THIRD PARTY PAYERS. 3.23.1 Except as set forth on Schedule 3.23.1, the Company holds any and all Permits for participation in, and is a party to a valid provider agreement for payment by applicable social service payers, school districts, schools or applicable Government Programs for the provision of tutoring services, social services or other services provided as part of the Business. Without in any way limiting the prior sentence, each service location of the Company is eligible to receive payments pursuant to an applicable Government Program. The Company is in compliance in all material respects with all conditions of participation in and eligibility requirements for applicable Government Programs. The Company has timely filed with each governmental agency all cost reports or similar filings 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. The Company has not received any notice of pending or possible investigations by, or loss of participation in, any of the Government Programs. All billing practices by the Company to all third party payers, including the Government Programs and private insurance Company, have been true, fair and correct and in material compliance with all applicable laws, regulations and policies of all such third party payers, and the Company has not billed for or received any payment or reimbursement in excess of amounts allowed by Laws. Except as set forth on Schedule 3.23.1, neither Seller nor the 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 the Company, and/or (iii) any freezes and/or funding reductions related to payments received by the Company (in connection with services rendered by the Company) from any Government Programs or other third party payors and/or (iv) any currently pending or threatened investigations of the Company by, or loss or suspension of participation in, any Government Programs. The Company has not exceeded any cap or ceiling applicable to payments which may be received from any Government Programs during any period. The Company has no obligation to return or refund to any Government Programs or Government Body any payments received in excess of any applicable payment cap or ceiling. 3.23.2 The Company has no liabilities to any third party fiscal intermediary, school, school district or carrier administering the Government Programs, directly to the Government Programs or any governmental agency or to any other third party payer for the recoupment of any amounts previously paid to the Company by any such third party fiscal intermediary, school district, school or carrier, Government Program or other third party payer. There are no pending and, to the knowledge of the Seller and the Company, threatened actions by any school, school district, third party fiscal intermediary or carrier, Government Program or other third party payer to suspend payments to the Company. 3.23.3 Without in any way limiting the foregoing, the Company 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 on a timely basis or prior to the time 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 the Company has not 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, the Company has provided to and/or obtained from any applicable Government Body all needed Permits necessary to qualify for any tutoring, 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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THIRD PARTY PAYERS. 3.23.1 Except as set forth on Schedule 3.23.1, the Company holds any and all Permits for participation in, and is a party to a valid provider agreement for payment by applicable social service payers, school districts, schools or applicable Government Programs for the provision of tutoring services, social services or other services provided as part of the Business. Without in any way limiting the prior sentence, each 3.24.1 Each service location of the any WCG Company is eligible to receive payments pursuant to an applicable Government Program. The Each WCG Company is in compliance in all material respects with all conditions of participation in and eligibility requirements for each applicable Government ProgramsGovernmental Program. The Each WCG Company has timely filed with each governmental agency any applicable Government Body all cost reports or similar filings required to be filed by it under federal and state law Law in connection with its operations, and all such cost reports or similar filings comply in all material respects with applicable legal requirementsLaws. The No WCG Company has not received any notice of pending or possible investigations by, or loss of participation in, any of the Government ProgramsGovernmental Program. All billing practices by the each WCG Company to all third party payers, including the Government Programs any Governmental Program and private insurance Companycompanies, have been true, fair accurate and correct and in material compliance with all applicable laws, regulations Laws and policies of all such third party payers, and the no WCG Company has not billed for or received any payment or reimbursement in excess of amounts allowed by Laws. Except as set forth on Schedule 3.23.13.24.1, neither no Seller nor the 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 the any WCG Company, ; and/or (iii) any freezes and/or funding reductions related to payments received by the any WCG Company (in connection with services rendered by the a WCG Company) from any Government Programs Governmental Program or other third party payors payers; and/or (iv) any currently pending or or, to the knowledge of Sellers, threatened investigations of the any WCG Company by, or loss or suspension of participation in, any Government ProgramsGovernmental Program. The No WCG Company has not exceeded any cap or ceiling applicable to payments which may be received from any Government Programs Governmental Program during any period. The No WCG Company has no obligation an Obligation to return or refund to any Government Programs Governmental Program or Government Body any payments received in excess of any applicable payment cap or ceiling.
