COST REPORT AUDITS AND CONTESTS Sample Clauses

COST REPORT AUDITS AND CONTESTS. After the Closing and for the period of time necessary to conclude any pending or potential audit or contest of any cost reports with respect to the Hospital concerning periods ending on or before the Closing Date, Buyer shall, within five (5) Business Days of Buyer's receipt of the same, forward to Seller all information received from Payors relating to periods ending on or prior to the Closing Date, including, without limitation, cost report settlements, notices of program reimbursements, demand letters for payment and proposed audit adjustments. Upon the reasonable request of Seller, Buyer shall assist Seller (including by providing the reasonable support of its employees at no cost to Seller, except reimbursement for Buyer's reasonable, documented, out-of-pocket third party expenses) in obtaining information deemed by Seller to be necessary or convenient in connection with any audit or contest of such reports. Buyer's services hereunder shall be purely ministerial in nature and under no circumstances shall Buyer perform any services which will cause Buyer to become an agent or other fiduciary of Seller with respect to such audits or contests.
Sample 1
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COST REPORT AUDITS AND CONTESTS. (a) After the Closing and for the period of time necessary to conclude any pending or potential audit or contest of any cost reports with respect to the Hospital Businesses concerning periods ending on or before the Closing Date, Buyer shall within five days of Buyer's receipt of the same, forward to Seller all information received from Payors relating to periods prior to and as of the Closing Date, including, without limitation, cost report settlements, notices of program reimbursements, demand letters for payment and proposed audit adjustments. Upon the reasonable request of Seller, Buyer shall assist Seller (including by providing the reasonable support of its employees at no cost to Seller) in obtaining information deemed by Seller to be necessary or convenient in connection with any audit or contest of such reports. (b) If any Payor determines that Seller is liable to refund any payment or reimbursement received by Seller from such Payor which is attributable to any period of time ending on or prior to the Closing and which arises out of or by reason of the sale of the Transferred Assets hereunder (including any such determination based on such Payor's disregard of the provisions of Paragraph 14.5) and if Buyer (or its successors or assigns) thereby realize an increase in its reimbursements from any such Payor (including, without limitation, an increase by reason of a step up in the basis of the Transferred Assets by Buyer, or its successors or assigns), then Buyer and its successors and assigns shall pay to Seller an amount equal to all such increases in reimbursements as such increases are received by Buyer, or its successors or assigns, no less frequently than quarterly until such time as Seller has received the full amount of such refund. Buyer and its successors and assigns agree to seek from such Payor an increase in its reimbursements upon the receipt from Seller of written notice stating that such an adverse determination has been made by such Payor and the cost of pursuing such increased reimbursement by Buyer shall be paid by Seller promptly on demand for such payment by Buyer. Notwithstanding the foregoing, to the extent that the Health Care Financing Administration promulgates regulations pursuant to Section 4404 of the Balanced Budget Act of 1997 that definitively remove any and all obligation on the part of Seller to refund any payment or reimbursement received by Seller pursuant to this subparagraph (b) from any Payor, then Buyer's obli...
Sample 1

Related to COST REPORT AUDITS AND CONTESTS

  • 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 Medicare and Medicaid or other third party payor programs and the Licensing 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”). In addition, Xxxxx shall assist Seller in providing certain information needed by Seller when preparing the terminating cost reports, including but not limited to completion of Seller’s standard hospital data collection template, invoice and general ledger analysis, and other documentation historically prepared by the Hospitals for cost reporting purposes. The applicable Buyer Entity shall forward to Seller any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such Buyer Entity. The applicable Buyer Entity shall remit any receipts of funds relating to the Seller Cost Reports or the Seller Entity’s Medicare bad debt within five (5) business days after receipt by such Buyer Entity and shall forward to Seller any demand for payments within five (5) business days after receipt by such Buyer Entity. Notwithstanding anything to the contrary in this Agreement, 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. Seller shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Seller will furnish copies of such cost reports to any Buyer Entity upon request.

  • Litigation Reporting If Contractor is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Participating Addendum or may affect Contractor’s ability to perform its obligations under this Participating Addendum, Contractor shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s primary contact identified in §5 of the Participating Addendum .

