Common use of DEFINITIVE CLOSING STATEMENTS Clause in Contracts

DEFINITIVE CLOSING STATEMENTS. Within 120 days after the Closing or by such time as is reasonable under the circumstances, ProMedCo-Temple shall prepare and deliver to KDC a final closing statement ("Final Closing Statement") of KDC as of the Closing Date. ProMedCo-Temple covenants that the Final Closing Statement shall be true, complete and accurate and will present fairly the assets and liabilities items set (1) 0363293.08 080020-007 10/09/96 2.1 and 2.2 hereof as at the Closing, calculated in a manner consistent with the KDC Financial Statements (as defined in ss. 3.4), and the requirements of this Agreement. KDC and its representatives shall be provided access to the books and records of ProMedCo-Temple as necessary to verify the accuracy of such calcula tions. If within 30 business days of receipt of the Final Closing Statement, KDC fails to deliver to ProMedCo-Temple written notice specifying any unacceptable entries on the Final Closing Statements and the reasons therefor, then such Final Closing Statement shall constitute the Definitive Closing Statements. If KDC timely and duly delivers such notice within 30 business days of receipt thereof, the parties shall attempt in good faith to resolve the differences, and if they are unable to do so, within 20 days thereafter either party may deliver the Final Closing Statement to a "big six" accounting firm other than Axxxxx Axxxxxxx & Co., LLC chosen by ProMedCo- Temple (the "CPA Firm"), who shall have 20 business days to review the Final Closing Statement and make such adjustments thereto as it deems necessary to ensure that the Final Closing Statement has been prepared in a manner consistent with the KDC Financial Statements calculated on a consistent basis and the requirements of this Agreement and conform to consistently applied generally accepted accounting principles. The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on the parties hereto. If the total amount payable by ProMedCo-Temple pursuant to clause (c) below increases from that shown on the Final Closing Statement, ProMedCo-Temple shall pay the fees and expenses of the CPA Firm, otherwise such fees and expenses shall be borne by KDC. To the extent possible, all elective accounting principles or policies shall be consistent with KDC's current principles and policies.

DEFINITIVE CLOSING STATEMENTS. Within 120 days after the Closing or by such time as is reasonable under the circumstances, ProMedCo-Temple SW shall prepare and deliver to KDC SELLER a final closing statement ("Final Closing Statement") of KDC SELLER as of the Closing Date. ProMedCo-Temple SW covenants that the Final Closing Statement shall be true, complete and accurate and will present fairly the assets and liabilities items set (1) 0363293.08 080020-007 10/09/96set forth xxxx.xx. 2.1 and 2.2 hereof as at the Closing, calculated in a manner consistent with the KDC SELLER Financial Statements (as defined in ss. 3.4inss.3.4), and the requirements of this Agreement. KDC SELLER and its representatives shall be provided access to the books and records of ProMedCo-Temple SW as necessary to verify the accuracy of such calcula tionscalculations. If within 30 business days of receipt of the Final Closing Statement, KDC SELLER fails to deliver to ProMedCo-Temple SW written notice specifying any unacceptable unac ceptable entries on the Final Closing Statements and the reasons therefor, then such 0400630.14 080020-015 05/07/97 (1) Final Closing Statement shall constitute the Definitive Closing Statements. If KDC SELLER timely and duly delivers such notice within 30 business days of receipt thereof, the parties shall attempt in good faith to resolve the differences, and if they are unable to do so, within 20 days thereafter either party may deliver the Final Closing Statement to a "big six" accounting firm other than Axxxxx Axxxxxxx & Co., LLC chosen by ProMedCo- Temple ProMedCo-SW (the "CPA Firm"), who shall have 20 business days to review the Final Closing Statement and make such adjustments thereto as it deems necessary to ensure that the Final Closing Statement has been prepared in a manner consistent with the KDC SELLER Financial Statements calculated on a consistent basis and the requirements of this Agreement and conform to consistently applied generally accepted accounting principles. The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on the parties hereto. If the total amount payable by ProMedCo-Temple SW pursuant to clause (cb) below increases from that shown on the Final Closing Statement, ProMedCo-Temple SW shall pay the fees and expenses of the CPA Firm, otherwise such fees and expenses shall be borne by KDC. To the extent possible, all elective accounting principles or policies shall be consistent with KDC's current principles and policiesSELLER.

