Common use of Cost Reports Clause in Contracts

Cost Reports. Sellers, at their 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 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 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. 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer upon request.

Cost Reports. SellersSeller, at their its expense, shall, or shall cause the Seller Entities to, 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 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 Hospital 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. Sellers 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 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 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 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer upon request.

Cost Reports. SellersSeller, at their 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 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 ▇▇▇▇▇ 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 Hospital Hospitals 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. 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 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer Entity upon request.

Cost Reports. After the Closing, Sellers, at their expense, shall prepare and timely file 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 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 Hospital 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. relates provided that 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 reports, and related correspondence, work papers, papers and other documents to any Buyer upon ▇▇▇▇▇▇’ request.

Cost Reports. SellersSeller, at their 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 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 ▇▇▇▇▇ 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 Hospital Hospitals 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. Sellers 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer Entity upon request.

Cost Reports. Sellers, at their expense, shall Sellers will prepare and timely 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 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. 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 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. The Joint Venture shall retain the originals of its cost reports, correspondence, work papers and other documents relating to the Joint Venture’s cost reports and agency settlements. Sellers will furnish copies of such cost reports the Sellers Cost Reports, correspondence, work papers, and other documents related documentation to any Buyer the Joint Venture upon request.

Cost Reports. Sellers, at their expense, shall Seller will prepare and timely file (and will pay any amounts due pursuant to) all cost reports relating to Seller and the Hospital Facilities for periods ending on or prior to the Effective Time or required as a result of the consummation of the transactions 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”). Buyer shall forward to Seller any and all correspondence relating to Seller Cost Reports within ten (10) days after receipt by ▇▇▇▇▇. 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 funds relating to Seller Cost Reports or Agency Settlements promptly after receipt by ▇▇▇▇▇ and shall forward to Seller any demand for payments within seven (7) days after receipt by ▇▇▇▇▇. Likewise, Seller shall remit any funds relating to ▇▇▇▇▇’s cost reports required or permitted agency settlements promptly after receipt by law Seller and shall forward to be filed under 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 Medicare and Medicaid or other third party payor programs and the State Health Agency for Seller Cost Reports relating to 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 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. 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 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 ▇▇▇▇▇, will reasonably cooperate with ▇▇▇▇▇ in regard to the preparation, filing, handling and appeals of ▇▇▇▇▇’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 copies Report without the prior written consent of such cost reports correspondenceBuyer, work papers, and other documents to any Buyer upon request.which consent shall not be unreasonably

Cost Reports. (a) Sellers, at their own cost and expense, shall will use commercially reasonable efforts to timely prepare and timely file (and will pay any amounts due pursuant to, 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 on or prior to the Effective Time, Time or required as a result of the consummation of the transactions described herein Contemplated Transactions, including terminating Cost Reports for the Government Programs and for any 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 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. 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 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 Buyer▇▇▇▇▇. The applicable Buyer shall remit to Seller Representative (on Sellers’ behalf) any receipts of funds Cost Report Settlements promptly after receipt by ▇▇▇▇▇ 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 copies of such cost reports correspondencedocuments to Buyer prior to the Closing, work papersor, if created or received following the Closing, promptly following the creation or receipt thereof. Sellers shall timely and accurately respond to all audit and other documents 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 upon 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 Buyer 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. SellersSeller, at their its expense, shall prepare and timely 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 ▇▇▇▇▇ 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 Hospital 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. Sellers 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 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 Seller any demand for payments within three five (35) 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 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer upon request.

