Common use of Cost Report Matters Clause in Contracts

Cost Report Matters. Sellers, at their expense, shall prepare and timely file all terminating and other cost reports required or permitted by law to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, or as a result of the consummation of the transactions described herein (“Seller Cost Reports”). For cost reporting periods ending after the Effective Time, Buyer agrees to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual cost report. Buyer shall forward to Sellers any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Seller Cost Reports within five (5) business days after receipt by Buyer and shall forward to Sellers any demand for payments within three (3) business days after receipt by Buyer. Sellers shall retain all rights to the Seller Cost Reports including any amounts receivable or payable in respect of such reports or reserves relating to such reports. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of such cost reports to Buyer at least five (5) business days prior to filing.

Cost Report Matters. Sellers, at their expense, (a) Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein in this Agreement, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (the “Seller Cost Reports”). For cost reporting periods ending after the Effective Time, Buyer agrees to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual cost report. Buyer Purchaser shall forward to Sellers Seller any and all correspondence relating to the Seller Cost Reports or rights to settlements and retroactive adjustments on Seller Cost Reports (“Agency Settlements”) within five (5) business days of receipt by Purchaser. Purchaser shall not reply to any such correspondence without Seller’s written approval. Purchaser shall remit any receipts relating to the Seller Cost Reports or the Agency Settlements within five (5) business days after receipt by Buyer. Buyer shall remit Purchaser and will forward any receipts of funds relating to the Seller Cost Reports demand for payments within five (5) business days after receipt days. Purchaser (and its successors-in-interest, assigns and affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Buyer and shall forward Purchaser against Seller including pursuant to Sellers any demand for payments within three (3) business days after receipt by Buyerthe indemnification provisions of Section 10.2. Sellers Seller shall retain all rights to the Seller Cost Reports including including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Agency Settlements and Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of such cost reports to Buyer at least five (5) business days prior to filing.

Cost Report Matters. Sellers, at their expense, (a) Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein in this Agreement relating to Medicare, Medi-Cal or TRICARE (“the "Seller Cost Reports”"). For cost reporting periods ending after the Effective Time, Buyer agrees to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual cost report. Buyer Purchaser shall forward to Sellers Seller any and all correspondence relating to the Accounts Receivable, the Seller Cost Reports or rights to settlements and retroactive adjustments on the Seller Cost Reports ("Agency Settlements") within five ten (510) business days of receipt by Purchaser. Purchaser shall not reply to any such correspondence without Seller's written approval. Purchaser shall remit any receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements within ten (10) business days after receipt by Buyer. Buyer shall remit any Purchaser (except those receipts of funds relating to the Seller Cost Reports within five (5be retained by Purchaser pursuant to Section 11.3) business days after receipt by Buyer and shall will forward to Sellers any demand for payments within three ten (310) business days days. Purchaser (and its respective successors-in-interest, assigns and affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Purchaser against Seller including but not limited to pursuant to the post-closing Cash Purchase Price adjustment of Section 1.3 and the indemnification provisions of Section 10.2. If Purchaser does not remit the receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements to Seller in accordance with the fourth sentence of this Section 11.2(a), such receipts shall bear interest at the Prime Rate in effect on the calendar day upon which such payment was required to be made to Seller (the "Settlement Due Date") plus five percent (5%) (or the maximum rate allowed by law, whichever is less), such interest accruing on each calendar day after receipt by Buyerthe Settlement Due Date until the receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements and all interest thereon is made to Seller. Sellers Seller shall retain all rights to the Seller Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Agency Settlements and the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the Receivables Records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. Sellers(a) Seller shall, at their expenseand shall cause the Subsidiaries to, shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Closing Date or required as a result of the consummation of the transactions described herein herein, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (“Seller the "Subsidiaries' Cost Reports”"). For cost reporting periods ending after the Effective Time, Buyer agrees Purchaser shall forward to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide Seller any and all supporting documentation correspondence relating to Buyer during any audits by the Medicare Administrative Contactor Accounts Receivable, the Subsidiaries' Cost Reports or rights to settlements and retroactive adjustments on the Subsidiaries' Cost Reports (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers "Agency Settlements") within five (5) business days of the NPR date of each impact annual cost reportreceipt by Purchaser. Buyer Purchaser shall forward not reply to Sellers any and all such correspondence without Seller's written approval. Purchaser shall remit any receipts relating to the Seller Accounts Receivable, the Subsidiaries' Cost Reports or the Agency Settlements within five (5) business days after receipt by Buyer. Buyer shall remit Purchaser (except those receipts to be retained by Purchaser pursuant to Section 11.3) and will forward any receipts of funds relating to the Seller Cost Reports demand for payments within five (5) business days after receipt days. Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Buyer Purchaser against Seller including but not limited to pursuant to the post-closing Purchase Price adjustment of Section 1.4 and shall forward to Sellers any demand for payments within three (3) business days after receipt by Buyerthe indemnification provisions of Section 10.2. Sellers Seller shall retain all rights to the Seller Subsidiaries' Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Seller Agency Settlements and the Subsidiaries' Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the Receivables Records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. Sellers, at their expense, (a) Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Time (including all cost reports relating to TRH and the TRH Businesses for the period through the Closing Date) or required as a result of the consummation of the transactions described herein in this Agreement, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (the “Seller Cost Reports”). For cost reporting periods ending after the Effective Time, Buyer agrees to include a separate Purchaser shall (and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90shall cause TRH to) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual cost report. Buyer shall forward to Sellers Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to Accounts Receivable, the Seller Cost Reports within five or rights to settlements and retroactive adjustments on the Seller Cost Reports (5“Agency Settlements”) as promptly as reasonably practicable following (but in no event later than fifteen (15) business days after of) receipt by Buyer Purchaser or TRH. Such correspondence shall include the final notices for State of Missouri fiscal year ending June 30, 2004 from Missouri Medicaid (Division of Medical Services) and MHA Management Services Corporation. Purchaser shall not (and shall cause TRH to not) reply to any such correspondence without Seller’s written approval. Purchaser shall (and shall cause TRH to) remit any receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements (and forward to Sellers any demand for payments within three payments) as promptly as reasonably practicable following (3but in no event later than fifteen (15) business days after of) receipt by BuyerPurchaser or TRH (except those receipts to be retained by Purchaser or TRH pursuant to Section 11.3). Sellers Purchaser (and its respective successors-in-interest, assigns and affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Purchaser against Seller including but not limited to pursuant to the post-closing Cash Purchase Price adjustment of Section 1.4 and the indemnification provisions of Section 10.2. If Purchaser does not remit the receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements to Seller in accordance with the fourth sentence of this Section 11.2(a), such receipts shall bear interest at the Prime Rate in effect on the calendar day upon which such payment was required to be made to Seller (the “Settlement Due Date”) plus five percent (5%) (or the maximum rate allowed by law, whichever is less), such interest accruing on each calendar day after the Settlement Due Date until the receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements and all interest thereon is made to Seller. Seller shall retain all rights to the Seller Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Agency Settlements and the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the Receivables Records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. Sellers, at their expense, (a) Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein in this Agreement, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (“the "Seller Cost Reports”"). For cost reporting periods ending after the Effective Time, Buyer agrees Purchaser shall forward to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide Seller any and all supporting documentation correspondence relating to Buyer during any audits by the Medicare Administrative Contactor Accounts Receivable, the Seller Cost Reports or rights to settlements and retroactive adjustments on the Seller Cost Reports (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers "Agency Settlements") within five (5) business days of the NPR date of each impact annual cost reportreceipt by Purchaser. Buyer Purchaser shall forward not reply to Sellers any and all such correspondence without Seller's written approval. Purchaser shall remit any receipts relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements within five (5) business days after receipt by Buyer. Buyer shall remit Purchaser (except those receipts to be retained by Purchaser pursuant to Section 11.3) and will forward any receipts of funds relating to the Seller Cost Reports demand for payments within five (5) business days after receipt days. Purchaser (and its respective successors-in-interest, assigns and affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Buyer Purchaser against Seller including but not limited to pursuant to the post-closing Cash Purchase Price adjustment of Section 1.4 and shall forward to Sellers any demand for payments