Common use of Billing Practices Clause in Contracts

Billing Practices. Except as set forth on Schedule 4.28: (a) All reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇, claims or other filings for professional and related services submitted by or on behalf of any Company Group member related to and of the Business to any Governmental Authority, including its fiscal intermediaries and/or carriers and insurance carriers for any Government Program, to Company’s Knowledge, have been timely submitted in material compliance with all applicable Legal Requirements and are accurate and complete in all material respects with the exception of discovered overpayments from claims which Company Group has negative billed or otherwise repaid prior to Closing; (b) Each Company Group member is and has been in material compliance with the filing requirements with respect to required cost reports of Company Group, and such reports do not claim, and no Company Group member has received, payment or reimbursements in excess of the amount provided or allowed by applicable Legal Requirements or any applicable government agreement, except where excess reimbursement was recorded as a liability on the most recent balance sheet included among the Financial Statements; (c) To Company’s Knowledge, there are no facts or circumstances which may reasonably be expected to give rise to any material disallowance under any such cost reports. Company Group has paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or other filings and has not, to Company’s Knowledge, claimed or, to its knowledge, received reimbursements from Government Programs in excess of amounts permitted by Legal Requirements except for discovered overpayments which have been repaid prior to Closing; (d) Except as set forth in Schedule 4.28, (i) the Company Group has received no notice of pending appeals, adjustments, challenges, audits, inquiries, additional document requests, litigation or notices of intent to audit, reopening of cost reports, Notices of Program Reimbursement reflecting overpayments, penalties, interest or fines with respect to any such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or other filings related to and of the Business, and (ii) the Business has not been audited or surveyed, or otherwise examined, by any Government Program or Private Program other than routine audits or surveys. True and correct copies of each survey, if any, and any correspondence or findings with respect thereto have been provided to Purchaser; (e) Company Group has responded timely to all written requests by the Governmental Authorities, their agents or Third Party Payor; and (f) All billing practices of each Company Group member to all Third Party Payors, including the Government Programs and private insurance companies, have been in compliance in all material respects with all applicable Legal Requirements, regulations and written policies of such Third Party Payors and Government Programs which have been clearly communicated to Company Group.

Billing Practices. Except as set forth on Schedule 4.28: (a) All reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇, claims or and other filings for professional and related services submitted by or on behalf of the Company or any Company Group member related to and of the Business its Subsidiaries to any Governmental Authority, including its fiscal intermediaries and/or carriers and insurance carriers Entity for any Government Program, to Company’s Knowledgeor any Third Party Payor for any Private Program, have been submitted timely submitted and in material compliance with all applicable statutes, rules, regulations and Legal Requirements and are accurate and complete in all material respects with the exception of discovered overpayments from claims which Company Group has negative billed or otherwise repaid prior to Closing; (b) Each Company Group member is and has been in material compliance with the filing requirements with respect to required cost reports of Company Group, and such reports do not claim, and no Company Group member has received, payment or reimbursements in excess of the amount provided or allowed by applicable Legal Requirements or any applicable government agreementrespects, except where excess reimbursement was recorded as any failure to so comply (either individually or in the aggregate) has not had and will not have a liability on the most recent balance sheet included among the Financial Statements; (c) To Company’s Knowledge, there are no facts or circumstances which may reasonably be expected to give rise to any material disallowance under any such cost reportsMaterial Adverse Effect. The Company Group has and each Subsidiary have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or ▇, claims and other filings and has not, to Company’s Knowledge, claimed or, to its knowledge, received reimbursements from Government Programs in excess of amounts permitted by Legal Requirements except for discovered overpayments which have been repaid prior to Closing; (d) filings. Except as set forth in Schedule 4.28the Billing Practices Schedule, (ia) the Company Group has received there are no notice of pending appeals, adjustments, challenges, audits, inquiries, additional document requests, litigation or notices of intent to audit, reopening of cost reports, or Notices of Program Reimbursement reflecting overpayments, penalties, interest or fines with respect to any such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or ▇, claims and other filings related to and of the Business, and (iib) during the Business last five years neither the Company nor any Subsidiary has not been audited or surveyed, or otherwise examined, by any Government Program or Private Program other than routine audits or surveysProgram. True The Company and correct copies of each survey, if any, and any correspondence or findings with respect thereto Subsidiary have been provided to Purchaser; (e) Company Group has responded timely to all written requests by the Governmental Authorities, their agents or Third Party Payor; and (f) All billing practices of each Company Group member to all Third Party Payors, including the Government Programs Entities and private insurance companies, have been in compliance in all material respects with all applicable Legal Requirements, regulations and written policies of such Third Party Payors for information about ▇▇▇▇▇▇▇▇. The Company and each Subsidiary have not claimed or received reimbursements from Private Programs in excess of amounts permitted by Legal Requirements or contract, except as reserved therefor as a liability on the Estimated Closing Balance Sheet. (b) The Company and each Subsidiary have not claimed or received reimbursements from Government Programs which have been clearly communicated in excess of amounts permitted by Legal Requirements or contract, except as reserved therefor as a liability on the Estimated Closing Balance Sheet. Reserves recorded on the Estimated Closing Balance Sheet as a liability with respect to adjustments in amounts paid or received on cost reports filed pursuant to a Government Program or other Federal Health Care Program (as defined in 42 U.S.C. § 1320a-7b(f)) are sufficient to pay all Liabilities that may accrue to the Company Groupor any of its Subsidiaries, in the aggregate, with respect to such cost reports.