Cost Reports. Sellers, at their expense, (a) Transferor shall prepare and timely file all terminating and other cost reports with its fiscal intermediary the final Medicare Cost Reports covering its operation of the Business through the Effective Time as soon as reasonably practicable after the Effective Time, but in no event later than the date on which such final Cost Report is required or permitted by law to be filed by applicable Law under the terms of the Medicare program, and Medicaid will provide the fiscal intermediary or other third party payor programs CMS with any information needed to support claims for reimbursement made by Transferor either in said final Cost Report or in any Cost Reports filed for prior cost reporting periods. Simultaneously with such filing, Transferor shall provide Transferee with a copy of the final Medicare Cost Reports and such supporting documentation reasonably requested by Transferee in writing. (b) After the State Health Agency for periods ending on or Closing Date, Transferor shall promptly and diligently provide Transferee with reasonable and appropriate documentation regarding the Medicare bad debts incurred by Transferor prior to the Effective Time, or as a result of Time associated with the consummation of the transactions described herein Facility (“Seller Transferor Bad Debt”) for purposes of facilitating Transferee’s preparation of related Cost Reports”). Upon Transferor agrees to reasonably cooperate by providing reasonably requested pre-Effective Time data to Transferee in connection with Transferee’s preparation of Cost Reports with respect to the reasonable period after the Effective Time. (c) Transferee shall timely prepare and file with CMS and the appropriate state agency for the Facility, its initial Cost Report for the fiscal year commencing with the fiscal year in which the Closing Date occurs and will include Transferor Bad Debt in its initial Cost Report. (d) Transferee shall notify Transferor within ten (10) Business Days of receipt of any notice of adverse audit adjustments, overpayment, recoupment, fine, penalty, late charge or assessment accruing in relation to Transferor Bad Debt. Transferee agrees to appeal at the request of, on behalf of, and at the sole expense of SellersTransferor, Buyers any Medicare claims audit, Cost Report audit, overpayment, recoupment, fines, penalties, late charges and assessment accruing in relation to Transferor Bad Debt. Transferor and Transferee shall each reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing the other respective Party, with respect to any Seller Cost Reports, such matters including, but not limited to, completion of Sellers’ standard hospital data collection template, invoice and general ledger analysis, and timely providing any requested documentation within the other documentation historically prepared by the Hospital for cost reporting purposes. If requested by Sellers, the applicable Buyer shall include the applicable SellerParty’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. 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 possession 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 control relating to such reports matters. Transferee is not responsible for (i) the actual results of any such appeal, or (ii) Transferor’s failure to provide information and/or documents necessary to process any such appeal. (e) Transferor and Transferee shall comply with all liabilities relating thereto. Such rights shall include patient identity and information protection Laws in providing information under this Section 6.11. (f) In the right event that, following the applicable Effective Time, Transferee or any of its Affiliates suffers any offsets against reimbursement under any third party payor or reimbursement programs owed to appeal any Medicare or Medicaid determinations such Party relating to the Seller Cost Reports. Sellers shall retain the originals amounts owing under any such program by Transferor or any of the Seller Cost Reports, correspondence, work papers and other documents relating its Affiliates for services rendered prior to the Seller Cost ReportsEffective Time, Transferor shall immediately upon written demand from Transferee pay to such Party the amounts so billed or offset, even if Transferor appeals the adverse claim. Sellers will furnish copies To the extent that Transferor is successful in any appeal of such cost reports correspondenceany adverse audit adjustments, work papersoverpayment, recoupment, fine, penalty, late charge or assessment by any third party payor accruing for any period prior to the Effective Time, and other documents Transferee or its Affiliates receive any monies from a third party payor or reimbursement program as a result of Transferor’s successful appeal, then Transferee and/or its Affiliates agree that it will promptly refund to Transferor any Buyer upon requestamounts previously paid by Transferor to such Party for any reimbursement offsets in accordance with the preceding sentence.

Cost Reports. Sellers, at their expense, shall Seller Group will prepare and timely file (and will pay any amounts due pursuant to) all terminating and other cost reports relating to Seller Group and the Facilities for periods ending on or prior to the Effective Time or required or permitted by law as a result of the consummation of the transactions set forth herein, including terminating cost reports for the Government Programs and for the Third Party Payor Programs (the “Seller Group Cost Reports”) that will accurately reflect the information required to be included thereon and will not claim reimbursement in any amount in excess of the amount allowed by applicable Legal Requirements or any applicable agreement. Buyer shall forward to Seller Group any and all correspondence relating to the Seller Group Cost Reports filed under after the Medicare Effective Time within 10 days after receipt by ▇▇▇▇▇. Likewise, Seller Group shall forward to Buyer any and Medicaid all correspondence relating to Seller Group Cost Reports within 10 days after receipt by Seller Group. Buyer shall remit any funds relating to the Seller Group Cost Reports or other third party payor programs Agency Settlements promptly after receipt by ▇▇▇▇▇ and shall forward to Seller Group any demand for payments within seven days after receipt by ▇▇▇▇▇. 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. Seller Group shall retain all rights to or in respect of Agency Settlements and to the State Health Agency for Seller Group Cost Reports relating to 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 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. 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 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 ▇▇▇▇▇, 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 Buyer shall retain the originals of its cost reports, correspondence, work papers and other documents relating to ▇▇▇▇▇’s cost reports and agency settlements. Seller Group will furnish copies of such cost reports the Seller Group Cost Reports, correspondence, work papers, and other documents related documentation to any Buyer upon request.

