Common use of Payment Programs Clause in Contracts

Payment Programs. All payment programs in which the Existing Operator participates are listed on Schedule 3.1(b)(xiv) (collectively, the “Payment Programs”). Except as set forth on Schedule 3.1(b)(xiv), Existing Operator is a participating provider, in good standing, in compliance with the conditions of participation of the Payment Programs in which they participate with valid and current provider agreements. Except as identified on Schedule 3.1(b)(xiv), each such provider agreement may not be transferred to New Operator without consent of the counterparty. Except as set forth on Schedule 3.1(b)(xiv), there is no pending or to Existing Operator’s knowledge, threatened investigation, or civil, administrative proceeding relating to participation in any Payment Program nor have any such proceedings been concluded since January 1, 2022 that are material either individually or in the aggregate. Except as set forth on Schedule 3.1(b)(xiv), Existing Operator and the Facility are not subject to, nor has been subjected to at any time since January 1, 2022, any utilization review by any Payment Program. Except as set forth on Schedule 3.1(b)(xiv), since January 1, 2022, no Payment Program has requested or threatened, any recoupment, refund, or set-off from Existing Operator or Facility. Except as set forth on Schedule 3.1(b)(xiv) since January 1, 2022 no Payment Program has imposed a fine, penalty or other sanction on Existing Operator or the Facility. Neither Existing Operator nor any current employee of Existing Operator have been excluded from participation in any Payment Program. Existing Operator has not hired or contracted with any person or entity that is listed as “excluded” on the United States Office of the Inspector General or the HFR website. To Existing Operator’s knowledge, Existing Operator has not submitted to any Payment Program any false or fraudulent claim for payment, nor has Existing Operator at any time violated any condition for participation, or any rule, regulation, policy or standard of, any Payment Program, the violation of which would be materially adverse to Existing Operator or the Facility. All billing practices of Existing Operator with respect to the business and the Facility have been in compliance with all applicable laws and policies of each Payment Programs in all material respects. Existing Operator has not received notice or communication that Existing Operator has billed or received any payment or reimbursement in excess of amounts permitted by applicable Law, except to the extent cured or corrected and all penalties or interest discharged in connection with such cure or correction. Except as set forth on Schedule 3.1(b)(xiv), screening and care at the Facility has been conducted or rendered in accordance with the applicable screening and care criteria of the applicable Payment Program.

Payment Programs. All payment programs in which the Existing Operator participates are listed on Schedule 3.1(b)(xiv) (collectively, the “Payment Programs”). Except as set forth on Schedule 3.1(b)(xiv), Existing Operator is a participating provider, in good standing, in compliance with the conditions of participation of the Payment Programs in which they participate with valid and current provider agreements. Except as identified on Schedule 3.1(b)(xiv), each such provider agreement may not be transferred to New Operator without consent of the counterparty. Except as set forth on Schedule 3.1(b)(xiv), there is no pending or to Existing Operator’s knowledge, threatened investigation, or civil, administrative proceeding relating to participation in any Payment Program nor have any such proceedings been concluded since January August 1, 2022 2020 that are material either individually or in the aggregate. Except as set forth on Schedule 3.1(b)(xiv), Existing Operator and the Facility are not subject to, nor has been subjected to at any time since January August 1, 20222020, any utilization review by any Payment Program. Except as set forth on Schedule 3.1(b)(xiv), since January August 1, 20222020, no Payment Program has requested or threatened, any recoupment, refund, or set-off from Existing Operator or Facility. Except as set forth on Schedule 3.1(b)(xiv) since January August 1, 2022 2020 no Payment Program has imposed a fine, penalty or other sanction on Existing Operator or the Facility. Neither Existing Operator nor any current employee of Existing Operator have been excluded from participation in any Payment Program. Existing Operator has not hired or contracted with any person or entity that is listed as “excluded” on the United States Office of the Inspector General or the HFR website. To Existing Operator’s knowledge, Existing Operator has not submitted to any Payment Program any false or fraudulent claim for payment, nor has Existing Operator at any time violated any condition for participation, or any rule, regulation, policy or standard of, any Payment Program, the violation of which would be materially adverse to Existing Operator or the Facility. All billing practices of Existing Operator with respect to the business and the Facility have been in compliance with all applicable laws and policies of each Payment Programs in all material respects. Existing Operator has not received notice or communication that Existing Operator has billed or received any payment or reimbursement in excess of amounts permitted by applicable Law, except to the extent cured or corrected and all penalties or interest discharged in connection with such cure or correction. Except as set forth on Schedule 3.1(b)(xiv), screening and care at the Facility has been conducted or rendered in accordance with the applicable screening and care criteria of the applicable Payment Program.

