Seller’s Cost Reports Sample Clauses

Seller’s Cost Reports. Sellers will timely prepare and file (and will pay any amounts due pursuant to) all cost reports relating to Sellers and the Facilities for periods ending on or prior to the Closing Date or required as a result of the consummation of the transactions set forth herein, including terminating cost reports for the Government Programs and for any other cost based payors (the “Sellers Cost Reports”). Buyers shall forward to Sellers any and all correspondence relating to Sellers Cost Reports within ten (10) Business Days after receipt by Buyers. Buyers shall remit any receipts of funds relating to Sellers Cost Reports promptly after receipt by Buyers and shall forward to Sellers any demand for payments within ten (10) Business Days after receipt by Buyers. Sellers shall retain all rights to Agency Settlements and to 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 determinations relating to Agency Settlements and Sellers Cost Reports. Sellers shall retain the originals of Sellers Cost Reports, correspondence, work papers and other documents relating to Sellers Cost Reports and the Agency Settlements. Upon the written request of Buyers, Sellers shall provide Buyers with copies of such correspondence, work papers and other documents, Sellers will furnish copies of filed cost reports to Buyers within thirty (30) days of filing with the appropriate payor. In the event that any Government Program offsets, withholds or recoups any amounts payable or paid to Buyers as a result of any liabilities or obligations of Sellers in respect of periods prior to and including the Closing Date arising under the terms of the Government Programs (including, without limitation, as a consequence of Sellers’ failure to timely file any terminating cost report), Sellers shall tender to Buyers an amount equal to the amount offset, withheld or recouped within ten (10) Business Days after Sellers’ receipt of written notice from Buyers of such offset, withholding or recoupment. Upon the written request of Sellers to Buyers, Buyers’ personnel at each Facility shall provide Facility specific information and data pertaining to periods prior to Closing as requested by Sellers for completion of Sellers Cost Reports. Buyers make no representations or warranties to Sellers regarding such information or data and shall have no liability to Sellers in respect there...
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Seller’s Cost Reports. Seller, at its expense, shall prepare and timely file all terminating and other cost reports required or permitted by law to be filed under the Government Payment Programs 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 (the “Cost Reports”). Buyer shall provide Seller with access to all records and data necessary for completion of Cost Reports. Buyer shall forward to Seller any and all correspondence relating to Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to Cost Reports within ten (10) business days after receipt by Buyer and shall forward to Seller any demand for payments within five (5) business days after receipt by Buyer. Seller shall retain all rights to the 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 determinations by Government Payment Programs relating to Cost Reports. Seller shall retain the originals of Cost Reports, correspondence, work papers and other documents relating to Cost Reports; provided, however, that Seller shall make certain that the Hospital Businesses retain copies of such Cost Reports, correspondence, work papers and other documents in order that they are available to Buyer following the Closing Date.
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Seller’s Cost Reports. Seller will prepare and timely file all Cost Reports required to be filed after Closing for periods ending on or before the Closing Date, including terminating Cost Reports required as a result of the consummation of the transactions described in this agreement. Buyer will provide information to Seller and assist Seller in the preparation and filing of the terminating Cost Reports and the Purchase Price will be allocated in the terminating Cost Reports in a manner consistent with the allocation for Tax purposes described in section 5.10. Buyer will forward to Seller any and all correspondence, remittances and demands relating to Seller’s Cost Reports within five business days after receipt by Buyer. Seller retains all rights to its Cost Reports, including any payables resulting from or reserves relating to the Cost Reports and the right to appeal any Medicare determinations relating to the Cost Reports.
Sample 1