Cost Reports. SellersSeller, at their its expense, shall prepare and timely 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 TimeClosing Date, or as a result of the consummation of the transactions described herein (“Seller Cost Reports”). Upon Following the reasonable request Closing, Buyer shall make available to Seller, as reasonably requested and at the expense of SellersSeller, Buyers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing any all information, records, or documents (to the extent a part of the Assets delivered to Buyer at Closing) and personnel and staff of Buyer, subject to the Administrative Services Agreement, necessary for Seller to prepare the 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 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. 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 Seller 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 within ten (10) business days after receipt by such Buyer 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 papers, and other documents relating to the Seller Cost Reports. Sellers Seller will furnish copies of such cost reports reports, correspondence, work papers, and other documents to any Buyer ▇▇▇▇▇ upon request.

Cost Reports. Sellers, at their expense, shall prepare Company and its Subsidiaries have timely file 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 on or 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 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. 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 (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 copies of costs contained in such cost reports correspondence, work papers, are appropriately included therein and other documents to any Buyer upon requesthave been properly allocated among the Company and its Subsidiaries in accordance with Healthcare Laws.

Cost Reports. SellersBeverly'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, at their expensepayroll costs, shall prepare other operating costs and timely file all terminating and other the proper classification of costs as reported in the facilities' general ledgers. In addition, 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 on or 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 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. 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 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 IRO will review and test 10% of Internal Audit's work for reliance in its financial statement audit of Beve▇▇▇. ▇▇ there is any change in this Internal Audit procedure, based upon a change in the manner in which Beve▇▇▇ ▇▇ reimbursed by the Federal health care programs, Beve▇▇▇ ▇▇▇l notify the OIG within two (2) weeks of making any such change. As part of the IRO's submissions engagement, the IRO shall remit any receipts of funds relating perform agreed-upon-procedures on selected Medicaid cost reports, designed to assist the Seller Cost Reports or parties in determining that the expenses as reported in the facility's financial statements are accurately summarized in cost reports and that 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 Sellers’ Medicare bad debts included on a Buyer’s states in which the cost report promptly after receipt has an effect on Medicaid reimbursement. These five randomly selected cost reports by such Buyer and shall forward to Sellers any demand the IRO will not necessarily be the same cost reports as those randomly selected for payments within three (3) business days after receipt review by such BuyerBeverly's Internal Audit, as set forth in the preceding paragraph. Notwithstanding anything to Beve▇▇▇ ▇▇▇ll report the contrary in this Agreement, Sellers shall retain findings of 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 Reportsaudits described above as part of its Annual Report. The OIG may obtain documentation from Beve▇▇▇ ▇▇▇arding the work Beve▇▇▇ ▇▇▇ performed on these reviews, correspondence, work papers and other documents relating to assist the Seller Cost Reports. Sellers will furnish copies OIG in determining the appropriateness of such cost reports correspondence, work papers, and other documents to any Buyer upon requestthe filings.

Cost Reports. SellersSeller, at their its expense, shall prepare and timely 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 ▇▇▇▇▇ 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 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. Sellers 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer Entity upon request.

Cost Reports. SellersBuyer shall, at their its expense, shall prepare and timely file cause to be prepared on behalf of Seller 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 herein, based on information provided by Seller to Buyer as set forth below (the “Seller Cost Reports”). Upon Notwithstanding the reasonable request of Sellersforegoing, Buyers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing any Seller will review, be responsible for, execute and timely file the Seller Cost Reports, includingand will be fully responsible for all liabilities relating to the Seller Cost Reports and for the accuracy of all information set forth therein; provided, but not limited tohowever, that Buyer shall have the right to review and approve, in its reasonable discretion, the Seller Cost Reports prior to filing. Seller shall provide Buyer or its designee all records and data necessary for completion of Sellers’ standard hospital data collection template, invoice and general ledger analysis, and other documentation historically prepared by the Hospital for cost reporting purposesSeller Cost Reports. 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. 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 Seller 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 within ten (10) business days after receipt by such the Buyer and shall forward to Sellers Seller any demand for payments within three (3) business days after receipt by such the 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 shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish copies of such cost reports correspondence, work papers, and other documents to any Buyer upon request.

Cost Reports. SellersWithin the time required by Applicable Law, at their expense, shall Seller will prepare and timely file with respect to Parkside all facility and home office cost reports relating to periods ending prior to the Closing Date, including terminating cost reports for Medicare, 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 on or 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 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 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. 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 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 Reports. Sellers will furnish copies of such cost reports and settlements. Buyer shall retain the originals of its post-Closing cost reports, 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 Seller’s written request, provide such costs reports, work papers, and other non-privileged documents relating to any Buyer upon requestsuch cost reports and related settlements to Seller.