within three (3) business days after receipt by Buyerthe indemnification provisions of Section 10.2. Sellers Seller shall retain all rights to the Seller Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Agency Settlements and the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the Receivables Records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. Sellers, at their expense, (a) Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Closing Date or required as a result of the consummation of the transactions described herein herein, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (“Seller the "Subsidiaries' Cost Reports”"). For cost reporting periods ending after the Effective Time, Buyer agrees Purchaser shall forward to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide Seller any and all supporting documentation correspondence relating to Buyer during any audits by the Medicare Administrative Contactor Accounts Receivable, Seller's Cost Reports or rights to settlements and retroactive adjustments on the Seller's Cost Reports (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers "Agency Settlements") within five (5) business days of the NPR date of each impact annual cost reportreceipt by Purchaser. Buyer Purchaser shall forward not reply to Sellers any and all such correspondence without Seller's written approval. Purchaser shall remit any receipts relating to the Seller Accounts Receivable, the Seller's Cost Reports or the Agency Settlements within five (5) business days after receipt by Buyer. Buyer shall remit Purchaser (except those receipts to be retained by Purchaser pursuant to Section 11.3) and will forward any receipts of funds relating to the Seller Cost Reports demand for payments within five (5) business days after receipt days. Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Buyer Purchaser against Seller including but not limited to pursuant to the post-closing Purchase Price adjustment of Section 1.4 and shall forward to Sellers any demand for payments within three (3) business days after receipt by Buyerthe indemnification provisions of Section 10.2. Sellers Seller shall retain all rights to the Seller Seller's Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Seller Agency Settlements and the Seller's Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the Receivables Records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. SellersSeller shall timely prepare, at their expenseexecute, shall prepare and timely file all terminating and other cost reports required or permitted by law to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency Cost Reports for periods ending on the Closing Date or prior to the Effective Time, or required as a result of the consummation of the transactions described herein set forth herein, including terminating cost reports for the Medicare and the Medicaid programs (the “Seller Terminating Cost Reports”). For The liabilities relating to or arising under cost reporting reports for periods ending after the Effective Time, Buyer agrees to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided Closing Date shall accrue to, and be the responsibility of, Seller. Purchaser shall, promptly after receipt by Sellers within ninety (90) days of the Purchaser, forward to Seller any demand for payments relating to government cost report year end which settlements, Seller’s cost reports, and/or any Seller ~#4849-2426-8572 - 37436/09006~ 8 cost report reopened prior to the Effective Time. Seller agrees to deliver to Purchaser a copy of any action, order, notice (including, any notice of program reimbursement), or other correspondence from the fiscal intermediary, Medicare contractor, CMS, or North Carolina Department of Health and Human Services (“NCDHHS”) or any of its divisions or contractors received by Seller relating to Seller’s cost reports. Purchaser shall have been deemed uncollectible after all rights to (i) reopen any Seller cost report and any amounts receivable with respect to such reopened Seller cost reports, and (ii) appeal any determinations relating to government cost report settlements, Seller cost reports, and/or any reopened Seller cost report; provided, however, that Purchaser shall pay all cost report liability to the extent such liability is assessed against and payable by Seller solely as a result of Purchaser’s reopening of any of Seller’s cost reports. Seller shall have all rights to any additional payments received from the fiscal intermediary, Medicare contractor, CMS, or NCDHHS or any of its divisions or contractors relating to Seller’s cost reports for all periods prior to the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing provided that such additional payments are not the result of the NPR. Sellers agree to provide Purchaser reopening or appealing any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual such cost report, in which case Purchaser shall receive such additional payments. Buyer shall forward to Sellers any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Seller Cost Reports within five (5) business days after receipt by Buyer and shall forward to Sellers any demand for payments within three (3) business days after receipt by Buyer. Sellers shall retain all rights to the Seller Cost Reports including any amounts receivable or payable in respect of such reports or reserves relating to such reports. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reportsall of Seller’s cost reports, correspondence, work papers papers, and other documents relating to the Seller Cost Reports. Sellers will furnish copies of such Seller’s cost reports and/or government cost report settlements; however, Purchaser shall be permitted to Buyer have prompt access to all such originals at least five (5) business days prior to filingany reasonable time upon reasonable notice.

