Common use of Cost Reports Clause in Contracts

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.

Cost Reports. After the Closing, SellersSeller, at their its expense, shall prepare and timely file, in a manner that complies with applicable legal requirements, file all terminating and other cost reports required or permitted by law to be filed under the Medicare and Medicaid or other third 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”). Upon the reasonable request of SellersIn addition, Buyers Xxxxx shall reasonably cooperate with Sellers assist Seller in providing certain information needed by Sellers Seller when preparing any Seller Cost Reportsthe terminating cost report, including, including but not limited to, to completion of Sellers’ Seller’s standard hospital Hospitals 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 Sellersthe Seller Entities, the applicable Buyer Entity shall include the applicable SellerSeller Entity’s Medicare bad debts that are returned from collection agencies subsequent to the Closing Date on the applicable BuyerBuyer Entity’s cost report for the respective period to which the Medicare bad debt relates provided that Sellers relates. The Seller Entity shall provide detailed supporting information, as required by Medicare regulations, for the Medicare bad debt account amounts to be included on the applicable BuyerBuyer Entity’s Medicare cost report. The applicable Buyer Entity shall forward to Sellers Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such BuyerBuyer Entity. The applicable Buyer Entity 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 Entity and shall forward to Sellers Seller any demand for payments within three (3) business days after receipt by such BuyerBuyer Entity. Notwithstanding anything to the contrary in this Agreement, Sellers 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 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 Seller shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers Seller will furnish to Buyers copies of such cost reports, and related correspondence, work papers and other documents reports to any Buyer Entity upon Xxxxxx’ request.

Cost Reports. After the Closing, SellersSeller, at their its expense, shall, or shall cause the Seller Entities to, prepare and timely file, in a manner that complies with applicable legal requirements, 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”). 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 Sellersthe Seller Entities, the applicable Buyer shall include the applicable SellerSeller Entity’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 relates. The Seller Entity shall 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 Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such BuyerXxxxx. 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 Xxxxx and shall forward to Sellers Seller any demand for payments within three (3) business days after receipt by such BuyerXxxxx. Notwithstanding anything to the contrary in this Agreement, Sellers 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 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 Seller shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers Seller will furnish to Buyers copies of such cost reports, and related correspondence, work papers and other documents reports to Buyer upon Xxxxxx’ request.

Cost Reports. After the Closing, Sellers, at their expense, shall Seller Group will prepare and timely file, in a manner that complies with applicable legal requirements, file (and will pay any amounts due pursuant to) 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 Seller Group and the State Health Agency Facilities for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein set forth herein, including terminating cost reports for the Government Programs and for the Third Party Payor Programs (the “Seller Group Cost Reports”). Upon ) that will accurately reflect 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 thereon and will not claim reimbursement in any amount in excess of the amount allowed by applicable Buyer’s Medicare cost reportLegal Requirements or any applicable agreement. The applicable Buyer shall forward to Sellers Seller Group any and all correspondence relating to the Seller Group Cost Reports filed after the Effective Time within five (5) business 10 days after receipt by such BuyerXxxxx. The applicable Likewise, Seller Group shall forward to Buyer any and all correspondence relating to Seller Group Cost Reports within 10 days after receipt by Seller Group. Buyer shall remit any receipts of funds relating to the Seller Group Cost Reports or to Sellers’ Medicare bad debts included on a Buyer’s cost report Agency Settlements promptly after receipt by such Buyer Xxxxx and shall forward to Sellers Seller Group any demand for payments within three (3) business seven days after receipt by such Xxxxx. Likewise, Seller Group shall remit any funds relating to Buyer’s cost reports or agency settlements promptly after receipt by Seller Group and shall forward to Buyer any demand for payments within seven days after receipt by Seller Group. Notwithstanding anything to the contrary in this Agreement, Sellers Seller Group shall retain all rights to or in respect of Agency Settlements and to the Seller Group Cost Reports relating to periods ending on or prior to the Effective Time, including any amounts receivable or payable in respect of such reports or reserves relating to such reports and all liabilities relating theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid Government Program determinations relating to Agency Settlements and the Seller Group Cost Reports. Sellers Buyer, upon reasonable notice, during normal business hours and at the sole cost and expense of Seller Group, will reasonably cooperate with Seller Group in regard to the preparation, filing, handling and appeals of the Seller Group Cost Reports. Likewise, Seller Group, upon reasonable notice, during normal business hours and at the sole cost and expense of Xxxxx, will reasonably cooperate with Buyer in regard to the preparation, filing, handling and appeals of Buyer’s cost reports. Such cooperation shall include the providing of statistics and obtaining files and the coordination with Seller Group or Buyer, as the case may be, pursuant to adequate notice of Medicare and Medicaid exit conferences or meetings. Notwithstanding the foregoing, except as required by Legal Requirements, Seller Group shall not open, re-file, or amend any Seller Group Cost Report without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Seller Group shall retain the originals of the Seller Group Cost Reports, correspondence, work papers and other documents relating to the Seller Group Cost ReportsReports and Agency Settlements. Sellers will furnish to Buyers copies Buyer shall retain the originals of such its cost reports, and related correspondence, work papers and other documents relating to Xxxxx’s cost reports and agency settlements. Seller Group will furnish copies of the Seller Group Cost Reports, correspondence, work papers, and other related documentation to Buyer upon Xxxxxx’ request.