Payment Programs. (a) All payment programs Payment Programs in which Sellers have participated at any time during the Existing Operator participates last three years are listed on Schedule 3.1(b)(xiv2.13(a)(i) (collectively, the “Seller Payment Programs”). Except as set forth on Schedule 3.1(b)(xiv2.13(a)(i), Existing Operator is a Sellers are participating providerproviders, in good standing, in compliance with the conditions of participation of the each Seller Payment Programs in which they participate with valid and current provider agreements. Except as identified on Schedule 3.1(b)(xiv), each such provider agreement may not be transferred to New Operator without consent of the counterpartyProgram. Except as set forth on Schedule 3.1(b)(xiv2.14(a), there is no pending or or, to Existing Operator’s knowledgethe Sellers’ Knowledge, threatened investigation, or civil, administrative or criminal proceeding relating to any Seller’s or any Seller Owners’ participation in any Payment Program nor have any such proceedings been concluded (since January 1, 2022 2004 in the case of any notice of deficiency) that are material either individually or in the aggregate. Except as set forth on Schedule 3.1(b)(xiv)2.13(a)(ii) and routine utilization review audits, Existing Operator and the Facility are not no Seller is subject to, nor has it been subjected to at any time since January 1, 20222004, any pre-payment utilization review or other utilization review by any Payment Program. Except as set forth on Schedule 3.1(b)(xiv2.13(a)(iii), since January 1, 2022, no Payment Program has requested requested, or to the Knowledge of the Sellers or Seller Owners threatened, any recoupment, refund, or set-off from Existing Operator or Facilityany Seller and there is no basis therefor. Except as set forth on Schedule 3.1(b)(xiv) 2.13(a)(iv), since January 1, 2022 2000 no Payment Program has imposed a fine, penalty or other sanction on Existing Operator any Seller or the Facilityany Seller Owner. Neither Existing Operator Sellers nor any Seller Owner, nor any current employee of Existing Operator have any Seller or any Seller Owner has been excluded from participation in any Payment Program. Existing Operator Except as set forth on Schedule 2.13(a)(v), no Seller or Seller Owner has not hired or contracted with any person or entity that is listed as “excluded” on the United States Office of the Inspector General or the HFR website. To Existing Operator’s knowledge, Existing Operator has not submitted to any Payment Program any false or fraudulent claim for payment, nor has Existing Operator any Seller or Seller Owner at any time violated any condition for participation, or any rule, regulation, policy or standard of, any Payment Program. All Medicare Cost Reports and cost reports required by any other Payment Program, including without limitation the violation Massachusetts Division of Health Care Finance and Policy (“DHCFP”) for all periods prior to the Closing Date have been accurately completed and timely filed in a manner consistent with the requirements concerning the same. Admissions to the Facilities and care provided therein have been conducted or rendered in accordance with the applicable screening, admission, and plan of care criteria of the applicable Payment Program. (b) Neither any Seller nor any Seller Affiliate, director, Seller Owner, officer, employee or agent has, directly or indirectly: (i) offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any financial arrangements with, any past or present patient or customer, past or present physician, other health care provider, supplier, contractor, third party, or Payment Program in order to induce or directly or indirectly obtain business or payments from such person, including without limitation any item or service for which payment may be made in whole or in part under any federal, state or private health care program, or for purchasing, leasing, ordering or arranging for or recommending, purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part under any federal, state or private health care program; (ii) given or received, or agreed to give or receive, or is aware that there has been made or that there is any agreement to make or receive, any gift or gratuitous payment or benefit of any kind, nature or description (including without limitation in money, property or services) to any past, present or potential patient or customer, medical director, physician, other health care provider supplier or potential supplier, contractor, Payment Program or any other person; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason; or (v) made or received or agreed to make or receive, or is aware that there has been made or received or that there has been any intention to make or receive, any payment to any person with the intention or understanding that any part of such payment would be materially adverse to Existing Operator or used for any purpose other than that described in the Facilitydocuments supporting such payment. All billing practices of Existing Operator Sellers with respect to the business and the Facility all Payment Programs have been true, fair and correct and in material compliance with all applicable laws Laws, and all regulations and policies of each all such Payment Programs in all material respects. Existing Operator Programs, and Seller has not received notice or communication that Existing Operator has billed for or received any payment or reimbursement in excess of amounts permitted by applicable Lawlaw or the rules and regulations of Payment Programs or contracts therewith. Sellers represent and warrant that they have provided Buyer with true and complete copies of all Medicare Cost Reports and filings with DHCFP filed as of the date hereof and as of the Closing Date with respect to periods ending on or after December 31, except 2003. (c) No Seller or Seller Owner has submitted any claim to the extent cured or corrected and all penalties or interest discharged any Payment Program in connection with such cure or correction. Except any referrals that violated any applicable self-referral Law, including without limitation the Federal Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn (known as set forth on Schedule 3.1(b)(xivthe “▇▇▇▇▇ Law”), screening or any applicable state self-referral Law. (d) Each Seller and care at Seller Owner has complied with all disclosure requirements of all applicable self-referral Laws, including without limitation the Facility ▇▇▇▇▇ Law and any applicable state self-referral Law. (e) Neither any Seller or Seller Owner, nor any Affiliate of any Seller or Seller Owner, has been conducted knowingly or rendered willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in accordance with cash or kind for the purpose of making or receiving any referral which violated any applicable screening and care criteria anti-kickback Law, including without limitation the Federal Health Care Program ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇-▇▇(▇) (known as the “Anti-Kickback Statute”), or any applicable state anti-kickback Law. (f) No Seller or Seller Owner has submitted (or had submitted on its behalf) any claim for payment to any Payment Program in violation of any Laws relating to false claim or fraud, including without limitation the Federal False Claim Act, 31 U.S.C. § 3729, or any applicable Payment Programstate false claim or fraud Law.