DEFINITIVE CLOSING STATEMENTS. Within 120 days after the Closing or by such time as is reasonable under the circumstances, ProMedCo-Temple Harrisburg shall prepare and deliver to KDC HealthAmerica a final closing statement ("Final Closing Statement") of KDC HealthAmerica as of the Closing DateAugust 12, 1997. ProMedCo-Temple Harrisburg covenants that the Final Closing Statement shall be true, complete and accurate and will present fairly the assets and liabilities items set (1) 0363293.08 080020-007 10/09/96accurate 2.1 and 2.2 hereof as at the ClosingAugust 12, 1997, calculated in a manner consistent with GAAP (except as disclosed in Exhibit 3.3B), as applied in the KDC HealthAmerica Financial Statements (as defined in ss. 3.43.3), and the requirements of this Agreement. KDC HealthAmerica and its representatives shall be provided access to the books and records of ProMedCo-Temple Harrisburg as necessary to verify the accuracy of such calcula tionscalculations. If within 30 business days of receipt of the Final Closing Statement, KDC HealthAmerica fails to deliver to ProMedCo-Temple Harrisburg written notice specifying any unacceptable entries on the Final Closing Statements and the reasons therefor, then such Final Closing Statement shall constitute the Definitive Closing Statements. If KDC HealthAmerica timely and duly delivers such notice within 30 business days of receipt thereof, the parties shall attempt in good faith to resolve the differences, and if they are unable to do so, within 20 days thereafter either party may deliver the Final Closing Statement to a "big six" accounting firm other than Axxxxx Axxxxxxx & Co., LLC chosen by ProMedCo- Temple mutually agreeable to the parties (the "CPA Firm"), who shall have 20 business days to review the Final Closing Statement and make such adjustments thereto as it deems necessary to ensure that the Final Closing Statement has been prepared in a manner consistent with GAAP as applied in the KDC HealthAmerica Financial Statements calculated on a consistent basis and the requirements of this Agreement and conform to consistently applied generally accepted accounting principlesAgreement. The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on the parties hereto. If the total amount payable by ProMedCo-Temple Harrisburg pursuant to clause (cb) below increases from that shown on the Final Closing Statement, ProMedCo-Temple Harrisburg shall pay the fees and expenses of the CPA Firm, otherwise such fees and expenses shall be borne by KDCHealthAmerica. To If the extent possibleparties are unable to mutually agree on a CPA firm, all elective accounting principles or policies they shall select one by using the following process: First ProMedCo-Harrisburg shall nominate a "big six" firm; if that firm is unacceptable to HealthAmerica, it shall nominate a different "big six" firm; if that firm is unacceptable to ProMedCo-Harrisburg, each party shall designate a partner of the firm nominated by it, and the two partners shall choose a third "big six" firm which that thereupon be consistent with KDC's current principles and policiesthe "CPA Firm" contemplated hereby.