Cost Reports. After the Closing, (a) Sellers, at their own cost and expense, shall will timely prepare and timely filefile (and will pay any amounts due pursuant to, in a manner that complies with applicable legal requirements, and will receive and retain any amounts resulting from) all terminating and other cost reports required or permitted by law Cost Reports relating to be filed under the Medicare and Medicaid or other third party payor programs Sellers and the State Health Agency Facilities for periods ending at or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein Contemplated Transactions, including terminating Cost Reports for the Government Programs and for any other cost based payors (collectively, the “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 the applicable Seller any and all correspondence relating to the Seller Cost Reports within five ten (510) business days Business Days after receipt by such BuyerXxxxx. 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 Xxxxx and shall forward to Sellers the applicable Seller 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 relating to the Seller Cost Reports within ten (10) Business Days after receipt by Xxxxx. Sellers shall retain all rights, Liabilities and obligations associated with Agency Settlements and 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 theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to 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 ReportsReports and the Agency Settlements. Sellers will furnish to Buyers copies of such cost reports, documents to Buyer prior to the Closing. Sellers shall timely and related correspondence, work papers accurately respond to all audit and other documents upon Xxxxxxsupplemental information requests related to the Seller Cost Reports and shall provide Buyer with copies of all such additional information that is provided to the applicable Government Program in response to such requests. Except as required by Law, Sellers shall not open, re-file, or amend any Seller Cost Report without the prior written consent of Buyer. In the event that any Government Program offsets, withholds, recoups or reduces any amounts payable or paid to Buyer as a result of any Liabilities or obligations of Seller or its predecessors in respect of periods ending at or prior to the Effective Time arising under the terms of the Government Programs (including as a consequence of a Seller’s failure to timely file any terminating Cost Report or respond to any audit or other supplemental information request), Sellers shall tender to Buyer an amount equal to the amount offset, withheld, recouped or the amount of the reduction within five (5) Business Days after Sellers’ requestreceipt of written notice from Buyer of such offset, withholding or recoupment. Sellers, at their own cost and expense, will timely prepare and file any other required reports for the Facilities with respect to any reportable period ending at or before the Effective Time.