Cost Report Matters. Sellers(a) Seller shall, at their expenseand shall cause the Subsidiaries to, shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Closing Date or required as a result of the consummation of the transactions 55 60 described herein herein, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (“Seller the "Subsidiaries' Cost Reports”"). For cost reporting periods ending after the Effective Time, Buyer agrees Purchaser shall forward to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide Seller any and all supporting documentation correspondence relating to Buyer during any audits by the Medicare Administrative Contactor Accounts Receivable, the Subsidiaries' Cost Reports or rights to settlements and retroactive adjustments on the Subsidiaries' Cost Reports (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers "Agency Settlements") within five (5) business days of the NPR date of each impact annual cost reportreceipt by Purchaser. Buyer Purchaser shall forward not reply to Sellers any and all such correspondence without Seller's written approval. Purchaser shall remit any receipts relating to the Seller Accounts Receivable, the Subsidiaries' Cost Reports or the Agency Settlements within five (5) business days after receipt by Buyer. Buyer shall remit Purchaser (except those receipts to be retained by Purchaser pursuant to Section 11.3) and will forward any receipts of funds relating to the Seller Cost Reports demand for payments within five (5) business days after receipt days. Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Buyer Purchaser against Seller including but not limited to pursuant to the post-closing Purchase Price adjustment of Section 1.4 and shall forward to Sellers any demand for payments within three (3) business days after receipt by Buyerthe indemnification provisions of Section 10.2. Sellers Seller shall retain all rights to the Seller Subsidiaries' Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Seller Agency Settlements and the Subsidiaries' Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the Receivables Records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. Sellers, at their expense, Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Closing Date or required as a result of the consummation of the transactions described herein herein, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (the “Seller Cost Reports”). For cost reporting periods ending after the Effective Time, Buyer agrees to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual cost report. Buyer Purchaser shall forward to Sellers Seller any and all correspondence relating exclusively to the Seller Receivables, the Seller Cost Reports or rights to settlements and retroactive adjustments on the Seller Cost Reports (“Agency Settlements”) within five ten (510) business days of receipt by Purchaser. Purchaser shall not reply to any such correspondence without Seller’s written approval which shall not be unreasonably withheld. Purchaser shall remit any receipts relating to the Seller Receivables, the Seller Cost Reports or the Agency Settlements within ten (10) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Seller Cost Reports within five (5) business days after receipt by Buyer Purchaser, and shall will forward to Sellers any demand for payments within three ten (310) business days after receipt by Buyerdays. Sellers Seller shall retain all rights to the Seller Cost Reports including and to the Seller Receivables including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports. Sellers shall retain the originals of Agency Settlements and the Seller Cost Reports; provided, correspondencethat, work papers and other documents relating Purchaser shall have the right to the participate in any appeal of a Medicare determination that affects Purchaser. Seller Cost Reports. Sellers will furnish copies of the Seller Receivables records to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.

Cost Report Matters. Sellers, at their expense, (a) Seller shall prepare and timely file all terminating and other cost reports required or permitted by law relating to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein in this Agreement, including, without limitation, those relating to Medicare, Medicaid, Blue Cross and other third party payors which settle on a cost report basis (“the "Seller Cost Reports”"). For cost reporting periods ending after the Effective Time, Buyer agrees to include a separate and distinct listing of allowable Medicare bad debts with dates of service on or prior to the Effective Time provided by Sellers within ninety (90) days of the cost report year end which have been deemed uncollectible after the Effective Time, and on which Buyer agrees to request a distinct sample and audit for processing of the NPR. Sellers agree to provide any and all supporting documentation to Buyer during any audits by the Medicare Administrative Contactor (MAC), and Sellers will also provide a determination to Buyer of the final audited allowed Medicare bad debts by the MAC before finalization of the NPR. Buyer agrees to remit the net allowed and settled Medicare bad debts of Sellers within five (5) business days of the NPR date of each impact annual cost report. Buyer Purchaser shall forward to Sellers Seller any and all correspondence relating to the Accounts Receivable, the Seller Cost Reports or rights to settlements and retroactive adjustments on the Seller Cost Reports ("Agency Settlements") within five fifteen (515) business days after receipt by BuyerPurchaser. Buyer Purchaser shall not reply to any such correspondence without Seller's written approval. Purchaser shall remit any receipts of funds relating to the Accounts Receivable, the Seller Cost Reports or the Agency Settlements within five fifteen (515) business days after receipt by Buyer Purchaser (except those receipts to be retained by Purchaser pursuant to Section 11.3) and shall will forward to Sellers any demand for payments within three fifteen (315) business days after receipt days. Purchaser (and its respective successors-in-interest, assigns and affiliates) shall have neither the right to offset amounts payable to Seller under this Section 11.2 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by BuyerPurchaser against Seller including but not limited to pursuant to the post-closing Cash Purchase Price adjustment of Section 1.4 and the indemnification provisions of Section 10.2. Sellers Seller shall retain all rights to the Seller Cost Reports including and to the Accounts Receivable including, without limitation, any amounts receivable payables resulting therefrom or payable in respect of such reports or reserves receivables relating to such reports. Such rights shall include thereto and the right to appeal any Medicare or Medicaid determinations relating to the Agency Settlements and the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of the business records relating to Accounts Receivable to Purchaser upon request and allow Purchaser and its representatives reasonable access to such cost reports to Buyer at least five (5) business days prior to filingdocuments.