Seller’s Cost Reports. Seller will prepare and timely file or cause to be prepared and timely filed all Cost Reports required to be filed after Closing for periods ending on or prior to the Closing Date, including the terminating Cost Report required as a result of the consummation of the transactions described herein. The Purchase Price shall be allocated in the terminating Cost Report in a manner consistent with the allocation for Tax purposes described in Section 2.7. Buyer will forward to Seller any and all correspondence, remittances and demands relating to Seller's Cost Reports within five business days after receipt by Buyer. Seller shall retain all rights to Seller's Cost Reports, including any payables resulting from or reserves relating to the Cost Reports and the right to appeal any Medicare determinations relating to the Cost Reports.
Sample 1
Seller’s Cost Reports. Seller will prepare and file all terminating cost reports in connection with Current Program Receivables with the applicable agencies and shall provide Buyer with a copy thereof (the "Seller Cost Reports"). Such Seller Cost Reports shall be, in all material respects, prepared and filed in accordance with all Applicable Laws. Buyer shall forward to Seller any and all correspondence relating to the Seller Cost Reports within three (3) Business Days after receipt by Buyer. Buyer shall retain all rights to the Current Program Receivables and to the Seller Cost Reports including, without limitation, the right to appeal 60 68 any Medicare determinations relating to the Current Program Receivables and Seller Cost Reports. Seller shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to Seller Cost Reports and the Current Program Receivables. Seller will furnish copies of such documents to Buyer prior to Closing.
Sample 1
Seller’s Cost Reports. GRMC and GHS, at their sole expense, will prepare and timely file all cost reports relating to their operations for periods through the Closing Date or required as a result of the consummation of the transactions contemplated by this Agreement, including final cost reports for the Facilities (collectively, the "SELLERS' COST REPORTS"). Sellers' Cost Reports will be filed to include amounts received and receivable, as required by applicable Government Reimbursement Programs. Buyer shall have the right to review and approve Sellers' Cost Reports prior to filing, which approval shall not be unreasonably withheld. Buyer will forward promptly to Sellers any correspondence relating to Sellers' Cost Reports. Sellers shall retain the originals of Sellers' Cost Reports. GRMC and GHS will furnish copies of Sellers' Cost Reports to Buyer upon Buyer's request and allow Buyer reasonable access to such documents.
Sample 1
Seller’s Cost Reports. Seller will timely prepare all cost reports relating to Seller for periods ending on or prior to the Closing Date or required as a result of the consummation of the transactions set forth herein, including terminating cost reports for the Medicare, Medicaid and TRICARE programs (the “Cost Reports”). Buyer shall forward to Seller any and all correspondence relating to Cost Reports within five (5) business days after receipt by Buyer. Buyer shall remit any receipts of funds relating to Cost Reports promptly after receipt by Buyer and shall forward to Seller any demand for payments within three (3) business days after receipt by Buyer. Seller shall retain all rights to Agency Receivables and to Cost Reports including any amounts receivable or payable in respect of such reports or reserves relating to such reports, including bad debt and cost-report settlements. Such rights shall include the right to appeal any Medicare determinations relating to Agency Receivables and Cost Reports. Buyer, upon reasonable notice, during normal business hours and at the sole cost and expense of Seller, will cooperate with Seller in regard to the preparation, filing, handling and appeal of any Cost
Sample 1
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Seller’s Cost Reports. Seller will prepare and timely file all required reports relating to Seller for periods ending on or prior to the Closing Date or required as a result of the consummation of the transactions set forth herein, including terminating cost reports for the Medicare program (the “Seller Cost Reports”) and financial reports to the ODJFS (the “Ohio Reports”). Seller shall indemnify and hold Buyer harmless from and against any liability from Seller’s failure to timely file the Seller Cost Reports and/or the Ohio Reports. Buyer shall use its reasonable efforts to forward to Seller any and all correspondence relating to the Seller’s business activities within fifteen (15) business days after receipt by Buyer. Buyer will remit any receipts relating to Seller business activities after receipt by Buyer and will use its reasonable efforts to forward any demand for payments within five (5) business days after receipt by Buyer. Seller shall retain all rights and liabilities relating to Seller Cost Reports and the Ohio Reports. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports or other matters. Seller shall retain the originals of Seller Cost Reports, Ohio Reports, correspondence, work papers and other documents relating to Seller Cost Reports and Ohio Reports.
Sample 1

