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 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 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”). 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 reports, including, including but not limited to, to completion of Sellers’ Seller’s 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 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’ the Seller Entity’s 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 debt within three five (35) business days after receipt by such BuyerBuyer 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, 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 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 prepare and timely file, in a manner that complies with applicable legal requirements, all terminating and other cost reports SHARS participants are 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 submit annual Cost Reports to the Effective Time, or as a result of the consummation of the transactions described herein Health and Human Services Commission (“Seller Cost ReportsHHSC”). Upon Onward will provide consulting services to assist Customer in its preparation of the reasonable request Cost Reports in accordance with the terms set forth herein. Customer may elect to opt out of Sellers, Buyers shall reasonably cooperate with Sellers in providing certain information needed full Cost Report services and select minimal Cost Report services 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 indicating this election on the applicable Buyer’s cost report form attached hereto as Exhibit C. The form must be executed and delivered to Onward on or before the Effective Date 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 election of minimal Cost Report services 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 effective. (1) Full Cost Reports within five services will include Onward’s management of the preparation of the Cost Report. Onward shall prepare (5i) business days after receipt by such Buyerthe IEP ratio; (ii) the special transportation IEP student count; and (iii) the specialized transportation one-way trip ratio. The applicable Buyer Onward shall remit provide audit support services and consultation services. (2) If Customer elects to opt out of the full Cost Report services, Onward will only provide minimal Cost Report services, which will be limited to Onward’s preparation of (i) the IEP ratio for data in the Onward system; (ii) the special transportation IEP student count for data in the Onward system; and (iii) the specialized transportation one-way trip ratio for data in the Onward system. Onward will not be responsible for retrieving data from any receipts of funds relating to sources other than Xxxxxx’s SHARS software. No audit services or consultation services will be provided if Customer elects the Seller minimal 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 Report services. (3) business days after receipt For Cost Reports related to fiscal years which pre-date this Agreement or Customer’s engagement of Onward, if Customer chooses to utilize Onward’s Cost Report services, Customer may only elect full Cost Report services and Customer will not have the option of selecting minimal Cost Report services for such reports. Customer must advise Onward of its intent to utilize Onward Cost Report services for pre- Agreement fiscal years, by such Buyer. indicating its choice on the form attached hereto as Exhibit C. The form must be executed and delivered to Onward on or before the Effective Date. (4) Notwithstanding anything to the contrary in any termination or expiration of this Agreement, Sellers Customer shall retain all rights be obliged to the Seller pay Onward as provided in Exhibit A for Cost Reports including to be submitted after the termination or expiration of this Agreement if the Cost Report relies on any amounts receivable claims data (i) for claims that were prepared (partially or payable otherwise) or submitted by Onward during the term of the Agreement; or (ii) maintained at any time in respect the SHARS software provided by Onward. Customer may elect to opt out of such full Cost Report services and select minimal Cost Report services for the post-termination and post-expiration reports if no later than sixty (60) days prior to expiration or reserves relating termination this Agreement, Customer provides written notice to such reports and all liabilities relating theretoOnward of its election in accordance with Section VI.M below. Such rights shall include the right If Customer fails to appeal any Medicare provide written notice in accordance with Section VI.M sixty (60) days prior to expiration or Medicaid determinations relating to the Seller termination of this Agreement, Customer will by default elect full Cost Report services for post-termination or -expiration 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 following will apply in respect of each Facility: (a) In respect of each Facility, Kindred shall cause the Closing, Sellers, at their expense, shall Operator of such Facility to prepare and timely file, in a manner that complies file with applicable legal requirements, all terminating the appropriate Medicare and other Medicaid agencies its final cost reports in respect to its operation of such Facility as soon as reasonably practicable after the Closing Date, but in no event later than the date on which such final cost report is required or permitted by law to be filed by law under the terms of the Medicare and Medicaid Programs, and will provide the appropriate Medicare and Medicaid agencies with any information needed to support claims for reimbursement made by such Operator either in said final cost report or other third party payor programs in any cost reports filed for prior cost reporting periods, it being specifically understood and agreed that the State Health Agency for periods ending prior intent and purpose of this provision is to ensure that the Effective Time, reimbursement paid to Florida Institute or the New Operator after it becomes the licensed operator of such Facility is not reduced or offset in any manner as a result of the consummation of the transactions described herein (“Seller Cost Reports”). Upon the reasonable request of Sellerssuch Operator's failure to timely file, Buyers shall reasonably cooperate or filing inaccurate or incomplete, final cost reports or supporting documentation with Sellers in providing certain information needed by Sellers when preparing respect to any Seller Cost Reportspast reimbursement claims, including, but not limited to, completion those included in the final cost reports. Kindred shall cause such Operator to promptly provide Florida Institute