded individuals list published by the United States Department of Health and Human Services Office of Inspector General.
(d) As of the Closing Date, except as set forth on Schedule 6.25(d), neither the Borrower nor its Subsidiaries during the last three (3) years has received any written notice from any Governmental Authority of any investigation, audit, claims review, or other action pending or, to the knowledge of the Credit Parties, threatened, which would reasonably be expected to result in a revocation, suspension, termination, or non-renewal of any of their participation in any Federal Health Care Program, except, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect.
(e) The Borrower and its Subsidiaries have all applicable Medicare supplier billing number(s) necessary to submit reimbursement claims to the Medicare program for health care services and/or supplies furnished by the Borrower and its Subsidiaries in those jurisdictions where the Borrower and its Subsidiaries conduct business, except, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all bills and claims (collectively, “Credit Party Claims”) submitted to Third Party Payo...
Healthcare Matters. Except where the failure to comply with any applicable Health Care Law could not reasonably be expected to have a Material Adverse Effect, Parent and each of its Subsidiaries is, and at all times since the Closing Date has been, in compliance with all Health Care Laws applicable to it, its assets, business or operations. No circumstance exists or event has occurred with respect to a violation of any Health Care Law that could reasonably be expected to have a Material Adverse Effect. Neither Parent nor any Subsidiary thereof has received any notice of communication from any Governmental Authority alleging noncompliance with any applicable Health Care Law that could reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, no notice or any information provided by any Governmental Authority pursuant to this Section 7.01(cc) shall need to be provided to the Administrative Agent or any of the Lenders if such action would be prohibited by Applicable Law. Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall be continuing, and remain in full force and effect until the Final Payout Date.
Healthcare Matters. (a) Compliance with Health Care Laws. Without limiting the generality of Section 4.6 hereof or any other representation or warranty made herein, each Loan Party and, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant, is in compliance with applicable provisions of federal and state laws governing Medicare and any state Medicaid programs and any statutes or any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United States Code, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, the exclusion laws (42 U.S.C. 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local statutes or regulations promulgated under such laws (“Health Care Laws”), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(i) To the knowledge of the Responsible Officers of the Loan Parties, the business practices of each Tenant under an Ensign Master Lease and each Eligible Tenant are in compliance with, as applicable to their respective businesses, federal or state laws regarding physician ownership of (or financial relationship with) and referral to entities providing healthcare related goods or services, or laws requiring disclosure of financial interests held by physicians in entities to which they may refer patients for the provisions of health care related goods or services, except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, except as set forth on Schedule 4.20 as of the Closing Date, there are no Medicare, Medicaid or any other recoupment or recoupments of any governmental or private health care payor being sought, requested, claimed, or threatened, against any Tenant under an Ensign Master Lease and...
Healthcare Matters. Within five (5) Business Days after any Credit Party obtaining knowledge thereof:
(i) notice of any material investigation or audit, or pending or threatened proceedings relating to any violation by any Credit Party, any of their Subsidiaries, or any health care facility to which any Credit Party or any their Subsidiaries provides services, of any Health Care Laws (including, without limitation, any investigation or audit or proceeding involving violation of any of the Medicare and/or Medicaid fraud and abuse provisions);
(ii) copies of any written recommendation from any Governmental Authority or other regulatory body that any Credit Party or any of their Subsidiaries, or any obligor to which any Credit Party or any their Subsidiaries provides services should have its licensure, provider or supplier number, or accreditation suspended, revoked, or limited in any way, or have its eligibility to participate in TRICARE, Medicare or Medicaid or to accept assignments or rights to reimbursement under TRICARE, Medicaid or Medicare regulations suspended, revoked, or limited in any way;
(iii) notice of any claim to recover any alleged material overpayments with respect to any receivables including, without limitation, payments received from TRICARE, Medicare, Medicaid or from any private insurance carrier;
(iv) notice of termination of eligibility of any Credit Party, any Subsidiary of any Credit Party, or any health care facility to which any Credit Party provides services to participate in any reimbursement program of any private insurance carrier, managed care or similar organization, or other obligor applicable to it;
(v) notice of any material reduction in the level of reimbursement expected to be received with respect to any Receivables;
(vi) notice of any reimbursement payment contract or process that results or is reasonably expected to result in any claim against a Credit Party or any Subsidiary of such Credit Party (including on account of overpayments, settlement payments, appeals, repayment plan requests);
(vii) copies of any report or communication from any Governmental Authority in connection with any inspection of any facility of a Credit Party or any Subsidiary of such Credit Party other than those which are routine and non-material; and
(viii) notice of any healthcare provider's fees being contested or disputed.