Related to Seller’s Cost Reports

  • Cost Reports After the Closing, Sellers, at their expense, shall prepare and timely file, in a manner that complies with applicable legal requirements, 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 prior to the Effective Time, or as a result of the consummation of the transactions described herein (“Seller Cost Reports”). Upon the reasonable request of Sellers, Buyers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing any Seller Cost Reports, including, but not limited to, completion of Sellers’ standard hospital data collection template, invoice and general ledger analysis, and other documentation historically prepared by the Hospitals (including all free-standing emergency and other departments) for cost reporting purposes. If requested by Sellers, the applicable Buyer shall include the applicable Seller’s Medicare bad debts that are returned from collection agencies subsequent to the Closing Date on the applicable Buyer’s cost report for the respective period to which the Medicare bad debt relates provided that Sellers provide detailed supporting information, as required by Medicare regulations, for the Medicare bad debt account amounts to be included on the applicable Buyer’s Medicare cost report. The applicable Buyer shall forward to Sellers any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such Buyer. The applicable Buyer shall remit any receipts of funds relating to the Seller Cost Reports or to Sellers’ Medicare bad debts included on a Buyer’s cost report promptly after receipt by such Buyer and shall forward to Sellers any demand for payments within three (3) business days after receipt by such Buyer. Notwithstanding anything to the contrary in this Agreement, 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 and all liabilities relating thereto. 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 to Buyers copies of such cost reports, and related correspondence, work papers and other documents upon Xxxxxx’ request.

  • Production Report and Lease Operating Statements Within 60 days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Closing Costs and Prorations Taxes and assessments for the current year, if any, shall be prorated between the prior owner of the Personal Property and Buyer as of the date of closing. Seller shall pay one-half (½) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (½) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs, including but not limited to: (1) recording fees for the cost of recording the State Deed; (2) the cost for any title insurance purchased at Buyer’s option; (3) lender fees, if any, together with all associated recording fees, if any; and (4) any other cost, fee, or expense which may be reasonably required in order for the transaction to close.

  • Auditor's Reports Promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person.

  • Estoppel Certificates and Financial Statements Tenant shall, from time to time, upon the written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement stating (to the extent factually accurate): (a) the date this Lease was executed and the date it expires; (b) the date Tenant entered into occupancy of the Premises; (c) the amount of monthly Base Rent and Additional Rent and the date to which such Base Rent and Additional Rent have been paid; and (d) certifying that (1) this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date of the agreement so affecting this Lease); (2) Landlord is not in breach of this Lease (or, if so, a description of each such breach) and that no event, omission or condition has occurred which would result, with the giving of notice or the passage of time, in a breach of this Lease by Landlord; (3) this Lease represents the entire agreement between the parties with respect to the Premises; (4) all required contributions by Landlord to Tenant on account of Tenant Improvements have been received; (5) on the date of execution, there exist no defenses or offsets which the Tenant has against the enforcement of this Lease by the Landlord; (6) no Base Rent, Additional Rent or other sums payable under this Lease have been paid in advance except for Base Rent and Additional Rent for the then current month; (7) no security has been deposited with Landlord (or, if so, the amount of such security); (8) it is intended that any Tenant’s statement may be relied upon by a prospective purchaser or mortgagee of Landlord’s interest or an assignee of any such mortgagee; and (9) such other information as may be reasonably requested by Landlord. If Tenant fails to respond within ten (10) Business Days of its receipt of a written request by Landlord as provided in this paragraph 4.18, such shall be a breach of this Lease and Tenant shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser, mortgagee or assignee. In addition, Tenant shall, from time to time, but not more than once in any twelve (12) month period (except if the Landlord is then attempting to sell or refinance the Building or if an Event of Default then exists) upon the written request of Landlord, deliver to or cause to be delivered to Landlord or its designee then current financial statements (including a statement of operations and balance sheet and statement of cash flows) certified as accurate and prepared in conformance with generally accepted accounting principles for (i) Tenant, (ii) any entity which owns a controlling interest in Tenant, (iii) any successor entity to Tenant by merger or operation of law, and (iv) any guarantor of this Lease.

  • Development Reports Beginning six months after Effective Date and ending on the date of first commercial sale of a Licensed Product in the United States, LICENSEE shall report to Cornell progress covering LICENSEE's (and Affiliate's and Sublicensee's) activities and efforts in the development of rights granted to LICENSEE under this Agreement for the preceding six months. The report shall include, but not be limited to, activities and efforts to develop and test all Licensed Products and obtain governmental approvals necessary for marketing the same. Such semi-annual reports shall be due within sixty days (60) of the reporting period and shall use the form as provided herein as Appendix C.

  • Payment; Reports 5 4.2 Exchange Rate; Manner and Place of Payment.................................... 5 4.3

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