Common use of Reimbursement Programs Clause in Contracts

Reimbursement Programs. (a) Seller, the Facilities and all Employed Physicians are duly certified to participate in, and have provider agreements for participation in, the Medicare and Medicaid programs. Seller and the Facilities are in material compliance with all of the material terms, conditions and provisions of such contracts, as well as state and federal laws related thereto except where any failure to be in compliance would not have a Material Adverse Effect. Copies of any notices of termination of Seller’s or the Facilities’ participation in the Medicare or Medicaid program, and Seller’s or the Facilities’ Statement of Deficiencies and Plan of Correction, if any, for the past three (3) years, have previously been provided or made available to Purchaser. (b) All cost reports for the Facilities and all home office cost reports required to be filed by Seller or any of its Affiliates under the Medicare, Medicaid or other programs or any other applicable governmental or private provider regulations have been, or by the respective due date will be, prepared and filed in accordance with applicable laws, rules and regulations, except where the failure to so file would not have a Material Adverse Effect, and Seller has paid or made provisions to pay all Notices of Program Reimbursement received from the Medicare and Medicaid programs, tentative settlements and other adjustments for the Facilities for periods ended prior to the Closing Date. With respect to any cost reports for the Facilities which remain to be filed or settled with respect to periods on or prior to the Closing: (i) each has been or will be timely filed by Seller by the due date, (ii) each is or will be complete and accurate in all material respects for the periods indicated, and (iii) all liabilities associated with such filings have been or will be paid in full by Seller. All material liabilities and contractual adjustments of the Business under any third party payor or reimbursement programs have, in the opinion of the Responsible Officers of Seller, been properly reflected and adequately reserved for in the Financial Statements. (c) To the Knowledge of Seller, Seller has not claimed or received reimbursements from the Medicare program, the Medicaid program (including any advances or pre-payments from the Missouri Medicaid program), TRICARE/ CHAMPUS, or any other governmental health benefit program in connection with the operation of the Business materially in excess of the amounts permitted by law, except as and to the extent that liability for such overpayment has already been satisfied in full. Seller has not claimed or received reimbursements from any private insurer, health maintenance organization, employer, or other payor in connection with the operation of the Business materially in excess of the amounts permitted by the applicable benefit plan or any applicable contract of Seller with any such payor, except as to the extent that liability for such overpayment has already been satisfied in full. (d) Except as set forth in Schedule 4.15, no notice of overpayment, false claims, civil money penalties, or any offsets or recoupments against future reimbursement has been received by Seller in connection with the operation of the Business nor, to the Knowledge of Seller, is there any basis therefor. Except as set forth in Schedule 4.15, to Seller’s Knowledge, there are no pending appeals, adjustments, challenges, audits, litigation, notices of intent to reopen or open cost reports in connection with the operation of the Facilities with respect to the Medicare, Medicaid, or other federal or state governmental health care programs. The Facilities have not been subject to or, to the Knowledge of Seller, threatened with loss of waiver of liability for utilization review denials with respect to any governmental health benefit programs during the past three (3) years. Except as set forth in Schedule 4.15, Seller has not received notice of any pending, threatened or possible decertification or other loss of participation in Medicare, Medicaid or any other governmental health program. Other than regularly scheduled reviews or surveys, no validation review, complaint review, peer review or program integrity review related to the Business has been conducted, scheduled, demanded or requested by any entity, commission, board or agency in connection with Medicare, Medicaid or other governmental health benefit program, and to the Knowledge of Seller, no such reviews are threatened against or affecting Seller or the Business. (e) Seller has not received notice of any violation of federal or state fraud and abuse or self-referral laws, or any investigation or claim of such violation on the part of Seller in connection with the Business. To the Knowledge of Seller, neither Seller nor any manager, governing body member, officer or employee of Seller, nor any other Person acting on behalf of Seller, acting alone or together, are or have been in material violation of the federal false claims and false statements statutes (31 U.S.C. § 3729 18 U.S.C. § 287, 18 U.S.C. § 1001), the federal health care fraud statute (18 U.S.C. § 1387), or related state or local statutes and regulations. (f) Neither Seller or the Business, or, to the Knowledge of Seller, any member of the governing body, officer, employee or agent of Seller or the Business, nor any member of the medical staff of the Facilities, (i) is or has been suspended, excluded, or otherwise terminated from participation in Medicare, Medicaid, CHAMPUS/TRICARE, or any other federal or state governmental health benefit program; (ii) has been convicted in a court of competent jurisdiction for any offense or has been adjudicated to have liability for a civil monetary penalty which, in either case, would allow or require the exclusion of Seller from participating in federal healthcare programs or the Medicaid program.

