Common use of Cost Reports Clause in Contracts

Cost Reports. 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 Closing Date, or as a result of the consummation of the transactions described herein ("SELLERS COST REPORTS"). Buyer shall forward to Sellers any and all correspondence relating to the Sellers Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Sellers Cost Reports promptly after receipt by Buyer and shall forward to Sellers any demand for payments within five (5) business days after receipt by Buyer. Sellers shall retain all rights to the Sellers 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 Sellers Cost Reports. Sellers shall retain the originals of the Sellers Cost Reports, correspondence, work papers and other documents relating to the Sellers Cost Reports. Sellers will furnish copies of such cost reports, correspondence, work papers and other documents relating to the Seller Cost Reports to Buyer upon request.

Cost Reports. Sellers, at their expense, (a) Buyer shall timely prepare and timely file all terminating and other cost reports required or permitted by law for the Partnership with respect to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for cost reporting periods ending on or after the Effective Time (each a “Buyer Cost Report”), and Sellers shall timely prepare all cost reports for the Partnership with respect to cost reporting periods ending prior to the Closing Date, or as Effective Time (each a result of the consummation of the transactions described herein ("SELLERS COST REPORTS"“Seller Cost Report”). Buyer As used herein, the term “Partnership Cost Reports” shall forward to Sellers any and mean all correspondence cost reports relating to the Sellers Partnership for periods before or after the Effective Time, including Seller Cost Reports or Buyer Cost Reports. Buyer shall, within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to or the Sellers Cost Reports promptly after receipt by Buyer and shall Partnership, forward to Sellers any demand and all correspondence relating to any Seller Cost Report. Sellers shall retain all rights to appeal and reopen any Seller Cost Report. All rights to, and liabilities, obligations or receivables arising from, settlements and retroactive adjustments, if any, related to all Seller Cost Reports, including any 45 reserves relating to such reports, shall be allocated between Sellers and Buyer in proportion to their respective ownership percentages in the Partnership prior to the Effective Time (i.e., 80% for payments Sellers and 20% for Buyer). Accordingly, Buyer shall, within five (5) business days after receipt by Buyer. Buyer or the Partnership, (i) remit to Sellers shall retain all rights to the Sellers Cost Reports including eighty percent (80%) of any amounts receivable or payable in respect receipts of such reports or reserves funds relating to such reports. Such rights shall include the right any Seller Cost Report, and (ii) forward to appeal Sellers any Medicare or Medicaid determinations demand for payments from third party payors relating to any Seller Cost Report. Buyer shall, and shall cause the Sellers Cost Reports. Sellers shall retain Partnership to, maintain the originals of the Sellers all Partnership Cost Reports, correspondence, work papers and other documents relating to the Sellers Cost Reports. Sellers will furnish copies of such cost reports, correspondence, work papers and other documents relating to the Seller Partnership Cost Reports to Buyer upon requestfor examination and copying by Sellers as provided in Section 10.2.

Cost Reports. SellersBuyer shall, at their its expense, shall prepare and timely file cause to be prepared on behalf of Seller 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 Closing DateEffective Time, or as a result of the consummation of the transactions described herein herein, based on information provided by Seller to Buyer as set forth below ("SELLERS COST REPORTS"the “Seller Cost Reports”). Notwithstanding the foregoing, Seller will review, be responsible for, execute and timely file the Seller Cost Reports, and will be fully responsible for all liabilities relating to the Seller Cost Reports and for the accuracy of all information set forth therein; provided, however, that Buyer shall have the right to review and approve, in its reasonable discretion, the Seller Cost Reports prior to filing. Seller shall provide Buyer or its designee all records and data necessary for completion of the Seller Cost Reports. Buyer shall forward to Sellers Seller any and all correspondence relating to the Sellers Seller Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Sellers Seller Cost Reports promptly after receipt by Buyer and shall forward to Sellers any demand for payments within five ten (510) business days after receipt by the Buyer and shall forward to Seller any demand for payments within three (3) business days after receipt by the Buyer. Sellers Seller shall retain all rights to the Sellers 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 Sellers Seller Cost Reports. Sellers shall retain the originals of the Sellers Cost Reports, correspondence, work papers and other documents relating to the Sellers Cost Reports. Sellers will furnish copies of such cost reports, correspondence, work papers and other documents relating to the Seller Cost Reports to Buyer upon request.