Cost Reports. After the Closing, (a) Sellers, at their own cost and expense, shall will timely prepare and timely filefile (and will pay any amounts due pursuant to, in a manner that complies with applicable legal requirements, and will receive and retain any amounts resulting from) all terminating and other cost reports required or permitted by law Cost Reports relating to be filed under the Medicare and Medicaid or other third party payor programs Sellers and the State Health Agency Facilities for periods ending at or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein Contemplated Transactions, including terminating Cost Reports for the Government Programs and for any other cost based payors (collectively, the “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 the applicable Seller any and all correspondence relating to the Seller Cost Reports within five ten (510) business days 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 the applicable Seller 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 relating to the Seller Cost Reports within ten (10) Business Days after receipt by Buyer. Sellers shall retain all rights, Liabilities and obligations associated with Agency Settlements and 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 theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to 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 ReportsReports and the Agency Settlements. Sellers will furnish to Buyers copies of such cost reports, documents to Buyer prior to the Closing. Sellers shall timely and related correspondence, work papers accurately respond to all audit and other documents upon Xxxxxxsupplemental information requests related to the Seller Cost Reports and shall provide Buyer with copies of all such additional information that is provided to the applicable Government Program in response to such requests. Except as required by Law, Sellers shall not open, re-file, or amend any Seller Cost Report without the prior written consent of Buyer. In the event that any Government Program offsets, withholds, recoups or reduces any amounts payable or paid to Buyer as a result of any Liabilities or obligations of Seller or its predecessors in respect of periods ending at or prior to the Effective Time arising under the terms of the Government Programs (including as a consequence of a Seller’s failure to timely file any terminating Cost Report or respond to any audit or other supplemental information request), Sellers shall tender to Buyer an amount equal to the amount offset, withheld, recouped or the amount of the reduction within five (5) Business Days after Sellers’ requestreceipt of written notice from Buyer of such offset, withholding or recoupment. Sellers, at their own cost and expense, will timely prepare and file any other required reports for the Facilities with respect to any reportable period ending at or before the Effective Time.

Cost Reports. After the Closing, Sellers, at their expense, shall Seller Group will prepare and timely file, in a manner that complies with applicable legal requirements, file (and will pay any amounts due pursuant to) 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 Seller Group and the State Health Agency Facilities for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein set forth herein, including terminating cost reports for the Government Programs and for the Third Party Payor Programs (the “Seller Group Cost Reports”). Upon ) that will accurately reflect 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 thereon and will not claim reimbursement in any amount in excess of the amount allowed by applicable Buyer’s Medicare cost reportLegal Requirements or any applicable agreement. The applicable Buyer shall forward to Sellers Seller Group any and all correspondence relating to the Seller Group Cost Reports filed after the Effective Time within five (5) business 10 days after receipt by such Buyer. The applicable Likewise, Seller Group shall forward to Buyer any and all correspondence relating to Seller Group Cost Reports within 10 days after receipt by Seller Group. Buyer shall remit any receipts of funds relating to the Seller Group Cost Reports or to Sellers’ Medicare bad debts included on a Buyer’s cost report Agency Settlements promptly after receipt by such Buyer and shall forward to Sellers Seller Group any demand for payments within three (3) business seven days after receipt by such Buyer. Notwithstanding anything Likewise, Seller Group shall remit any funds relating to the contrary in this Agreement, Sellers Buyer’s cost reports or agency settlements promptly after receipt by Seller Group and shall forward to Buyer any demand for payments within seven days after receipt by Seller Group. Seller Group shall retain all rights to or in respect of Agency Settlements and to the Seller Group Cost Reports relating to periods ending on or prior to the Effective Time, including any amounts receivable or payable in respect of such reports or reserves relating to such reports and all liabilities relating theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid Government Program determinations relating to Agency Settlements and the Seller Group Cost Reports. Sellers Buyer, upon reasonable notice, during normal business hours and at the sole cost and expense of Seller Group, will reasonably cooperate with Seller Group in regard to the preparation, filing, handling and appeals of the Seller Group Cost Reports. Likewise, Seller Group, upon reasonable notice, during normal business hours and at the sole cost and expense of Buyer, will reasonably cooperate with Buyer in regard to the preparation, filing, handling and appeals of Buyer’s cost reports. Such cooperation shall include the providing of statistics and obtaining files and the coordination with Seller Group or Buyer, as the case may be, pursuant to adequate notice of Medicare and Medicaid exit conferences or meetings. Notwithstanding the foregoing, except as required by Legal Requirements, Seller Group shall not open, re-file, or amend any Seller Group Cost Report without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Seller Group shall retain the originals of the Seller Group Cost Reports, correspondence, work papers and other documents relating to the Seller Group Cost ReportsReports and Agency Settlements. Sellers will furnish to Buyers copies Buyer shall retain the originals of such its cost reports, and related correspondence, work papers and other documents relating to Buyer’s cost reports and agency settlements. Seller Group will furnish copies of the Seller Group Cost Reports, correspondence, work papers, and other related documentation to Buyer upon Xxxxxx’ request.

