Common use of Cost Reports Clause in Contracts

Cost Reports. (a) Buyer shall timely prepare all cost reports for the Partnership with respect to cost reporting periods ending 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 Effective Time (each a “Seller Cost Report”). As used herein, the term “Partnership Cost Reports” shall mean all cost reports relating to the 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 or the Partnership, forward to Sellers any 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 Sellers and 20% for Buyer). Accordingly, Buyer shall, within five (5) business days after receipt by Buyer or the Partnership, (i) remit to Sellers eighty percent (80%) of any receipts of funds relating to any Seller Cost Report, and (ii) forward to Sellers any demand for payments from third party payors relating to any Seller Cost Report. Buyer shall, and shall cause the Partnership to, maintain the originals of all Partnership Cost Reports, correspondence, work papers and other documents relating to Partnership Cost Reports for examination and copying by Sellers as provided in Section 10.2.

Cost Reports. (a) Buyer Sellers, at their expense, shall prepare and timely prepare 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 the Partnership with respect to cost reporting periods ending 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 on or prior to the Effective Time Closing Date, or as a result of the consummation of the transactions described herein (each a “Seller Cost Report”"SELLERS COST REPORTS"). As used herein, the term “Partnership Cost Reports” Buyer shall mean forward to Sellers any and all cost reports correspondence relating to the Partnership for periods before or after the Effective Time, including Seller Sellers Cost Reports or Buyer Cost Reports. Buyer shall, within five (5) business days after receipt by Buyer. Buyer or shall remit any receipts of funds relating to the Partnership, Sellers Cost Reports promptly after receipt by Buyer and shall forward to Sellers any 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% demand for Sellers and 20% for Buyer). Accordingly, Buyer shall, payments within five (5) business days after receipt by Buyer Buyer. Sellers shall retain all rights to the Sellers Cost Reports including any amounts receivable or the Partnership, (i) remit to Sellers eighty percent (80%) payable in respect of any receipts of funds such reports or reserves relating to such reports. Such rights shall include the right to appeal any Seller Cost Report, and (ii) forward to Sellers any demand for payments from third party payors Medicare or Medicaid determinations relating to any Seller the Sellers Cost ReportReports. Buyer shall, and Sellers shall cause the Partnership to, maintain retain the originals of all Partnership the Sellers Cost Reports, correspondence, work papers and other documents relating to Partnership the Sellers Cost Reports. Sellers will furnish copies of such cost reports, correspondence, work papers and other documents relating to the Seller Cost Reports for examination and copying by Sellers as provided in Section 10.2to Buyer upon request.

Cost Reports. (a) Buyer shall timely prepare shall, at its expense, cause to be prepared on behalf of Seller all terminating and other cost reports required by law to be filed under Medicare and Medicaid for the Partnership with respect to cost reporting periods ending 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 on or prior to the Effective Time Time, or as a result of the consummation of the transactions described herein, based on information provided by Seller to Buyer as set forth below (each a the “Seller Cost ReportReports”). As used hereinNotwithstanding the foregoing, Seller will review, be responsible for, execute and timely file the term “Partnership Seller Cost Reports” shall mean , and will be fully responsible for all cost reports liabilities relating to the Partnership for periods before or after the Effective Time, including 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 Buyer its designee all records and data necessary for completion of the Seller Cost Reports. Buyer shall, shall forward to Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by Buyer. Buyer or the Partnership, forward to Sellers shall remit any and all correspondence receipts of funds relating to any the 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 Reports within ten (i.e., 80% for Sellers and 20% for Buyer). Accordingly, Buyer shall, within five (510) business days after receipt by the Buyer or the Partnership, (i) remit to Sellers eighty percent (80%) of any receipts of funds relating to any Seller Cost Report, and (ii) shall forward to Sellers Seller any demand for payments from third party payors within three (3) business days after receipt by the Buyer. Seller 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 Report. Buyer shall, and shall cause the Partnership to, maintain the originals of all Partnership Cost Reports, correspondence, work papers and other documents relating to Partnership Cost Reports for examination and copying by Sellers as provided in Section 10.2.

Cost Reports. (a) Buyer Seller, with the reasonable assistance of Buyer, shall prepare and timely prepare file consistent with current laws all cost reports for the Partnership with respect to cost reporting periods ending 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 Effective Time (each a “Seller Cost Report”). As used herein, the term “Partnership Cost Reports” shall mean all Government Payment Program cost reports relating to the Partnership Hospitals for periods before ending on or after prior to the Effective Time, including Closing Date or required as a result of the transfer of the Assets to Buyer and the consummation of the transactions described herein (“Seller Cost Reports or Buyer Cost Reports”). Buyer shall, within five (5) business days after receipt by Buyer or the Partnership, shall forward to Sellers Seller any and all correspondence relating to any the 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 Sellers and 20% for Buyer). Accordingly, Buyer shall, Reports within five (5) business days Business Days after receipt by Buyer. Buyer or the Partnership, (i) shall remit to Sellers eighty percent (80%) of any receipts of funds relating to any the Seller Cost Report, Reports promptly after receipt by Buyer (and (iiin all events within ten Business Days after receipt by Buyer) and shall forward to Sellers Seller any demand for payments from third party payors within five (5) Business Days after receipt by Buyer. Seller shall retain all rights and liabilities related to or in respect of the Seller Cost Reports including any amounts receivable or payable in respect of such reports. Such rights shall include, without limitation, the right to appeal any determinations relating to the Seller Cost Reports. Buyer will cooperate with Seller in regard to the preparation, filing, handling, and appeal of any Seller Cost ReportReports. Buyer shallSuch 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 cause the Partnership to, maintain retain the originals of all Partnership the Seller Cost Reports, correspondence, work papers papers, and other documents relating to Partnership the Seller Cost Reports for examination Reports. Seller will furnish copies of such cost reports, correspondence, work papers, and copying by Sellers as provided in Section 10.2other documents to Buyer upon request.