Reimbursement Programs. (a) SellerThe Company, the Facilities Hospital and all Employed Physicians are duly certified to participate in, and have provider agreements for participation in, the Medicare and Medicaid programs. Seller The Company and the Facilities Hospital are in material compliance with all of the material terms, conditions and provisions of such contracts, as well as state and federal laws related thereto except where any failure to be in compliance would not have a Material Adverse Effectthereto. Copies of any notices of termination of Sellerthe Company’s or the Facilities’ Hospital’s participation in the Medicare or Medicaid program, and Sellerthe Company’s or the Facilities’ Hospital’s Statement of Deficiencies and Plan of Correction, if any, for the past three (3) years, have previously been provided or made available to Purchaser. (b) All cost reports for the Facilities Hospital and all home office cost reports required to be filed by Seller the Company, the Shareholder, Parent or any of its their Affiliates under the Medicare, Medicaid or other programs or any other applicable governmental or private provider regulations have been, or by the respective due date Closing Date will be, prepared and filed in accordance with applicable laws, rules and regulations, except where and the failure to so file would not have a Material Adverse Effect, and Seller Company has paid or made provisions to pay all Notices of Program Reimbursement received from the Medicare and Medicaid programs, tentative settlements and other adjustments for the Facilities Hospital for periods ended prior to the Closing Date. With respect to any cost reports for the Facilities Hospital which remain to be filed or settled with respect to periods on or prior to the Closingsettled: (i) each has been or will be timely filed by Seller by the due dateCompany, (ii) each is or will be complete and accurate in all material respects for the periods indicated, and (iii) all liabilities associated with such filings have been or will be paid in full by Sellerthe Company. All material liabilities and contractual adjustments of the Business under any third party payor or reimbursement programs have, in the opinion of the Responsible Officers of Seller, have been properly reflected and adequately reserved for in the Financial Statements. (c) To None of the Knowledge of SellerCompany, Seller has not the Shareholder or Parent have claimed or received reimbursements from the Medicare program, the Medicaid program (including any advances or pre-payments from the Missouri Georgia Medicaid program), TRICARE/ CHAMPUS, or any other governmental health benefit program in connection with the operation of the Business materially in excess of the amounts permitted by law, except as and to the extent that liability for such overpayment has already been satisfied in fullor provided for. Seller has not None of the Company, the Shareholder or Parent have claimed or received reimbursements from any private insurer, health maintenance organization, employer, or other payor in connection with the operation of the Business materially in excess of the amounts permitted by the applicable benefit plan or any applicable contract of Seller the Company with any such payor, except as to the extent that liability for such overpayment has already been satisfied in fullor provided for. (d) Except as set forth in Schedule 4.154.16, no notice of overpayment, false claims, civil money penalties, or any offsets or recoupments against future reimbursement has been received by Seller the Company, the Shareholder, Parent or any of their Affiliates in connection with the operation of the Business nor, to the Knowledge of Sellerthe Company, is there any basis therefor. Except as set forth in Schedule 4.15, to Seller’s Knowledge4.16, there are no pending appeals, adjustments, challenges, audits, litigation, notices of intent to reopen or open cost reports in connection with the operation of the Facilities Hospital with respect to the Medicare, Medicaid, or other federal or state governmental health care programs. The Facilities have To the Knowledge of the Company, the Hospital has not been subject to or, to the Knowledge of Seller, or threatened with loss of waiver of liability for utilization review denials with respect to any governmental health benefit programs during the past three (3) years. Except as set forth in Schedule 4.154.16, Seller none of the Company, the Shareholder or Parent has not received notice of any pending, threatened or possible decertification or other loss of participation in Medicare, Medicaid or any other governmental health program. Other than regularly scheduled reviews or surveysreviews, no validation review, complaint review, peer review or program integrity review related to the Business has been conducted, scheduled, demanded or requested by any entity, commission, board or agency in connection with Medicare, Medicaid or other governmental health benefit program, and to the Knowledge of Sellerthe Company, no such reviews are threatened against or affecting Seller the Company, the Shareholder, Parent or the Business. (e) Seller Except as set forth on Schedule 4.16, none of the Company, the Shareholder or Parent has not (within the past two (2) years or, to the Knowledge of the Company, within the past five (5) years) received notice of any violation of federal or state fraud and abuse or self-referral laws, or any investigation or claim of such violation on the part of Seller the Company, the Shareholder or Parent in connection with the Business. To the Knowledge of Sellerthe Company, neither Seller the Company nor any manager, director, governing body member, officer or employee of Sellerthe Company, nor any other Person acting on behalf of Sellerthe Company, acting alone or together, are or have been in material violation of the federal false claims and false statements statutes (31 U.S.C. § 3729 3729, 18 U.S.C. § 287, and 18 U.S.C. § 1001), the federal health care fraud statute (18 U.S.C. § 1387), or related similar state or local statutes and regulations. (f) Neither Seller At no time (i) during the past two (2) years or (ii) to the Knowledge of the Company, during the past five (5) years, has the Company, the Shareholder, Parent or the Business, or, to the Knowledge of Sellerthe Company, any member of the governing body, officer, employee or agent of Seller the Company, the Shareholder, Parent or the Business, nor or any member of the medical staff of the FacilitiesHospital, (iA) is or has been suspended, excluded, or otherwise terminated from participation in Medicare, Medicaid, CHAMPUS/TRICARE, or any other federal or state governmental health benefit program; (iiB) has been convicted in a court of competent jurisdiction for any offense or has been adjudicated to have liability for a civil monetary penalty which, in either case, would allow or require the exclusion of Seller the Company from participating in federal healthcare programs or the Medicaid program.