Common use of Access to Records, etc Clause in Contracts

Access to Records, etc. 5.1 For the time and to the extent required by applicable law, Servicer shall retain, and shall permit the Comptroller General of the United States, the U.S. Department of Health and Human Services and duly authorized state agencies, and their respective duly authorized representatives access to examine or copy this Agreement and such books, documents, and records as are necessary to verify the nature and extent of the costs of the services supplied under this Agreement. In the event Servicer provides any of its services under this Agreement pursuant to a subcontract and if (i) the services provided pursuant to the subcontract have a value or cost of $10,000 or more over a twelve (12) month period and (ii) the subcontract is with a related organization, then Servicer agrees that the subcontract shall contain a clause requiring the subcontractor to retain and allow access to its records on the same terms and conditions as required by Servicer. This provision shall be null and void should it be determined that Section 5.2 For the time and to the extent required by applicable law, Manager shall retain, and shall permit the Comptroller General of the United States, the U.S. Department of Health and Human Services and duly authorized state agencies and their respective duly authorized representatives access to examine or copy this Agreement and such books, documents, and records as are necessary to verify the nature and extent of the costs of the services supplied under this Agreement. In the event Manager provides any of its services under this Agreement pursuant to a subcontract and if (i) the services provided pursuant to the subcontract have a value or cost of $10,000 or more over a twelve (12) month period and (ii) the subcontract is with a related organization, then Manager agrees that the subcontract shall contain a clause requiring the subcontractor to retain and allow access to its records on the same terms and conditions as required by Manager. This provision shall be null and void should it be determined that Section 1861(v)(1)(I) of the Social Security Act is not applicable to this Agreement. 5.3 As soon as reasonably possible after the close of each reporting period for rate setting purposes, and not later than the applicable deadline, the Relevant IHS Entities shall prepare for submission by the IHS Licensees, Medicare and/or Medicaid cost reports, as applicable, for each Facility for the reporting period during which such IHS Licensee provided facility services (regardless whether such services were provided before or after the Effective Date) showing the costs and expenditures relating to resident care for such Facility and such other information as is required by the applicable governmental authority, such report being in all material respects (including as to form) in compliance with the requirements of such applicable governmental authority. The provisions of this Section 5.3 shall survive the termination of the obligations of the Relevant IHS Entities as Servicer under Section 8.1. 5.4 The Proposed Operators agree to use their best efforts to obtain all Necessary Licenses as promptly as possible, and to use all reasonable efforts to obtain all other Licenses as promptly as possible. Upon receipt by a Proposed Operator of the Necessary Licenses with respect to an IHS Facility, Manager shall give Servicer and each IHS Licensee prompt written notice thereof. 5.5 Subject to the provisions of Section 12.10 hereof, each of the IHS Licensees and Servicer agrees to cooperate with the Manager and the Proposed Operators in their efforts to obtain all Licenses, such cooperation to include, without limitation, the IHS Licensees taking all action that is necessary and reasonable to ensure that there is no period during which neither an IHS Licensee nor a Proposed Operator is entitled to reimbursement for services provided at the Facilities. Without limiting the foregoing, each Relevant IHS Entity and IHS Licensee agrees to use all reasonable efforts to assist each Proposed Operator in obtaining all Licenses as soon as possible. Such efforts shall include (i) (to the extent required as a condition to the issuance of any License with respect to any Facility) the preparation and filing of terminating cost reports with respect to the Facility in compliance in all material respects with applicable law, (ii) promptly furnishing to such Proposed Operator, upon its request, all information and materials required to be (or that any governmental agency or official has requested be) furnished as a condition to or in connection with the issuance of any Licenses (including any financial, census and staffing data, information regarding special services and programs, Life Safety Code Waivers and other waiver history, facility plans of correction and compliance status, to the extent required or requested by the applicable agency or official), in each case to the extent available to such Relevant IHS Entity or IHS Licensee or Affiliate thereof, (iii) the filing of such notices and documents with such agencies or officials as such agency or official may require or request. Notwithstanding the foregoing, the SNH Entities shall promptly reimburse the IHS Licensees and the Servicer for all third-party out-of-pocket costs and expenses incurred in connection with this Section 5.5, including, without limitation, reasonable attorneys' fees and expenses. The provisions of this Section 5.5 shall survive the termination of the obligations of the Relevant IHS Entities and IHS Licensees under Section 8. 5.6 Each party hereto agrees to comply in all material respects with all provisions of federal and state law applicable to it in connection with the operation of the Facilities.