Cost Reports. (a) Buyer Seller, at its expense, shall prepare and timely prepare 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 the Partnership with respect to cost reporting periods ending 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 on or prior to the Effective Time Closing Date, or as a result of the consummation of the transactions described herein (each a “Seller Cost Report”"SELLER COST REPORTS"). As used herein, the term “Partnership Cost Reports” Buyer shall mean forward to Seller any and all cost reports correspondence relating to the 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 or shall remit any receipts of funds relating to the Partnership, Seller Cost Reports promptly after receipt by Buyer and shall forward to Sellers Seller any 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 demand for payments within three (i.e., 80% for Sellers and 20% for Buyer). Accordingly, Buyer shall, within five (53) business days after receipt by Buyer Buyer. Seller shall retain all rights to the Seller Cost Reports including any amounts receivable or the Partnership, (i) remit to Sellers eighty percent (80%) payable in respect of any receipts of funds 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 Report, and (ii) forward to Sellers any demand for payments from third party payors relating to any Reports. Seller Cost Report. Buyer shall, and shall cause the Partnership to, maintain retain the originals of all Partnership the Seller Cost Reports, correspondence, work papers and other documents relating to Partnership the Seller Cost Reports for examination and copying by Sellers as provided in Section 10.2Reports. Seller will furnish copies of such cost reports to Buyer upon request.

Cost Reports. (a) Buyer Buyer, at 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 timely prepare 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 the Partnership with respect to cost reporting periods ending 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 on or prior to the Effective Time Closing Date, or as a result of the consummation of the transactions described herein (each a “Seller Cost Report”"SELLER COST REPORTS"). As used herein, the term “Partnership Cost Reports” Each Buyer shall mean all cost reports relating forward to the Partnership for periods before or after the Effective Time, including applicable Seller Cost Reports or Buyer Cost Reports. Buyer shall, within five (5) business days after receipt by Buyer or the Partnership, forward to Sellers any and all correspondence relating to any the 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 Sellers and 20% for Buyer). Accordingly, Buyer shall, Reports within five (5) business days Business Days after receipt by each Buyer. Each Buyer or the Partnership, (i) shall remit to Sellers eighty percent (80%) of any receipts of funds relating to any the Seller Cost Report, Reports promptly after receipt by such Buyer and (ii) shall forward to Sellers such Seller any demand for payments from third party payors within three (3) Business Days after receipt by such Buyer. Each Seller shall retain all rights to 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 Seller Cost ReportReports. Buyer shall, and Each Seller shall cause the Partnership to, maintain retain the originals of all Partnership its Seller Cost Reports, correspondence, work papers and other documents relating to Partnership its Seller Cost Reports. Each Seller will furnish copies of Seller Cost Reports for examination and copying by Sellers as provided in Section 10.2to the applicable Buyer upon request.

Cost Reports. (a) Buyer Seller, at its expense, shall prepare and timely prepare 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 the Partnership with respect to cost reporting periods ending 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 on or prior to the Effective Time Closing Date, or as a result of the consummation of the transactions described herein (each a “Seller Cost ReportReports”). As used hereinFollowing the Closing, Buyer shall make available to Seller, as reasonably requested and at the term “Partnership Cost Reports” shall mean expense of Seller, all cost reports relating information, records, or documents (to the Partnership 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 periods before or after Seller to prepare the Effective Time, including Seller Cost Reports or Buyer Cost Reports. Buyer shall, shall forward to Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by ▇▇▇▇▇. Buyer or the Partnership, forward to Sellers shall remit any and all correspondence receipts of funds relating to any the 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 Reports within ten (i.e., 80% for Sellers and 20% for Buyer). Accordingly, Buyer shall, within five (510) business days after receipt by Buyer or the Partnership, (i) remit to Sellers eighty percent (80%) of any receipts of funds relating to any Seller Cost Report, and (ii) shall forward to Sellers Seller any demand for payments from third party payors within three (3) business days after receipt by ▇▇▇▇▇. Seller 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 ReportReports. Buyer shall, and Seller shall cause the Partnership to, maintain retain the originals of all Partnership the Seller Cost Reports, correspondence, work papers papers, and other documents relating to Partnership the Seller Cost Reports for examination Reports. Seller will furnish copies of such cost reports, correspondence, work papers, and copying by Sellers as provided in Section 10.2other documents to ▇▇▇▇▇ upon request.