Billing Practices. Except as set forth on Schedule 4.28: (a) All reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇, claims or other filings for professional and related services submitted by or on behalf of any Company Group member related to the TARGET and of the Business its Subsidiaries to any Governmental AuthorityProgram, including its fiscal intermediaries and/or carriers and insurance carriers for any Government Program, to Company’s Knowledge, Program have been timely submitted in compliance in all material compliance respects with all applicable Legal Requirements and are accurate and complete in all material respects with the exception of discovered overpayments from claims which Company Group has negative billed or otherwise repaid prior to Closing; (b) Each Company Group member is respects. The TARGET and has been in material compliance with the filing requirements with respect to required cost reports of Company Group, and such reports do not claim, and no Company Group member has received, payment or reimbursements in excess of the amount provided or allowed by applicable Legal Requirements or any applicable government agreement, except where excess reimbursement was recorded as a liability on the most recent balance sheet included among the Financial Statements; (c) To Company’s Knowledge, there are no facts or circumstances which may reasonably be expected to give rise to any material disallowance under any such cost reports. Company Group has its Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or other filings and has not, to Company’s Knowledge, have not claimed or, to its knowledge, or received reimbursements from Government Programs or Private Programs in excess of amounts permitted by Legal Requirements except for discovered overpayments which have been repaid prior to Closing; (d) Law. Except as set forth in on Schedule 4.28, 8.4: (ia) the Company Group has received there are no notice of pending appeals, adjustments, challenges, audits, inquiries, additional document requests, litigation or notices of intent to audit, reopening of cost reports, Notices of Program Reimbursement reflecting overpayments, penalties, interest or fines with respect to any such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or other filings related to and of the BusinessBusiness of the TARGET and its Subsidiaries, and (iib) during the Business has last five (5) years, the TARGET and its Subsidiaries have not been audited or surveyed, or otherwise examined, by any Government Program or Private Program other than routine audits or surveysProgram. True and correct copies of each survey, if any, and any correspondence or findings with respect thereto have been provided to Purchaser; (e) Company Group The TARGET has responded timely to all written requests by the for information from Governmental Authorities, their agents or Third Party Payor; and (f) All billing practices of each Company Group member to all Third Party Payors, including the Government Programs Authorities and private insurance companies, have been in compliance in all material respects with all applicable Legal Requirements, regulations and written policies of such Third Party Payors and Government Programs which have been clearly communicated with respect to Company Groupthe Business of the TARGET.

Billing Practices. Except as set forth on Schedule 4.28: (a) All reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇, claims or other filings for professional and related services submitted by or on behalf of any Company Group member related to the Seller and of the Business Joint Ventures to any Governmental AuthorityProgram, including its fiscal intermediaries and/or carriers and insurance carriers for any Government Program, to Company’s Knowledgeor any Private Program, including any Third Party Payors, have been timely submitted in material compliance with all applicable Legal Requirements and are accurate and complete in all material respects with respects. To the exception of discovered overpayments from claims which Company Group has negative billed or otherwise repaid prior to Closing; (b) Each Company Group member is and has been in material compliance with the filing requirements with respect to required cost reports of Company Group, and such reports do not claim, and no Company Group member has received, payment or reimbursements in excess knowledge of the amount provided or allowed by applicable Legal Requirements or any applicable government agreementSeller, except where excess reimbursement was recorded as a liability on the most recent balance sheet included among Seller and the Financial Statements; (c) To Company’s Knowledge, there are no facts or circumstances which may reasonably be expected to give rise to any material disallowance under any such cost reports. Company Group has Joint Ventures have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or other filings and has not, to Company’s Knowledge, have not claimed or, to its knowledge, or received reimbursements from Government Programs or Private Programs in excess of amounts permitted by Legal Requirements except for discovered overpayments which have been repaid prior to Closing; (d) law. Except as set forth in Schedule 4.28, 8.4: (ia) the Company Group has received there are no notice of pending appeals, adjustments, challenges, audits, inquiries, additional document requests, litigation or notices of intent to audit, reopening of cost reports, Notices of Program Reimbursement reflecting overpayments, penalties, interest or fines with respect to any such reports, cap reports, cost reports, ▇▇▇▇▇▇▇▇ or other filings related to and of the BusinessBusiness of the Seller and the Joint Ventures, and (iib) during the Business has last five (5) years, the Seller and the Joint Ventures have not been audited or surveyed, or otherwise examined, by any Government Program or Private Program other than routine audits or surveysProgram. True The Seller and correct copies of each survey, if any, and any correspondence or findings with respect thereto the Joint Ventures have been provided to Purchaser; (e) Company Group has responded timely to all written requests by the for information from Governmental Authorities, their agents or Third Party Payor; and (f) All billing practices of each Company Group member to all Third Party Payors, including the Government Programs Authorities and private insurance companies, have been in compliance in all material respects with all applicable Legal Requirements, regulations and written policies of such Third Party Payors with respect to the Business of the Seller and Government Programs which have been clearly communicated to Company Groupthe Joint Ventures.