Cost Reports. SellersSeller, at their its sole cost and expense, shall prepare and timely 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 Hospital 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. 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 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 copies of such cost reports reports, correspondence, work papers, papers and other documents relating to any the Seller Cost Reports to Buyer upon requestBuyer's written request and at Buyer's cost.

Cost Reports. Sellers(a) The Shareholders shall prepare, at their expenseor cause to be prepared, shall prepare and timely file all terminating and other cost reports required file, 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 on or 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 Hospital 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. Sellers shall 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 copies Closing Date, withholds amounts from reimbursement checks of such cost reports correspondencethe New Operator arising from any purported (A) overpayment, work papersrecoupment, and adjustment and/or recapture with respect to 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 documents 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 Buyer upon requesttime 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 amount to the New Operator on or before the tenth day after the New Operator’s demand; provided, however, that 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. Sellers(a) None of Buyer, at their expensethe 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 and timely file all terminating and other 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 or permitted by law to be filed under after the Medicare and Medicaid or other third party payor programs and the State Health Agency Closing Date for periods (i) all Cost Report Periods ending on or prior to the Effective Time, or as a result of Closing Date and (ii) all Cost Report Straddle Periods; provided that Buyer shall deliver any such cost report to Sellers in the consummation of form proposed for filing at least twenty (20) Business Days prior to the transactions described herein (“Seller Cost Reports”). Upon the reasonable request of due date thereof for review and approval by Sellers, Buyers which approval may not be unreasonably withheld, conditioned or delayed. Sellers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing notify Buyer of any Seller Cost Reports, including, but not limited to, completion requested changes to such cost reports within ten (10) Business Days of Sellers’ standard hospital data collection template, invoice and general ledger analysis, and other documentation historically prepared by the Hospital for cost reporting purposesreceipt thereof. If Buyer objects to Sellers’ requested by Sellerschanges, Buyer and Sellers will have five (5) Business Days to resolve such dispute prior to submitting the applicable Buyer shall include the applicable Seller’s Medicare bad debts that are returned from collection agencies subsequent disputed portion of such cost report to the Closing Date on the applicable Buyer’s cost report Accounting Firm for the respective period binding resolution prior to which the Medicare bad debt 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 filing such cost report. The applicable 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 forward file or cause to be filed, within the time and in the manner required by applicable Law, such cost reports. (c) After the Closing Date, Buyer 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 all correspondence 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 the Seller any Group Company solely with respect to a Cost Reports within five (5) business days after receipt by such Buyer. The applicable Buyer shall remit any receipts of funds relating Report Period ending on or prior 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 AgreementClosing Date, Sellers shall retain all rights have the sole right, at their expense, to control the Seller Cost Reports including any amounts receivable or payable in respect conduct of such reports 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 Cost Report Period or reserves 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 might 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, 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 the Group Companies under any Government Healthcare Program after the Closing Date without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed). (ii) In the case of any other Cost Report Contest relating to such reports and all liabilities relating thereto. Such rights any Group Company, Buyer shall include have the right sole right, at Buyer’s expense, to appeal any Medicare or Medicaid determinations relating to control 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 copies conduct of such cost reports correspondenceCost Report Contest; provided, work papersthat, and other documents in the event that any such Cost Report Contest could result in an adjustment to payments made to any Group Company for a Cost Report Period or portion of a Cost Report Straddle Period ending on or before the Closing Date for which Sellers could be liable pursuant to Section 11.1 hereof or otherwise, Buyer upon request(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 Closing Date and (B) shall not settle or otherwise compromise such Cost Report Contest without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

Cost Reports. Sellers, at their expense, shall prepare and timely file 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 on or 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 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 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 election of minimal Cost Report services to which be effective. (1) Full Cost Reports services will include Onward’s management of the Medicare bad debt relatespreparation of the Cost Report. Sellers Onward shall prepare (i) the IEP ratio; (ii) the special transportation IEP student count; and (iii) the specialized transportation one-way trip ratio. Onward shall provide detailed supporting informationaudit support services and consultation services. (2) If Customer elects to opt out of the full Cost Report services, as required by Medicare regulationsOnward will only provide minimal Cost Report services, which will be limited to Onward’s preparation of (i) the IEP ratio for data in the Medicare bad debt account amounts to 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 included on responsible for retrieving data from any sources other than ▇▇▇▇▇▇’s SHARS software. No audit services or consultation services will be provided if Customer elects the applicable Buyer’s Medicare cost report. The applicable Buyer shall forward to Sellers any and all correspondence relating to the Seller minimal 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 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 copies of such cost reports correspondence, work papers, and other documents to any Buyer upon request.