Access to Records, etc. 5.1 For the time and to the extent required by applicable law, Servicer shall retain, and shall permit the Comptroller General of the United States, the U.S. Department of Health and Human Services and duly authorized state agencies, and their respective duly authorized representatives access to examine or copy this Agreement and such books, documents, and records as are necessary to verify the nature and extent of the costs of the services supplied under this Agreement. In the event Servicer provides any of its services under this Agreement pursuant to a subcontract and if (i) the services provided pursuant to the subcontract have a value or cost of $10,000 or more over a twelve (12) month period and (ii) the subcontract is with a related organization, then Servicer agrees that the subcontract shall contain a clause requiring the subcontractor to retain and allow access to its records on the same terms and conditions as required by Servicer. This provision shall be null and void should it be determined that SectionSection 1861(v)(1)(I) of the Social Security Act is not applicable to this Agreement. The provisions of this Section 5.1 shall survive the termination of the obligations of the Relevant IHS Entities as Servicer under Section 8.1. 5.2 For the time and to the extent required by applicable law, Manager shall retain, and shall permit the Comptroller General of the United States, the U.S. Department of Health and Human Services and duly authorized state agencies and their respective duly authorized representatives access to examine or copy this Agreement and such books, documents, and records as are necessary to verify the nature and extent of the costs of the services supplied under this Agreement. In the event Manager provides any of its services under this Agreement pursuant to a subcontract and if (i) the services provided pursuant to the subcontract have a value or cost of $10,000 or more over a twelve (12) month period and (ii) the subcontract is with a related organization, then Manager agrees that the subcontract shall contain a clause requiring the subcontractor to retain and allow access to its records on the same terms and conditions as required by Manager. This provision shall be null and void should it be determined that Section 1861(v)(1)(I) of the Social Security Act is not applicable to this Agreement. 5.3 As soon as reasonably possible after the close of each reporting period for rate setting purposes, and not later than the applicable deadline, the Relevant IHS Entities shall prepare for submission by the IHS Licensees, Medicare and/or Medicaid cost reports, as applicable, for each Facility for the reporting period during which such IHS Licensee provided facility services (regardless whether such services were provided before or after the Effective Date) showing the costs and expenditures relating to resident care for such Facility and such other information as is required by the applicable governmental authority, such report being in all material respects (including as to form) in compliance with the requirements of such applicable governmental authority. The provisions of this Section 5.3 shall survive the termination of the obligations of the Relevant IHS Entities as Servicer under Section 8.1. 5.4 The Proposed Operators agree to use their best efforts to obtain all Necessary Licenses as promptly as possible, and to use all reasonable efforts to obtain all other Licenses as promptly as possible. Upon receipt by a Proposed Operator of the Necessary Licenses with respect to an IHS Facility, Manager shall give Servicer and each IHS Licensee prompt written notice thereof. 5.5 Subject to the provisions of Section 12.10 hereof, each of the IHS Licensees and Servicer agrees to cooperate with the Manager and the Proposed Operators in their efforts to obtain all Licenses, such cooperation to include, without limitation, the IHS Licensees taking all action that is necessary and reasonable to ensure that there is no period during which neither an IHS Licensee nor a Proposed Operator is entitled to reimbursement for services provided at the Facilities. Without limiting the foregoing, each Relevant IHS Entity and IHS Licensee agrees to use all reasonable efforts to assist each Proposed Operator in obtaining all Licenses as soon as possible. Such efforts shall include (i) (to the extent required as a condition to the issuance of any License with respect to any Facility) the preparation and filing of terminating cost reports with respect to the Facility in compliance in all material respects with applicable law, (ii) promptly furnishing to such Proposed Operator, upon its request, all information and materials required to be (or that any governmental agency or official has requested be) furnished as a condition to or in connection with the issuance of any Licenses (including any financial, census and staffing data, information regarding special services and programs, Life Safety Code Waivers and other waiver history, facility plans of correction and compliance status, to the extent required or requested by the applicable agency or official), in each case to the extent available to such Relevant IHS Entity or IHS Licensee or Affiliate thereof, (iii) the filing of such notices and documents with such agencies or officials as such agency or official may require or request. Notwithstanding the foregoing, the SNH Entities shall promptly reimburse the IHS Licensees and the Servicer for all third-party out-of-pocket costs and expenses incurred in connection with this Section 5.5, including, without limitation, reasonable attorneys' fees and expenses. The provisions of this Section 5.5 shall survive the termination of the obligations of the Relevant IHS Entities and IHS Licensees under Section 8. 5.6 Each party hereto agrees to comply in all material respects with all provisions of federal and state law applicable to it in connection with the operation of the Facilities.