Cost Reports. After the Closing, Sellers, at their expense, shall Sellers will prepare and timely file, in a manner that complies with applicable legal requirements, file (and will pay any amounts due pursuant to) 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 Sellers and the State Health Agency Facilities for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein set forth herein, including terminating cost reports for the Government Programs and for Blue Cross Blue Shield or any other cost based payors (the “Seller Sellers 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 Joint Venture shall forward to Sellers any and all correspondence relating to the Seller Sellers Cost Reports within five (5) business 10 days after receipt by such Buyerthe Joint Venture. Likewise, Sellers shall forward to the Joint Venture any and all correspondence relating to the Sellers Cost Reports filed after the Effective Time within 10 days after receipt by Seller. The applicable Buyer Joint Venture shall remit any receipts of funds relating to the Seller Sellers Cost Reports or to Sellers’ Medicare bad debts included on a Buyer’s cost report Agency Settlements promptly after receipt by such Buyer the Joint Venture and shall forward to Sellers any demand for payments within three (3) business seven days after receipt by such Buyerthe Joint Venture. Notwithstanding anything Likewise, Sellers shall remit any funds relating to the contrary in this Agreement, Joint Venture’s cost reports or agency settlements promptly after receipt by Sellers and shall forward to the Joint Venture any demand for payments within seven days after receipt by Seller. Sellers shall retain all rights to or in respect of Agency Settlements and to the Seller Sellers Cost Reports relating to periods ending on or prior to the Effective Time, including any amounts receivable or payable in respect of such reports or reserves relating to such reports and all liabilities relating theretoreports. Such rights retained by Sellers shall include the right to appeal any Medicare or Medicaid Government Program determinations relating to Agency Settlements and the Seller Sellers Cost Reports. The Joint Venture, upon reasonable notice, during normal business hours and at the sole cost and expense of Sellers, will reasonably cooperate with Sellers in regard to the preparation, filing, handling and appeals of the Sellers Cost Reports. Likewise, Sellers, upon reasonable notice, during normal business hours and at the sole cost and expense of the Joint Venture, will reasonably cooperate with the Joint Venture in regard to the preparation, filing, handling and appeals of the Joint Venture’s cost reports. Such cooperation shall include the providing of statistics and obtaining files and the coordination with Sellers or the Joint Venture, as the case may be, pursuant to adequate notice of Medicare and Medicaid exit conferences or meetings. Notwithstanding the foregoing, except as required by Legal Requirements, Sellers shall not open, re-file, or amend any Sellers Cost Report without the prior written consent of the Joint Venture, which consent shall not be unreasonably withheld. Sellers shall retain the originals of the Seller Sellers Cost Reports, correspondence, work papers and other documents relating to the Seller Sellers Cost ReportsReports and Agency Settlements. Sellers will furnish to Buyers copies The Joint Venture shall retain the originals of such its cost reports, and related correspondence, work papers and other documents relating to the Joint Venture’s cost reports and agency settlements. Sellers will furnish copies of the Sellers Cost Reports, correspondence, work papers, and other related documentation to the Joint Venture upon Xxxxxx’ request.

Cost Reports. After the Closing, SellersSeller, at their its sole cost and expense, shall prepare and timely file, in a manner that complies with applicable legal requirements, file or cause to be prepared and timely filed 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 TimeClosing Date, or as a result of the consummation of the transactions described herein (“the "Seller Cost Reports”"). Upon Seller shall submit to Buyer for Buyer's review and approval (such approval not to be unreasonably withheld or delayed), the reasonable request of Sellers, Buyers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing any terminating Seller Cost ReportsReport relating to each Facility, including, but not limited to, completion at least ten (10) business days prior to the intended filing date of Sellers’ standard hospital data collection template, invoice and general ledger analysissuch terminating Seller Cost Report. Buyer shall give to Seller its comments to the Seller Cost Reports within five (5) business days after its receipt of the same. Buyer shall forward, and other documentation historically prepared by the Hospitals (including all free-standing emergency and other departments) for cost reporting purposes. If requested by Sellersshall cause Buyer Entities to forward, 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 Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such BuyerBuyer or Buyer Entities. 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 within ten (10) business days after receipt by such Buyer or Buyer Entities and shall forward to Sellers Seller any demand for payments within three (3) business days after receipt by such Buyer. Notwithstanding anything to the contrary in this Agreement, Sellers 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 and all liabilities relating theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports. Sellers Seller shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers Seller will furnish to Buyers copies of such cost reports, and related correspondence, work papers and other documents relating to the Seller Cost Reports to Buyer upon Xxxxxx’ requestBuyer's written request and at Buyer's cost.