or the New Operator for such Facility with copies of Sellers’ standard hospital data collection templatesuch reports and supporting documentation. Kindred shall be responsible for all liabilities under the Medicare and Medicaid programs to the extent that such liabilities arise from events, invoice including but not limited to, overpayment, recoupments, fines, penalties, late charges and general ledger analysisassessments occurring on or before the Closing Date. Kindred shall indemnify, defend and other documentation historically prepared by hold harmless Florida Institute and the Hospitals New Operator of such Facility for, from and against all liabilities, losses, claims and expenses resulting from its failure to timely file cost reports or from or filing inaccurate or incomplete cost reports or any adjustment (including all free-standing emergency and other departmentsbut not limited to, adjustments for over billing of Medicare or Medicaid) to any cost reports 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 periods prior to the Closing Date on Date. (b) Florida Institute and 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 New Operator of such reports or reserves relating to such reports Facility shall indemnify and all liabilities relating thereto. Such rights shall include hold harmless Kindred and 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 Operator of such Facility for, from and against all third party claims resulting from cost reports, and related correspondence, work papers and other documents upon Xxxxxx’ requestreports filed by Florida Institute or the New Operator of such Facility for cost reporting periods following the Closing Date.

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 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 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, 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(a) The Shareholders shall prepare, Sellersor cause to be prepared, 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 cause to be filed under the Medicare and Medicaid or other timely, all third party payor programs and cost reports for the State Health Agency Facilities for periods ending prior to the Effective TimeClosing Date, and shall deliver copies of such reports to the Purchaser and the New Operator in form and content suitable in all material respects for filing with the appropriate governmental agency, not later than 10 Business Days prior to the deadline for any such report to be filed. The Shareholders shall be responsible for including in such cost reports all refunds or reimbursements payable to any Person or Governmental Agency with respect to payments made to the Companies before the Closing Date. (b) After the Closing Date, the Purchaser shall grant the Shareholders sufficient authority to execute all such cost reports on behalf of the Companies; provided, however, that in no event shall the Shareholders cause any such cost reports to be filed until after the 10th Business Day after the Shareholders submit such cost report to the Purchaser for its review. The Purchaser, the New Operator and, after the Closing Date, the Companies shall cooperate with the Shareholders’ reasonable requests for assistance in connection with the Shareholders’ obligation to timely file or cause to be filed all such cost reports with the appropriate Governmental Agencies, including each Company’s final cost report for each Facility. (c) Subject to Section 11.03(e), the Shareholders shall pay, or as a result of cause to be paid, from its own funds and not from the consummation of the transactions described herein (“Seller Cost Reports”). Upon the reasonable request of SellersEscrow Account all overpayments, Buyers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing recoupments, adjustments and/or recaptures which are or which become due pursuant to 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) such cost report 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 any period prior to the Closing Date concurrently with the filing of such final cost report to the extent the amount of any such overpayments, recoupments, adjustments and/or recaptures are not accrued on the applicable Buyer’s cost report for the respective period to which the Medicare bad debt relates provided that Sellers provide detailed supporting informationClosing Date Balance Sheet, as required by Medicare regulations, for the Medicare bad debt account amounts to be included on the applicable Buyer’s Medicare cost reportfinally determined. The applicable Buyer Shareholders shall forward promptly and fully respond 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 inquires 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 audits relating to such cost reports and all liabilities relating thereto. Such rights the Purchaser and the New Operator shall include permit the right to appeal any Medicare or Medicaid determinations relating Shareholders access to the Seller Cost Reports. Sellers shall retain the originals books and records of the Seller Cost ReportsFacilities for such purpose in accordance with the provisions of this Agreement. (d) In the event that, correspondenceafter the Closing Date (i) any Governmental Agency or any other third party payor, work papers and other documents relating with respect to any time prior to the Seller Cost Reports. Sellers will furnish Closing Date, withholds amounts from reimbursement checks of the New Operator arising from any purported (A) overpayment, recoupment, adjustment and/or recapture with respect to Buyers copies a Company attributable to amounts paid to the Companies prior to the Closing Date, (B) failure of a Company to pay assessment taxes, license fees/taxes or any other amounts due prior to the Closing Date, or (C) otherwise “clawsback” from the New Operator any insurance proceeds, rebates or other monies attributable to amounts paid to the Companies prior to the Closing Date, (ii) any civil monetary penalties are assessed against any of the Facilities with respect to any time prior to the Closing Date, or (iii) the New Operator incurs any Liability for any Taxes arising out of the ownership of the Assets or the operation of the Business before the Closing Date which are not accrued on the Closing Date Balance Sheet, as finally determined, then the Shareholders shall pay such cost reportsamount to the New Operator on or before the tenth day after the New Operator’s demand; provided, and related correspondencehowever, work papers and other documents upon Xxxxxx’ requestthat the New Operator shall be required to satisfy its rights under this section from the Escrow Account, to the extent funds remain in the Escrow Account, before proceeding against any Shareholder.