Healthcare Matters. Within five (5) Business Days, notify Agent in writing upon the occurrence of: (i) a voluntary disclosure by any Borrower or any Subsidiary of any Borrower to the Office of the Inspector General of the United States Department of Health and Human Services, any Government Reimbursement Program (including to any intermediary, carrier or contractor of such program), of an actual or potential overpayment matter involving the submission of claims to a Government Reimbursement Program in an amount greater than $1,000,000; (ii) any Borrower or any Subsidiary of any Borrower, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower or any Subsidiary of any Borrower: (a) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (b) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (c) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (d) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (iii) receipt by any Borrower or any Subsidiary of any Borrower of any written notice or communication from an accrediting organization that such Person is in danger of losing its accreditation due to a failure to comply with a plan of correction; (iv) any validation review, program integrity review or material reimbursement audits related to any Borrower or any Subsidiary of any Borrower in connection with any Third Party Payor reimbursement program; (v) any claim to recover any alleged overpayments with respect to any Receivables, or any notice of any fees of any Borrower or any Subsidiary of any Borrower being contested or disputed, in each case, in excess of $1,000,000; (vi) notice of any material reduction in the level of reimbursement expected to be received with respect to Receivables; (vii) any allegations of material licensure violations or fraudulent acts or omissions involving any Borrower or any S...
Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect:
(a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof;
(b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws.
(c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to bill the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to bill the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are in material compliance with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business;
(d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to...
Healthcare Matters. The Borrower will, and will cause each of its Subsidiaries to (and, to the extent permitted by applicable law, cause the Associated Practices to), (i) comply in all material respects with all applicable Healthcare Laws relating to the operation of its business, (ii) obtain, maintain and timely renew all material Healthcare Permits required in the proper conduct of its business, (iii) keep and maintain all records required to be maintained by any Governmental Authority or under any Healthcare Law, and (iv) maintain a corporate and health care regulatory compliance program that addresses the requirements of Healthcare Laws, except where the failure to comply, obtain, keep and maintain could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Healthcare Matters. Each Healthcare Borrower will not permit to occur any of the following:
(a) any transfer of a Healthcare Authorization or rights thereunder to any Person (other than any Borrower);
(b) any pledge or hypothecation of any Healthcare Authorization as collateral security for any Indebtedness other than Indebtedness to Agent;
(c) any rescission, withdrawal or revocation of any material Healthcare Authorization necessary for the conduct of such Xxxxxxxx’s business without Agent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), including, without limitation, any amendment or modification of such Healthcare Authorization.
Healthcare Matters. (a) Without limiting or qualifying Section 5.4, or any other provision of this Agreement, the REIT Guarantor and the Borrower will, and will cause their respective Subsidiaries to, be in compliance with all applicable Health Care Laws relating to the operation of such Person’s business, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(b) Except where the failure to do so or noncompliance could not reasonably be expected to result in a Material Adverse Effect, the REIT Guarantor and the Borrower will, and will cause each of their respective Subsidiaries to:
(i) obtain, maintain and preserve, and take all necessary action to timely renew, all Health Care Permits (including, as applicable, Health Care Permits necessary for it to be eligible to receive payment and compensation from and to participate in Medicare, Medicaid or any other third party payors), if any, which are necessary or useful for any Loan Party or Subsidiary thereof to obtain or maintain in the proper conduct of its business;
(ii) solely to the extent applicable to the Loan Parties and their Subsidiaries, be and remain in compliance with all requirements for participation in, and for licensure required to provide the goods or services that are reimbursable under, Medicare, Medicaid and other third party payor programs;
(iii) cause all licensed personnel of the Loan Parties, if any, to be in compliance with all applicable Health Care Laws in the performance of their duties to or for the Loan Parties, and to maintain in full force and effect all professional licenses and other Health Care Permits required to perform such duties; and
(iv) keep and maintain all records required to be maintained by any Governmental Authority or otherwise under any Health Care Law applicable to the Loan Parties.