  • Records, Audits and Reports The Company shall maintain at its principal office the Company’s records and accounts of all operations and expenditures of the Company including the following: 9.1 A current list in alphabetical order of the full name and last known business or resident address of the Member, together with the Capital Contribution and the share in profits and losses of the Member; 9.2 A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed; 9.3 Copies of the Company’s Federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; 9.4 Copies of this Agreement and any amendments thereto together with any powers of attorney pursuant to which any written accounting or any amendments thereto were executed; 9.5 Copies of any financial statements of the Company, if any, for the six most recent years; and 9.6 The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

  • Expert Reports Without prejudice to the appointment of other kinds of experts where authorised by the applicable arbitration rules, the tribunal, at the request of the disputing parties, may appoint one or more experts to report to it in writing on any factual issue concerning environmental, public health, safety or other scientific matters raised by a disputing party in a proceeding, subject to such terms and conditions as the disputing parties may agree.

  • COST REPORT 27 A. CONTRACTOR shall submit separate individual and/or consolidated Cost Reports for Period 28 One, Period Two, and Period Three, or for a portion thereof, to COUNTY no later than sixty (60) 29 calendar days following the period for which they are prepared or termination of this Agreement. 30 CONTRACTOR shall prepare the individual and/or consolidated Cost Report in accordance with all 31 applicable federal, state and COUNTY requirements, GAAP and the Special Provisions Paragraph of 32 this Agreement. CONTRACTOR shall allocate direct and indirect costs to and between programs, cost 33 centers, services, and funding sources in accordance with such requirements and consistent with prudent 34 business practice, which costs and allocations shall be supported by source documentation maintained 35 by CONTRACTOR, and available at any time to ADMINISTRATOR upon reasonable notice. In the 36 event CONTRACTOR has multiple Agreements for mental health services that are administered by 37 HCA, consolidation of the individual Cost Reports into a single consolidated Cost Report may be 1 required, as stipulated by ADMINISTRATOR. CONTRACTOR shall submit a consolidated Cost 2 Report to COUNTY no later than five (5) business days following approval by ADMINSTRATOR of 3 all individual Cost Reports to be incorporated into a consolidated Cost Report. 4 1. If CONTRACTOR fails to submit an accurate and complete individual and/or consolidated 5 Cost Report within the time period specified above, ADMINISTRATOR shall have sole discretion to 6 impose one or both of the following: 7 a. CONTRACTOR may be assessed a late penalty of five hundred dollars ($500) for each 8 business day after the above specified due date that the accurate and complete individual and/or 9 consolidated Cost Report is not submitted. Imposition of the late penalty shall be at the sole discretion 10 of the ADMINISTRATOR. The late penalty shall be assessed separately on each outstanding individual 11 and/or consolidated Cost Report due COUNTY by CONTRACTOR. 12 b. ADMINISTRATOR may withhold or delay any or all payments due CONTRACTOR 13 pursuant to any or all agreements between COUNTY and CONTRACTOR until such time that the 14 accurate and complete individual and/or consolidated Cost Report is delivered to ADMINISTRATOR. 15 2. CONTRACTOR may request, in advance and in writing, an extension of the due date of the 16 individual and/or consolidated Cost Report setting forth good cause for justification of the request.

  • Problem Statement School bus fleets are aging, and our communities have poor air quality. Replacing school buses with zero emission school buses will address both of these issues.

  • Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.

  • Construction Reports Each Constructing Entity shall issue reports to each other Construction Party on a monthly basis, and at such other times as reasonably requested, regarding the status of the construction and installation of the Interconnection Facilities. Each Construction Party shall promptly identify, and shall notify each other Construction Party of, any event that the Construction Party reasonably expects may delay completion, or may significantly increase the cost, of the Interconnection Facilities. Should a Construction Party report such an event, Transmission Provider shall, within fifteen days of such notification, convene a technical meeting of the Construction Parties to evaluate schedule alternatives.

  • 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.

  • Periodic Review of Costs of Environmental Compliance In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change.

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