Cost Reports. After the Closing, Sellers, at their expense, shall prepare and timely file, in a manner that complies with applicable legal requirements, 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”). 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) Hospital 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 relates. Sellers shall 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 reports correspondence, work papers papers, and other documents to any Buyer upon Xxxxxx’ request.

Cost Reports. After the Closing, Sellers, at their expense, shall Seller will prepare and timely file, in a manner that complies with applicable legal requirements, file (and will pay any amounts due pursuant to) 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 Seller and the State Health Agency Hospital Facilities for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein set forth herein, including terminating cost reports for the Government Programs and for Blue Cross Blue Shield or any other cost based payors (the “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 Seller any and all correspondence relating to the Seller Cost Reports within five ten (510) business days after receipt by such BuyerXxxxx. The applicable Likewise, Seller shall forward to Buyer any and all correspondence relating to Seller Cost Reports within ten (10) days after receipt by Seller. Buyer shall remit any receipts of funds relating to Seller Cost Reports or Agency Settlements promptly after receipt by Xxxxx and shall forward to Seller any demand for payments within seven (7) days after receipt by Xxxxx. Likewise, Seller shall remit any funds relating to Xxxxx’s cost reports or agency settlements promptly after receipt by Seller and shall forward to Buyer any demand for payments within seven (7) days after receipt by Seller. Seller shall retain all rights to or in respect of Agency Settlements and to the Seller Cost Reports relating to periods ending on 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 prior to the contrary in this AgreementEffective Time, 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 theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid Government Program determinations relating to Agency Settlements and the Seller Cost Reports. Sellers shall retain Buyer, upon reasonable notice, during normal business hours and at the originals sole cost and expense of Seller, will reasonably cooperate with Seller in regard to the preparation, filing, handling and appeals of the Seller Cost Reports. Likewise, correspondenceSeller, work papers upon reasonable notice, during normal business hours and other documents relating at the sole cost and expense of Xxxxx, will reasonably cooperate with Xxxxx in regard to the preparation, filing, handling and appeals of Xxxxx’s cost reports. Such cooperation shall include the providing of statistics and obtaining files and the coordination with Seller or Buyer, as the case may be, pursuant to adequate notice of Medicare and Medicaid exit conferences or meetings. Notwithstanding the foregoing, except as required by Legal Requirements, Seller shall not open, re-file, or amend any Seller Cost Reports. Sellers will furnish to Buyers copies Report without the prior written consent of such cost reportsBuyer, and related correspondence, work papers and other documents upon Xxxxxx’ request.which consent shall not be unreasonably