Cost Reports. SellersSeller, at their expensewith the reasonable assistance of Buyer, shall prepare and timely file consistent with current laws all terminating and other Government Payment Program 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 Hospitals for periods ending on or prior to the Closing Date, Date or required as a result of the transfer of the Assets to Buyer and the consummation of the transactions described herein ("SELLERS COST REPORTS"“Seller Cost Reports”). Buyer shall forward to Sellers Seller any and all correspondence relating to the Sellers Seller Cost Reports within five (5) business days Business Days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Sellers Seller Cost Reports promptly after receipt by Buyer (and in all events within ten Business Days after receipt by Buyer) and shall forward to Sellers Seller any demand for payments within five (5) business days Business Days after receipt by Buyer. Sellers Seller shall retain all rights and liabilities related to or in respect of the Sellers Seller Cost Reports including any amounts receivable or payable in respect of such reports or reserves relating to such reports. Such rights shall include include, without limitation, the right to appeal any Medicare or Medicaid determinations relating to the Sellers Seller Cost Reports. Sellers Buyer will cooperate with Seller in regard to the preparation, filing, handling, and appeal of any Seller Cost Reports. Such cooperation shall include the providing of statistics regularly maintained by the Hospitals, obtaining copies of files retained at the Hospitals, and coordinating with Seller pursuant to reasonable and adequate notice with respect to Medicare and Medicaid exit conferences or meetings. Seller shall retain the originals of the Sellers Seller Cost Reports, correspondence, work papers papers, and other documents relating to the Sellers Seller Cost Reports. Sellers Seller will furnish copies of such cost reports, correspondence, work papers papers, and other documents relating to the Seller Cost Reports to Buyer upon request.

Cost Reports. SellersSeller, at their its 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 Closing Date, or as a result of the consummation of the transactions described herein ("SELLERS SELLER COST REPORTS"). Buyer shall forward to Sellers Seller any and all correspondence relating to the Sellers Seller Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to the Sellers Seller Cost Reports promptly after receipt by Buyer and shall forward to Sellers Seller any demand for payments within five three (53) business days after receipt by Buyer. Sellers Seller shall retain all rights to the Sellers 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 Sellers Seller Cost Reports. Sellers Seller shall retain the originals of the Sellers Seller Cost Reports, correspondence, work papers and other documents relating to the Sellers Seller Cost Reports. Sellers Seller will furnish copies of such cost reports, correspondence, work papers and other documents relating to the Seller Cost Reports reports to Buyer upon request.

Cost Reports. SellersBuyer, at their its expense and risk, shall be solely responsible for the collection of accounts receivable sold, conveyed, transferred and delivered pursuant to Section 1.1 of this Agreement. Each Seller, at its expense, shall prepare and timely file by the date when due (including any extensions approved by the applicable Governmental Entity) 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 Closing Date, or as a result of the consummation of the transactions described herein ("SELLERS SELLER COST REPORTS"). Each Buyer shall forward to Sellers the applicable Seller any and all correspondence relating to the Sellers Seller Cost Reports within five (5) business days Business Days after receipt by each Buyer. Each Buyer shall remit any receipts of funds relating to the Sellers Seller Cost Reports promptly after receipt by such Buyer and shall forward to Sellers such Seller any demand for payments within five three (53) business days Business Days after receipt by such Buyer. Sellers Each Seller shall retain all rights to the Sellers its 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 Sellers Seller Cost Reports. Sellers Each Seller shall retain the originals of the Sellers its Seller Cost Reports, correspondence, work papers and other documents relating to the Sellers its Seller Cost Reports. Sellers Each Seller will furnish copies of such cost reports, correspondence, work papers and other documents relating to the Seller Cost Reports to the applicable Buyer upon request.

Cost Reports. SellersSeller, at their its expense, shall prepare and timely file all terminating and other cost reports required or permitted by law 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 Closing Date, or as a result of the consummation of the transactions described herein ("SELLERS COST REPORTS"“Seller Cost Reports”). Following the Closing, Buyer shall make available to Seller, as reasonably requested and at the expense of Seller, all information, records, or documents (to the extent a part of the Assets delivered to Buyer at Closing) and personnel and staff of Buyer, subject to the Administrative Services Agreement, necessary for Seller to prepare the Seller Cost Reports. Buyer shall forward to Sellers Seller any and all correspondence relating to the Sellers Seller Cost Reports within five (5) business days after receipt by Buyer▇▇▇▇▇. Buyer shall remit any receipts of funds relating to the Sellers Seller Cost Reports promptly within ten (10) business days after receipt by Buyer and shall forward to Sellers Seller any demand for payments within five three (53) business days after receipt by Buyer▇▇▇▇▇. Sellers Seller shall retain all rights to the Sellers 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 Sellers Seller Cost Reports. Sellers Seller shall retain the originals of the Sellers Seller Cost Reports, correspondence, work papers papers, and other documents relating to the Sellers Seller Cost Reports. Sellers Seller will furnish copies of such cost reports, correspondence, work papers papers, and other documents relating to the Seller Cost Reports to Buyer ▇▇▇▇▇ upon request.