Cost Reports. After the Closing, (a) Sellers, at their own cost and expense, shall will use commercially reasonable efforts to 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 Cost Report Settlements related to) 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 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 Private Cost-Based Programs (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 twenty (520) business days Business Days after receipt by such BuyerXxxxx. The applicable Buyer shall remit to Seller Representative (on Sellers’ behalf) any receipts of funds Cost Report Settlements promptly after receipt by Xxxxx and shall forward to the applicable Seller any demand for payments relating to the Seller Cost Reports or to Sellers’ Medicare bad debts included on a Buyer’s cost report promptly within twenty (20) Business Days 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 Liabilities and obligations associated with the Seller Cost Reports and all rights related to the Cost Report Settlements, including any amounts receivable or payable in respect of to 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 ReportsReport Settlements. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost ReportsReports and the Cost Report Settlements. Sellers will furnish to Buyers copies of such cost reportsdocuments to Buyer prior to the Closing, or, if created or received following the Closing, promptly following the creation or receipt thereof. Sellers shall timely and related correspondence, work papers accurately respond to all audit and other supplemental information requests from a Government Program or Private Cost-Based Program related to the Seller Cost Reports and shall provide Buyer with copies of all additional information that is provided to the applicable Government Program or Private Cost-Based Program in response to such requests. Except as required by Law, Sellers shall not, without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed), (i) open, re-file, or amend any Seller Cost Report or (ii) agree to any settlement of or revision to a Seller Cost Report that will have a negative impact on the reimbursement received by Buyer for post-Closing periods. In the event that any Government Program or Private Cost-Based Program offsets, withholds, recoups or reduces any amounts payable or paid to Buyer as a result of any Liabilities or obligations of Sellers or their predecessors in respect of periods ending prior to the Effective Time arising under the terms of the Government Programs or Private Cost-Based 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 reduced within fifteen (15) Business Days after Sellers’ receipt of written notice from Buyer of such offset, withholding, recoupment or reduction. 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. (b) Sellers shall terminate the Hospital’s participation in any periodic interim payment program with Medicare effective as of the Closing Date. If Buyer receives any Medicare Interim Payments from the Medicare program associated with the operations of the Hospital relating solely to periods prior to the Effective Time, Buyer shall pay Foundation (on Sellers’ behalf) an amount equal to such Medicare Interim Payment(s) received by Buyer within thirty (30) days of receipt. If Buyer receives any Medicare Interim Payments from the Medicare program associated with the operations of the Hospital relating to the period commencing prior to and ending after the Effective Time, Buyer shall pay Foundation (on Sellers’ behalf) within thirty (30) days of receipt an amount equal to the Medicare Interim Payment(s) actually received by Buyer for such period multiplied by a fraction, the numerator of which shall be the total number of days prior to the Effective Time and the denominator of which shall be the total number of days attributable to such Medicare Interim Payment(s). If a Seller receives any Medicare Interim Payments from the Medicare program associated with the operations of the Hospital relating solely to periods after the Effective Time, Sellers shall pay Buyer within thirty (30) days of receipt an amount equal to such Medicare Interim Payment(s) received by such Seller. If a Seller receives any Medicare Interim Payments from the Medicare program associated with the operations of the Hospital relating to the periods commencing prior to and ending after the Effective Time, Sellers shall pay Buyer within thirty (30) days of receipt an amount equal to the Medicare Interim Payment(s) actually received by such Seller for such period multiplied by a fraction, the numerator of which shall be the total number of days after the Effective Time and the denominator of which shall be the total number of days attributable to such Medicare Interim Payment(s). It is the intent of the Parties that Buyer and Sellers shall receive all third party payments applicable to the period of time that the Hospital are owned by the Parties. (c) If any Party receives any amount from patients, third-party payors, group purchasing organizations or suppliers which, under the terms of this Agreement, belongs to the other Party, the Party receiving such amount shall remit within ten (10) Business Days the full amount so received to the other Party. (d) Sellers will cooperate with Buyer in all reasonable respects in providing pre- Closing patient data and any documents upon Xxxxxx’ requestBuyer reasonably believes are necessary or appropriate to file with respect to New Hampshire Medicaid disproportionate share hospital surveys for the fiscal periods prior to and after the Effective Time.