Cost Reports. After Within the Closingtime required by Applicable Law, Sellers, at their expense, shall Seller will prepare and timely filefile with respect to Parkside all facility and home office cost reports relating to periods ending prior to the Closing Date, in a manner that complies with applicable legal requirementsincluding terminating cost reports for Medicare, all terminating Medicaid and other applicable Government Programs and Private Payors. Upon Buyer’s written request, Seller will provide copies of all such cost reports, work papers, and other non-privileged documents relating to such cost reports required and related settlements to Buyer. All amounts due to, or permitted by law to owed by, Seller for any such cost report settlements or adjustments will be filed under for the Medicare and account of Seller. Seller shall, within ten (10) Business Days after receipt of Buyer’s written request therefor, reimburse Buyer for any negative cost report adjustments or other Medicare, Medicaid or other Government Program or other third party payor programs and adjustments withheld from Buyer after the State Health Agency Closing Date consisting of overpayments, adjustments or other amounts owed by Seller for periods ending any period 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 Buyerwithout prejudice to Seller’s rights to contest such adjustments. Buyer shall, within ten (10) Business Days after receipt of Seller’s written request therefor, reimburse Seller for any cost report adjustments or other Medicare, Medicaid or other Government Program or other third party payor adjustments or payments paid to Buyer after the Closing Date consisting of underpayments, adjustments or other amounts owed to Seller for the respective any 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 prior to the Closing Date. Buyer, upon reasonable notice, during normal business hours and at the sole cost and expense of Seller, will reasonably cooperate with Seller Cost Reports within five (5) business days after receipt by such Buyer. The applicable Buyer shall remit any receipts of funds relating in regard to the Seller Cost Reports or to Sellers’ Medicare bad debts included on a preparation, filing, handling and appeals of the pre-Closing cost reports. Likewise, Seller, upon reasonable notice, during normal business hours and at the sole cost and expense of the Buyer’s cost report promptly after receipt by such , will reasonably cooperate with the Buyer and shall forward to Sellers any demand for payments within three (3) business days after receipt by such Buyer. Notwithstanding anything in regard to the contrary in this Agreementpreparation, Sellers shall retain all rights to filing, audit, handling and appeals of 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 theretopost-Closings cost reports. Such rights cooperation shall include the right providing of statistics and obtaining files and the coordination with Seller or the Buyer, as the case may be, pursuant to appeal any adequate notice of Medicare and Medicaid exit conferences or Medicaid determinations relating to the meetings. Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reportspre-Closing cost reports, correspondence, work papers and other documents relating to the Seller Cost Reportssuch cost reports and settlements. Sellers will furnish to Buyers copies Buyer shall retain the originals of such its post-Closing cost reports, and related correspondence, work papers and other documents relating to the Buyer’s cost reports and settlements with respect to any Patients who are Patients both before and after Closing and, upon Xxxxxx’ Seller’s written request, provide such costs reports, work papers, and other non-privileged documents relating to such cost reports and related settlements to Seller.

Cost Reports. After the Closing, Sellers, at their expense, shall Seller will prepare and timely file, in a manner that complies with applicable legal requirements, file (and will pay any amounts due pursuant to) 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 Seller and the State Health Agency Hospital Facilities for periods ending on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein set forth herein, including terminating cost reports for the Government Programs and for Blue Cross Blue Shield or any other cost based payors (the “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 Seller any and all correspondence relating to the Seller Cost Reports within five ten (510) business days after receipt by such Buyer. The applicable Likewise, Seller shall forward to Buyer any and all correspondence relating to Seller Cost Reports within ten (10) days after receipt by Seller. Buyer shall remit any receipts of funds relating to Seller Cost Reports or Agency Settlements promptly after receipt by Buyer and shall forward to Seller any demand for payments within seven (7) days after receipt by Buyer. Likewise, Seller shall remit any funds relating to Buyer’s cost reports or agency settlements promptly after receipt by Seller and shall forward to Buyer any demand for payments within seven (7) days after receipt by Seller. Seller shall retain all rights to or in respect of Agency Settlements and to the Seller Cost Reports relating to periods ending on 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 prior to the contrary in this AgreementEffective Time, 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 theretoreports. Such rights shall include the right to appeal any Medicare or Medicaid Government Program determinations relating to Agency Settlements and the Seller Cost Reports. Sellers shall retain Buyer, upon reasonable notice, during normal business hours and at the originals sole cost and expense of Seller, will reasonably cooperate with Seller in regard to the preparation, filing, handling and appeals of the Seller Cost Reports. Likewise, correspondenceSeller, work papers upon reasonable notice, during normal business hours and other documents relating at the sole cost and expense of Buyer, will reasonably cooperate with Buyer in regard to the preparation, filing, handling and appeals of Buyer’s cost reports. Such cooperation shall include the providing of statistics and obtaining files and the coordination with Seller or Buyer, as the case may be, pursuant to adequate notice of Medicare and Medicaid exit conferences or meetings. Notwithstanding the foregoing, except as required by Legal Requirements, Seller shall not open, re-file, or amend any Seller Cost Reports. Sellers will furnish to Buyers copies Report without the prior written consent of such cost reportsBuyer, and related correspondence, work papers and other documents upon Xxxxxx’ request.which consent shall not be unreasonably

