Healthcare Seller Representation

HEALTHCARE SELLER REPRESENTATION

Parties and Effective Date

Seller:

Corporation   LLC   Partnership   Sole Proprietor   Other  

Buyer:

Effective Date: ,

Recitals

WHEREAS, Seller owns and operates the healthcare practice, provider numbers, medical records and related assets identified herein and seeks to sell such assets and/or equity to Buyer; and WHEREAS, Buyer requires Seller's representations and warranties regarding regulatory compliance, payer relationships, patient records and billing practices as a condition to the transaction.

Representations and Warranties of Seller

1. Organization and Authority. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full corporate or entity power and authority to enter into, deliver and perform this Representation. No authorization or consent of any third party is required for Seller to execute and deliver this Representation.

2. Licenses and Credentials. All professional licenses, facility licenses, permits and certifications necessary to operate the practice are held in good standing. Seller lists the principal licenses and their expiration dates below.

3. Provider Identifiers. Seller represents that the following provider identifiers are true and complete.

4. Payer Contracts. Seller has provided to Buyer, and represents the accuracy of, a complete list of material third-party payer contracts, including assignment provisions, termination rights, change-of-control clauses and required notices.

5. Billing, Coding and Reimbursement. Seller represents that all billing, coding and reimbursement practices materially comply with applicable federal and state statutes, regulations and third-party payer requirements, including but not limited to laws prohibiting submission of false or fraudulent claims.

Seller affirms (select as applicable):

No pending government audits or reimbursement investigations related to billing or coding
No material outstanding overpayment demands from payers
Billing and coding internal controls are documented and in place

Patient Records, Privacy and HIPAA

6. Patient Records. Seller maintains patient records in accordance with applicable law. Seller represents that all medical records are complete and accurate to Seller's knowledge and that Seller shall provide access to such records and to protected health information (PHI) as necessary to complete the transaction and to permit continuity of care.

7. HIPAA and PHI Authorization. Seller authorizes Buyer and its agents to access PHI to the extent necessary to evaluate, close and transition operations, provided such access is subject to confidentiality, minimum necessary standards and restricted use consistent with applicable law. Seller further certifies that it has provided any required patient notices and, where necessary, obtained patient authorizations for disclosure of PHI for purposes of the transaction.

Seller acknowledges and certifies: Seller has complied with HIPAA notice and authorization obligations to the extent required.

Authorization Expiration:

Litigation, Compliance and Insurance

8. Litigation and Investigations. Seller has disclosed all material claims, litigation, government inquiries, administrative actions or professional board actions involving Seller or the practice. If any such matters exist, Seller has provided written detail below.

Tax, Employees and Material Contracts

9. Taxes. Seller has timely filed all tax returns required by applicable law and has paid all taxes due, except for those contested in good faith and disclosed to Buyer.

Covenants, Indemnification and Survival

10. Covenants. From the Effective Date until the Closing, Seller will operate the practice in the ordinary course of business, preserve records and not take actions that could materially impair the practice or the value of the assets to be acquired by Buyer.

11. Indemnification. Seller shall indemnify, defend and hold harmless Buyer from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants set forth in this Representation.

12. Survival. All representations and warranties shall survive the Closing for a period of months, except as otherwise agreed in the definitive transaction documents.

Confidentiality and Notices

13. Confidentiality. The parties agree that all non-public information exchanged in connection with this representation shall be maintained in confidence and used solely for purposes of evaluating and completing the transaction, except as required by law.

General Provisions

14. Governing Law; Interpretation. This Representation shall be governed by and construed in accordance with the laws agreed in the definitive transaction documents. Headings are for convenience only and shall not affect interpretation.

15. Entire Agreement. This Representation, together with the definitive purchase agreement, sets forth the entire understanding between Seller and Buyer relating to the subject matter hereof and supersedes all prior discussions, agreements or understandings.

Acknowledgment

By signing below, Seller certifies under penalty of perjury that the representations and warranties set forth in this document are true, complete and accurate as of the Effective Date and that Seller will continue to cooperate with Buyer in connection with the transaction and any post-closing matters.

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