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.

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, Sellers, at their expense, (a) MPH and CCS shall prepare cause to be prepared and timely file, in a manner that complies with applicable legal requirements, filed all terminating and other cost reports Cost Reports which are required or permitted by law to be filed under the with Medicare and Medicaid or other third party payor programs with respect to the operations of the Facilities for any and the State Health Agency for all periods ending on or prior to the Effective TimeClosing Date. For the Facility each party is transferring pursuant to this Agreement, the Transferring Party shall retain all rights and all obligations for amounts due to or as a result from Medicare and Medicaid to the extent such Cost Reports cover any period through Closing. The parties hereby acknowledge and agree that neither party is being assigned or otherwise receiving and is not hereby assuming any of the consummation same. The Transferring Party's rights with respect to Cost Reports filed with Medicare and Medicaid through Closing shall include, without limitation, the right to dispute or to appeal any determinations relating to such reports. (b) With respect to Cost Reports containing costs attributable to Straddle Patients ("Straddle Cost Reports") the Purchasing Party shall provide such information at such times and in such formats as is reasonably requested by the Transferring Party to allow it to file such Cost Reports for the period of time prior to the Closing Date in a timely manner. All amounts due to or from Payors with respect to such Straddle Cost Reports shall, as regards Payors, be the responsibility of the transactions described herein (“Seller Purchasing Party. The parties shall further cooperate with one another with respect to disputes with or audits by Payors in respect of Straddle Cost Reports”, so that the party who, under the foregoing provisions, has the economic interest in the matter that is the subject of dispute or audit shall have effective control over the resolution thereof with such Payors, including effective control over any appeals or legal proceedings with respect thereto. (c) 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 Facilities that include periods ending on or before the Closing Date (which period of time shall generally be five (5) years after the month of the filing date of the Cost Report), the Purchasing Party shall (a) properly keep and preserve all financial books and records delivered to the Purchasing Party by the Transferring Party and utilized in preparing such Reports, including, without limitation, accounts payable invoices, Medicare logs and billing information in accordance with Section 6.7, and (b) within five (5) days of MPH and CCS's receipt of the same, forward to the Transferring Party 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 reasonable written notice by the Transferring Party, the Transferring Party (or its agents) shall be entitled, at the Transferring Party's expense, during regular business hours, to have access to, inspect and make copies of all such books and records. Upon the reasonable request of Sellersthe Transferring Party, Buyers the Purchasing Party shall reasonably cooperate with Sellers assist in providing certain obtaining 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 deemed by the Hospitals (including all free-standing emergency and other departments) for cost reporting purposesTransferring Party to be necessary or desirable in connection with any audit or contest of such reports. If requested by SellersTo the extent required to meet its obligations under this Section, the applicable Buyer each party shall include the applicable Seller’s Medicare bad debts that are returned from collection agencies subsequent provide to the Closing Date on other the applicable Buyer’s reasonable support of its employees at no 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’ requestTransferring Party.