Cost Reports. After Beverly's Internal Audit will continue its practice of testing Medicaid cost report processes and data in connection with its facility audits performed at 10% of Beverly's facilities on an annual basis. These facility audits include tests of square footage statistics, payroll costs, other operating costs and the Closingproper classification of costs as reported in the facilities' general ledgers. In addition, Sellers, at their expense, shall prepare and timely file, in a manner that complies with applicable legal requirements, all terminating and other Internal Audit randomly selects five Medicaid cost reports required or permitted by law to be filed under of facilities in states where the Medicare and cost report has an effect upon Medicaid or other third party payor programs and reimbursement. For these cost reports, Internal Audit tests the State Health Agency for periods ending prior classification of costs from the general ledgers 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 IRO will continue its practice of reviewing the results of Internal Audit's facility audits and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such Buyertests of Medicaid cost reports. The applicable Buyer shall remit IRO will review and test 10% of Internal Audit's work for reliance in its financial statement audit of Bevexxx. Xx there is 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 change in this AgreementInternal Audit procedure, Sellers shall retain all rights to based upon a change in the Seller Cost Reports including manner in which Bevexxx xx reimbursed by the Federal health care programs, Bevexxx xxxl notify the OIG within two (2) weeks of making any amounts receivable or payable in respect of such reports or reserves relating to such reports and all liabilities relating theretochange. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports. Sellers shall retain the originals As part of the Seller Cost ReportsIRO's submissions engagement, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish to Buyers copies of such IRO shall perform agreed-upon-procedures on selected Medicaid cost reports, designed to assist the parties in determining that the expenses as reported in the facility's financial statements are accurately summarized in cost reports and related correspondencethat the cost reports are filed in accordance with Federal health care program requirements. The IRO shall randomly select for audit at least five cost reports submitted to states in which the cost report has an effect on Medicaid reimbursement. These five randomly selected cost reports by the IRO will not necessarily be the same cost reports as those randomly selected for review by Beverly's Internal Audit, as set forth in the preceding paragraph. Bevexxx xxxll report the findings of all of the audits described above as part of its Annual Report. The OIG may obtain documentation from Bevexxx xxxarding the work papers and other documents upon Xxxxxx’ requestBevexxx xxx performed on these reviews, to assist the OIG in determining the appropriateness of the filings.

Cost Reports. After the Closing, Sellers, at their expense, shall prepare Company and its Subsidiaries have timely file, in a manner that complies with applicable legal requirements, filed or caused to be timely filed all terminating and other cost reports required or permitted for the Company and its Subsidiaries 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 any Governmental Program (“Seller Company Cost Reports”), and all Company Cost Reports were complete and accurate in all material respects when filed and were prepared and submitted in accordance with cost and accounting principles consistently applied and in compliance in all material respects with cost report filing requirements under Healthcare Laws. Upon Except as disclosed on Schedule 4.25, Company Cost Reports do not claim, and the reasonable request Company and its Subsidiaries have not received, payment or reimbursement in excess of Sellersthe amount provided or allowed by Healthcare Laws, Buyers shall reasonably cooperate except where excess reimbursement was noted on the Company Cost Report and all amounts shown on Company Cost Reports as owed by the Company or its Subsidiaries have been paid timely. Schedule 4.25 lists Company Cost Reports duly filed by the Company and its Subsidiaries covering all open cost reporting periods prior to the Closing Date, identifies which of Company Cost Reports have been (i) audited but not fully settled, and (ii) neither audited nor settled, and describes any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes with Sellers in providing certain information needed by Sellers when preparing respect to Company Cost Reports. Except as disclosed on Schedule 4.25, (A) there are no claims, actions or appeals pending before any Seller Governmental Entity with respect to the Company Cost Reports, including, but not limited to, completion on or before the date 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 (B) the Seller Cost Reports including Company and its Subsidiaries have not received notice of any amounts receivable or payable in respect dispute and, the Company does not have Knowledge of such reports or reserves relating to such reports and all liabilities relating thereto. Such rights shall include the right to appeal existence of any Medicare or Medicaid determinations relating to threatened dispute with any Governmental Entity regarding the Seller Company Cost Reports. Sellers shall retain The Company’s Financial Statements reasonably reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAP. Except as disclosed on Schedule 4.25, any home office cost reports filed by the originals of Company are true and correct in all material respects and the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish to Buyers copies of costs contained in such cost reports, reports are appropriately included therein and related correspondence, work papers have been properly allocated among the Company and other documents upon Xxxxxx’ requestits Subsidiaries in accordance with Healthcare Laws.