Revenue Contingency Sample Clauses

Revenue Contingency a) If the annual Adjusted Net Revenue, as defined below in Paragraph 1.b.i.b, of the facilities listed on Exhibit A (the “Retained Facilities”) exceeds the Adjusted Threshold, as defined below in Paragraph 1.b.i.c, in each fiscal year 2021, 2022, 2023, 2024, 2025, or 2026, Sava shall pay in furtherance of this settlement an amount equal to Five Percent (5%) of the Adjusted Net Revenue above the Adjusted Threshold (“Excess Revenue Payment”). The total maximum amount potentially to be paid in furtherance of this settlement under this Revenue Contingency for all years in the aggregate is capped at Seven Million Dollars ($7,000,000.00). Sava shall pay any Excess Revenue Payment in accordance with Paragraph 1.b.iii within 30 calendar days after the completion of Sava’s annual audited financial statements. On the same date Sava pays any Excess Revenue Payment, Sava shall submit to the United States its annual audited financial statements, calculation of the Excess Revenue Payment as shown on Exhibit B, and all documents and information reasonably necessary to determine the accuracy of the Adjusted Net Revenue and Adjusted Threshold calculations. The calculations and supporting documents and information shall be certified by Sava’s Chief Executive Officer or Chief Financial Officer. b) Annual Net Revenue is defined as billable revenues for services provided by the Retained Facilities in each fiscal year. With respect to those Retained Facilities that participate in Upper Payment Limit Reimbursement Programs and are both leased and managed by subsidiaries of Sava, Annual Net Revenue will be derived from consolidating the revenue in each fiscal year from nursing home operations of the manager and operator of the Retained Facility. Adjusted Net Revenue is defined as Annual Net Revenue for the Retained Facilities for each fiscal year, net of: (i) reserves for third party payors, (ii) contractual adjustments, (iii) charity care adjustments, (iv) all funds received from a third- party payor that must be dedicated to expenditures specified by the payor; and (v) for any Retained Facilities divested after the Effective Date of this Agreement (“Divested Facilities”), the Annual Net Revenue for those facilities for the fiscal year immediately preceding the time of divesture. c) Adjusted Threshold is defined as the Starting Threshold, as defined in this subparagraph 1.b.i.c, less the Annual Net Revenue for any Divested Facilities for the fiscal year immediately preceding the...