3.23.2 The 3.24.2 No WCG Company has no liabilities an Obligation to any third party fiscal intermediary, school, school district intermediary or carrier administering the Government Programsany Governmental Program, directly to the Government Programs any Governmental Program or any governmental agency Government Body or to any other third party payer for the recoupment of any amounts previously paid to the any WCG Company by any such third party fiscal intermediary, school district, school intermediary or carrier, Government Governmental Program or other third party payer. There are no pending and, to the knowledge of the Seller and the CompanySellers, threatened actions by any school, school district, third party fiscal intermediary or carrier, Government Governmental Program or other third party payer to suspend payments to the any WCG Company.
3.23.3 3.24.3 Without in any way limiting the foregoing, the each WCG Company has duly filed all required third-party cost reports or similar report reports required for all periods since the Formation Date and such reports have been filed either on a timely basis or prior to the time 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 the no WCG Company has not received, reimbursement in excess of the amount provided by law. Set forth on Schedule 3.23.3 indicates 3.24.3 is a list of the cost reports which have been audited or reconciled and finally settled, the status of the cost reports which have not been audited or reconciled and finally settled, and a brief description of any and all notices of program reimbursement. The Each WCG Company has disclosed to Buyer Providence all information relating to facts and circumstances regarding proposed or pending audit or reconciliation 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 set forth on Schedule 3.23.33.24.3, to the knowledge of Sellers, there are no facts or circumstances that may reasonably give rise to any disallowance under any such cost report.
3.23.4 3.24.4 Without in any way limiting the foregoing provisions contained in this Section 3.233.24, the each WCG Company has provided to and/or obtained from any applicable Government Body all needed required Permits necessary to qualify for any tutoring, 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.
Appears in 1 contract
THIRD PARTY PAYERS. 3.23.1 Except as set forth on Schedule 3.23.1, each of the Company AlphaCare Companies holds any and all Permits for participation in, and is a party to a valid provider agreement for payment by applicable social service payers, school districts, schools payers or applicable Government Programs for the provision of tutoring services, social services or other services provided as part of the Business. Without in any way limiting the prior sentence, each service location of each of the Company AlphaCare Companies is eligible to receive payments pursuant to an applicable Government Program. The Company Each of the AlphaCare Companies is in compliance in all material respects with all conditions of participation in and eligibility requirements for applicable Government Programs. The Company Each of the AlphaCare Companies has timely filed with each governmental agency all cost reports or similar filings 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. The Company Each of the AlphaCare Companies has not received any notice of pending or possible investigations by, or loss of participation in, any of the Government Programs. All billing practices by each of the Company AlphaCare Companies to all third party payers, including the Government Programs and private insurance Companycompanies, have been true, fair and correct and in material compliance with all applicable laws, regulations and policies of all such third party payers, and each of the Company AlphaCare Companies has not billed for or received any payment or reimbursement in excess of amounts allowed by Laws. Except for as set forth on Schedule 3.23.1, neither Seller nor or the Company AlphaCare Companies has knowledge of (i) any statutory or regulatory changes or any administrative rulings which would adversely affect the Business or New 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 any of the CompanyAlphaCare Companies, and/or (iii) any freezes and/or funding reductions related to payments received by any of the Company AlphaCare Companies (in connection with services rendered by any of the CompanyAlphaCare Companies) from any Government Programs or other third party payors and/or (iv) any currently pending or threatened investigations of any of the Company AlphaCare Companies by, or loss or suspension of participation in, any Government Programs. The Company has not None of the AlphaCare Companies have exceeded any cap or ceiling applicable to payments which may be received from any Government Programs during any period. The Company has no None of the AlphaCare Companies have any obligation to return or refund to any Government Programs or Government Body any payments received in excess of any applicable payment cap or ceiling.
3.23.2 The Company has no None of the AlphaCare Companies have any liabilities to any third party fiscal intermediary, school, school district intermediary or carrier administering the Government Programs, directly to the Government Programs or any governmental agency or to any other third party payer for the recoupment of any amounts previously paid to any of the Company AlphaCare Companies by any such third party fiscal intermediary, school district, school intermediary or carrier, Government Program or other third party payer. There are no pending and, to the knowledge of the Seller and the CompanyAlphaCare Companies, threatened actions by any school, school district, third party fiscal intermediary or carrier, Government Program or other third party payer to suspend payments to any of the CompanyAlphaCare Companies.
3.23.3 Without in any way limiting the foregoing, each of the Company AlphaCare Companies 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 on a timely basis or prior to the time 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 Company has not AlphaCare Companies have received, reimbursement in excess of the amount provided by law. Schedule 3.23.3 3.23 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 Each of the AlphaCare Companies 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 Company AlphaCare Companies has provided to and/or obtained from any applicable Government Body all needed Permits necessary to qualify for any tutoringMedicare, 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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