THIRD PARTY PAYERS. 3.23.1 Except as set forth on Schedule 3.23.1, CBH holds all Permits (and such Permits are listed on Schedule 3.5) are all that are necessary for participation in, and are a party to a valid provider agreement for payment by applicable social service payers or applicable Government Programs for the provision of behavioral health rehabilitation services, partial hospitalization services, social services or other services applicable to the Business (the “Applicable Governmental Programs”). Without in any way limiting the prior sentence, each service location of each Company is eligible to receive payments pursuant to a Applicable Government Program. Each Company is in compliance in all material respects with all conditions of participation in and eligibility requirements for Applicable Government Programs. Neither Company has an obligation with an Applicable Government Body or Law to file cost reports or similar filings. Neither Company (but only related to the Business as to NDTC) has received any notice of pending or possible investigations by, or loss of participation in, any of the Applicable Government Programs. All billing practices of each Company related to the Business with respect to all third party payers, including the Applicable Government Programs and private insurance companies, have been true, fair and correct and in material compliance with all applicable Laws and policies of all such third party payers, and neither Company has billed for or received any payment or reimbursement in excess of amounts allowed by applicable Laws. Except for as set forth on Schedule 3.23.1, neither of the Companies nor the Shareholder have knowledge of (i) any statutory or regulatory changes or any administrative rulings which would adversely affect the Business, (ii) any retroactive and/or prospective rate adjustments or pending, or threatened, recapture, offset, recoupment or withholding of payments which would affect the level of program payments received by either Company, and/or (iii) any freezes and/or funding reductions related to payments received by either Company (in connection with services rendered by either Company) from any Government Programs applicable to the Business or other third party payors and/or (iv) any currently pending or threatened investigations of either Company by, or loss or suspension of participation in, any Applicable Government Programs. There are, and there have been, no caps or ceilings applicable to payments related to the Business. 3.23.2 Neither Company has any Obligation to any third party fiscal intermediary or carrier administering the Applicable Government Programs, directly to such Government Programs or any Government Body or to any other third party payer for the recoupment of any amounts previously paid to either Company related to the Business by any such third party fiscal intermediary or carrier, such Government Program or other third party payer, except for such non-material adjustments as may exist from time to time in the ordinary course of business. Currently, there are no such adjustments outstanding. There are no pending and, to the knowledge of the Companies and the Shareholder, threatened actions by any third party fiscal intermediary or carrier, Applicable Government Program or other third party payer to suspend payments to either Company related to the Business.
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THIRD PARTY PAYERS. 3.23.1 Except as set forth on Schedule 3.23.1, CBH each of the WD Group holds any and all Permits (and such Permits are listed on Schedule 3.5) are all that are necessary for participation in, and are is a party to a valid provider agreement for payment by applicable social service payers payers, school districts or applicable Government Programs for the provision of behavioral health rehabilitation services, partial hospitalization services, social services or other services applicable to provided as part of the Business (the “Applicable Governmental Programs”)Business. Without in any way limiting the prior sentence, each service location of each Company of the WD Group is eligible to receive payments pursuant to a Applicable an applicable Government Program. Each Company of the WD Group is in compliance in all material respects with all conditions of participation in and eligibility requirements for Applicable applicable Government Programs. Neither Company Each of the WD Group has an obligation timely filed with an Applicable Government Body or Law to file each governmental agency all cost reports or similar filingsfilings required to be filed by it under federal and state law in connection with its operations, and all such cost reports or similar filings comply in all material respects with applicable legal requirements. Neither Company (but only related to Each of the Business as to NDTC) WD Group has not received any notice of pending or possible investigations by, or loss of participation in, any of the Applicable Government Programs. All billing practices by each of each Company related to the Business with respect WD Group to all third party payers, including the Applicable Government Programs and private insurance companiesCompany, have been true, fair and correct and in material compliance with all applicable Laws laws, regulations and policies of all such third party payers, and neither Company each of the WD Group has not billed for or received any payment or reimbursement in excess of amounts allowed by applicable Laws. Except for as set forth on Schedule 3.23.1, neither of Seller or the Companies nor the Shareholder have Company has knowledge of (i) any statutory or regulatory changes or any administrative rulings which would adversely affect the Business, (ii) any retroactive and/or prospective rate adjustments or pending, or threatened, recapture, offset, recoupment or withholding of payments which would affect the level of program payments received by either Companyeach of the WD Group, and/or (iii) any freezes and/or funding reductions related to payments received by either Company each of the WD Group (in connection with services rendered by either Companyeach of the WD Group) from any Government Programs applicable to the Business or other third party payors and/or (iv) any currently pending or threatened investigations of either Company each of the WD Group by, or loss or suspension of participation in, any Applicable Government Programs. There are, and there have been, no caps Each of the WD Group has not exceeded any cap or ceilings ceiling applicable to payments related which may be received from any Government Programs during any period. Each of the WD Group has no obligation to the Businessreturn or refund to any Government Programs or Government Body any payments received in excess of any applicable payment cap or ceiling.
3.23.2 Neither Company Each of the WD Group has any Obligation no liabilities to any third party fiscal intermediary intermediary, school district, workforce investment board or carrier administering the Applicable Government Programs, directly to such the Government Programs or any Government Body governmental agency or to any other third party payer for the recoupment of any amounts previously paid to either Company related to each of the Business WD Group by any such third party fiscal intermediary intermediary, school district, workforce investment board or carrier, such Government Program or other third party payer, except for such non-material adjustments as may exist from time to time in the ordinary course of business. Currently, there are no such adjustments outstanding. There are no pending and, to the knowledge of the Companies Seller and the ShareholderCompany, threatened actions by any school district, workforce investment board, third party fiscal intermediary or carrier, Applicable Government Program or other third party payer to suspend payments to any of the WD Group.
3.23.3 Without in any way limiting the foregoing, each of the WD Group has duly filed all required third-party cost reports or similar report required for all periods since the Formation Date and such reports have been filed either Company related on a timely basis or prior to the Businesstime any penalty could be incurred for failure to file on a timely basis or has provided all information necessary or requested to the organizations through which it provides services. All of such cost reports accurately reflect the information to be included thereon and do not claim, and none of the WD Group has received, reimbursement in excess of the amount provided by law. Schedule 3.23.3 indicates the cost reports which have been audited and finally settled, the status of the cost reports which have not been audited and finally settled, and a brief description of any and all notices of program reimbursement. The Company has disclosed to Buyer all information relating to facts and circumstances regarding proposed or pending audit adjustments, disallowances, appeals of disallowances, any reserves recorded with respect to filed costs reports and any and all other unresolved claims or disputes in respect of such cost reports. Except as disclosed to Buyer on Schedule 3.23.3, there are no facts or circumstances that may reasonably give rise to any disallowance under any such cost report.
3.23.4 Without in any way limiting the foregoing provisions contained in this Section 3.23, each of the WD Group has provided to and/or obtained from any applicable Government Body all needed Permits necessary to qualify for any Medicaid or other Governmental Program payment or reimbursement and is continuing compliance with such Permits or cooperated with the certified organizations through which it provides services (whether a Government Body or otherwise) to the extent necessary for such organizations to so qualify and comply.
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