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. (a) None of Buyer, the Group Companies or any Affiliate of Buyer shall (or shall cause or permit any Group Company to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any cost report filed with any Government Healthcare Program for any period ending on or before the Closing Date, including any such cost report filed after the Closing Date for such prior periods without the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Buyer shall prepare or cause to be prepared, in a manner consistent with the most recent cost reports of the Group Companies, and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such cost reports (unless Buyer determines there is no reasonable basis for such position, election or method), all cost reports of or with respect to the Group Companies that are required to be filed after the Closing Date for (i) all Cost Report Periods ending on or prior to the Closing Date and (ii) all Cost Report Straddle Periods; provided that Buyer shall deliver any such cost report to Sellers in the form proposed for filing at least twenty (20) Business Days prior to the due date thereof for review and approval by Sellers, which approval may not be unreasonably withheld, conditioned or delayed. Sellers shall notify Buyer of any requested changes to such cost reports within ten (10) Business Days of Sellers’ receipt thereof. If Buyer objects to Sellers’ requested changes, Buyer and Sellers will have five (5) Business Days to resolve such dispute prior to submitting the disputed portion of such cost report to the Accounting Firm for binding resolution prior to filing such cost report. The Accounting Firm will promptly review only those items and amounts specifically set forth in the requested change(s) and resolve the dispute with respect to each requested change. The fees and expenses of the Accounting Firm will be borne by Sellers and Buyer in the percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such party’s favor, or determined by the Accounting Firm. The decision of the Accounting Firm will be final, conclusive and binding on the parties. Buyer shall file or cause to be filed, within the time and in the manner required by applicable Law, such cost reports. (c) After the ClosingClosing Date, SellersBuyer shall notify Sellers in writing within fifteen (15) Business Days of receiving notice of any proposed reopening of any cost report or of any demand or claim on Buyer or any Group Company, that if determined adversely to Buyer or any Group Company or after the lapse of time, could be grounds for indemnification under Section 11.1. Such notice shall contain factual information (to the extent known to Buyer) describing the asserted basis for reopening in reasonable detail and shall include copies of any notice or other document received from any Governmental Body in respect of any such reopening. The failure to give notice as provided in this Section 8.6(b) shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (i) In the case of a proposed cost report settlement, cost report reopening or administrative or judicial proceeding related to a cost report (a “Cost Report Contest”) relating to any Group Company solely with respect to a Cost Report Period ending on or prior to the Closing Date, Sellers shall have the sole right, at their expense, shall prepare and timely fileto control the conduct of such Cost Report Contest; provided, that, in the event that any such Cost Report Contest could result in an adjustment to reimbursement of any Group Company for a manner Cost Report Period or portion of a Cost Report Straddle Period ending after the Closing Date, Sellers (A) shall permit Buyer, at its expense, to participate in the proceeding solely with respect to an adjustment that complies with applicable legal requirementsmight affect the reimbursment of Buyer or any Group Company for a Cost Report Period ending after the Closing Date and (B) shall not settle or otherwise compromise such Cost Report Contest without the prior written consent of Buyer, all terminating and other cost reports which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, except as may be required by Law, Sellers shall take no position that Buyer determines will result in any material negative consequence to Buyer or permitted by law to the Group Companies under any Government Healthcare Program after the Closing Date without the prior written consent of Buyer (which consent shall not 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 Timeunreasonably withheld, conditioned, or as delayed). (ii) In the case of any other Cost Report Contest relating to any Group Company, Buyer shall have the sole right, at Buyer’s expense, to control the conduct of such Cost Report Contest; provided, that, in the event that any such Cost Report Contest could result in an adjustment to payments made to any Group Company for a result Cost Report Period or portion of a Cost Report Straddle Period ending on or before the consummation Closing Date for which Sellers could be liable pursuant to Section 11.1 hereof or otherwise, Buyer (A) shall permit Sellers, at Sellers’ expense, to participate in the proceeding solely with respect to an adjustment that could affect the liability of Sellers for payments to a Government Healthcare Program for a Cost Report Period or portion of a Cost Report Straddle Period ending on or before the transactions described herein Closing Date and (“Seller B) shall not settle or otherwise compromise such Cost Reports”). Upon Report Contest without the reasonable request prior written consent of Sellers, Buyers which consent shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing any Seller Cost Reportsnot be unreasonably withheld, 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 conditioned 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’ requestdelayed.

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 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 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 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 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 five (35) 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.