5 unchanged sentences
Indemnities — From time to time, we enter into certain types of contracts that contingently require us to indemnify parties against third-party claims.
−Removed: These contracts primarily include (i) certain real estate leases, under which we may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from our use of the applicable premises, (ii) operations transfer agreements, in which we agree to indemnify past operators of facilities we acquire against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer to the Company's independent operating subsidiary, (iii) certain lending agreements, under which we may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with our officers, directors and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment or other relationship to the Company.
+Added: These contracts primarily include (i) certain real estate leases, under which we may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from our use of the applicable premises, (ii) operations transfer agreements, in which we agree to indemnify past operators of facilities we acquire against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer to the Company's independent operating subsidiary, (iii) certain lending agreements, under which we may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with our officers, directors and others, under which we may be required to indemnify such persons for liabilities arising out of the nature of their relationship to the Company.
The terms of such obligations vary by contract and, in most instances, do not expressly state or include a specific or maximum dollar amount.
2 unchanged sentences
In connection with the spin-off transaction, certain landlords required, in exchange for their consent to the transaction, that our lease guarantees remain in place for a certain period of time following the spin-off.
−Removed: These guarantees could result in significant additional liabilities and obligations for us if Pennant were to default on their obligations under their leases with respect to these properties.
+Added: These guarantees could result in
+Added: significant additional liabilities and obligations for us if Pennant were to default on their obligations under their leases with respect to these properties.
Department of Justice Civil Investigative Demand — On May 31, 2018, we received a CID from the U.S.
11 unchanged sentences
The skilled nursing and post-acute care industry is heavily regulated.
−Removed: As such, we are continuously subject to state and federal regulatory scrutiny, supervision and control in the ordinary course of business.
+Added: As such, we and our independent operating subsidiaries are continuously subject to state and federal regulatory scrutiny, supervision and control in the ordinary course of business.
Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine.
3 unchanged sentences
Adverse determinations in legal proceedings or governmental investigations, whether currently asserted or arising in the future, could have a material adverse effect on our financial position, results of operations, and cash flows.
−Removed: Additionally, the U.S.
+Added: Additionally, and in 2020, the U.S.
House of Representatives Select Subcommittee on the Coronavirus Crisis launched a nation-wide investigation into the COVID-19 pandemic, which includes the impact of the coronavirus on residents and employees in nursing homes.
1 unchanged sentence
The Company is cooperating in responding to this inquiry.
−Removed: However, it is not possible to predict the ultimate outcome of any such investigation, or whether and what other investigations or regulatory responses may result from the investigation and could have a material adverse effect on our reputation, business, financial condition and results of operations.
−Removed: In addition to the potential lawsuits and claims described above, we are also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor.
+Added: However, it is not possible to predict the ultimate outcome of any such investigation, or whether and what other investigations or regulatory responses may result from the investigation, which could have a material adverse effect on our reputation, business, financial condition and results of operations.
+Added: In addition to the potential lawsuits and claims described above, we and our independent operating subsidiaries are also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare or Medicaid) or other payor.
A violation may provide the basis for exclusion from Federally funded healthcare programs.
5 unchanged sentences
In addition to the Federal False Claims Act, some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations.
−Removed: Further, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act.
−Removed: As such, we could face increased scrutiny, potential liability, and legal expenses and costs based on claims under state false claims acts in markets where our independent operating subsidiaries do business.
+Added: Further, the Deficit Reduction Act of 2005 created incentives for states to
+Added: enact anti-fraud legislation modeled on the Federal False Claims Act.
+Added: As such, we and our independent operating subsidiaries could face increased scrutiny, potential liability, and legal expenses and costs based on claims under state false claims acts in markets where our independent operating subsidiaries do business.
In May 2009, Congress passed the FERA which made significant changes to the Federal False Claims Act (FCA) and expanded the types of activities subject to prosecution and whistleblower liability.
11 unchanged sentences
While we have been able to settle or otherwise resolve these types of claims without an ongoing material adverse effect on our business, a significant increase in the number of these claims, or an increase in the amounts owing should plaintiffs be successful in their prosecution of future claims, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows.
−Removed: Claims and suits, including class actions, continue to be filed against us and other companies in the post-acute care industry.
+Added: Claims and suits, including class actions, continue to be filed against our independent operating subsidiaries and other companies in the post-acute care industry.
We and our independent operating entities have been subjected to, and/or are currently involved in, class action litigation alleging violations (alone or in combination) of state and federal wage and hour law as related to the alleged failure to pay wages, to timely provide and authorize meal and rest breaks, and other such similar causes of action.
3 unchanged sentences
Beginning in August 2020, CMS resumed Targeted Probe and Educate Program activity.
−Removed: As of March 31, 2021, two of our independent operating subsidiaries had Reviews scheduled, on appeal, or in a dispute resolution process.
−Removed: Subsequently, during April, one facility review was resolved and closed.
−Removed: We anticipate that these Reviews could increase in frequency in the future.
If an operation fails a Review and/or subsequent Reviews, the operation could then be subject to extended review or an extrapolation of the identified error rate to billings in the same time period.
−Removed: As of March 31, 2021, our independent operating subsidiaries have responded to the requests with respect to the claims currently under review, on appeal or in a dispute resolution process.
+Added: We anticipate that these Reviews could increase in frequency in the future.
+Added: As of June 30, 2021, none of our independent operating subsidiaries had Reviews scheduled, on appeal, or in a dispute resolution process.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.