DEFINITIVE CLOSING STATEMENTS. Within 120 days after the Closing or by such time as is reasonable under the circumstances, ProMedCo-Temple ProMedCo shall prepare and deliver to KDC the HSI and HP Shareholders and the Shareholder Representative a final closing statement combined balance sheet of HSI and HP as of the Closing Date ("Final Closing Statement") of KDC as of the Closing Date). ProMedCo-Temple ProMedCo covenants that the Final Closing Statement shall be true, complete and accurate and will present fairly the assets and liabilities items set (1) 0363293.08 080020-007 10/09/96 2.1 of HSI and 2.2 hereof HP as at the ClosingClosing Date, calculated in a manner consistent accordance with GAAP as presented in the KDC HSI and HP Financial Statements (as defined in ss. 3.4inss.3.4), and the requirements of this Agreement. KDC The HSI and its HP Shareholders and the Shareholder Represen tative and their representatives shall be provided access to the books and records of ProMedCo-Temple HSI and HP as necessary to verify the accuracy of such calcula tions. If within 30 business days of receipt of the Final Closing Statement, KDC the Shareholder Representative fails to deliver to ProMedCo-Temple ProMedCo written notice specifying any unacceptable entries on the Final Closing Statements State ments and the reasons therefor, then such Final Closing Statement shall constitute the Definitive Closing Statements. If KDC the Shareholder Represen tative timely and duly delivers such notice within 30 business days of receipt thereof, the parties shall attempt in good faith to resolve the differencesdiffer ences, and if they are unable to do so, within 20 days thereafter either party may deliver the Final Closing Statement to a "big six" accounting firm other than Axxxxx Axxxxxxx & Co., LLC chosen by ProMedCo- Temple mutually acceptable to ProMedCo and the Shareholder Representa tive (the "CPA Firm"), who shall have 20 business days to review the Final Closing Statement and make such adjustments thereto as it deems necessary to ensure that the Final Closing Statement has been prepared in a manner consistent accordance with GAAP as presented in the KDC HSI and HP Financial Statements State ments calculated on a consistent basis and the requirements of this Agreement Agree ment and conform to consistently applied generally accepted accounting principles. The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on ProMedCo and the parties heretoHSI and Shareholders. If the total amount payable by ProMedCo-Temple ProMedCo pursuant to clause (cb) below increases from that shown on the Final Closing StatementState ment, ProMedCo-Temple ProMedCo shall pay the fees and expenses of the CPA Firm, otherwise other wise such fees and expenses shall be borne by KDC. To the extent possible, all elective accounting principles or policies shall be consistent with KDC's current principles HSI and policiesHP Sharehold ers.

DEFINITIVE CLOSING STATEMENTS. Within 120 days after the Escrow Closing or by such time as is reasonable under the circumstances, ProMedCo-Temple Northern shall prepare and deliver to KDC the Shareholders and the Shareholder Representative a final closing statement balance sheet of WMM as of the Escrow Closing Date ("Final Closing Statement") of KDC as of the Closing Date). ProMedCo-Temple Northern covenants that the Final Closing Statement shall be true, complete and accurate and will present fairly the assets and liabilities items set (1) 0363293.08 080020-007 10/09/96 2.1 and 2.2 hereof of WMM as at the ClosingEscrow Closing Date, calculated in a manner consistent with the KDC WMM Financial Statements (as defined in ss. Section 3.4), and the requirements of this Agreement. KDC The Shareholders and its the Shareholder Representative and their representatives shall be provided access to the books and records of ProMedCo-Temple Northern as necessary to verify the accuracy of such calcula tionscalculations. If within 30 business days of receipt of the Final Closing Statement, KDC the Shareholder Representative fails to deliver to ProMedCo-Temple Northern written notice specifying any unacceptable entries on the Final Closing Statements and the reasons therefor, then such Final Closing Statement shall constitute the Definitive Closing Statements. If KDC the Shareholder Representative timely and duly delivers such notice within 30 business days of receipt thereof, the parties shall attempt in good faith to resolve the differences, and if they are unable to do so, within 20 days thereafter either party may deliver the Final Closing Statement to a "big six" accounting firm other than Axxxxx Axxxxxxx & Co., LLC chosen by ProMedCo- Temple mutually acceptable to ProMedCo-Northern and the Shareholder Representative (the "CPA Firm"), who shall have 20 business days to review the Final Closing Statement and make such adjustments thereto as it deems necessary to ensure that the Final Closing Statement has been prepared in a manner consistent with the KDC WMM Financial Statements calculated on a consistent basis and the requirements of this Agreement and conform to consistently applied generally accepted accounting principles. The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on ProMedCo, ProMedCo- Northern and the parties heretoShareholders. If the total amount payable by ProMedCo-Temple Northern pursuant to clause (cb) below increases from that shown on the Final Closing Statement, ProMedCo-Temple Northern shall pay the fees and expenses of the CPA Firm, otherwise such fees and expenses shall be borne by KDC. To the extent possible, all elective accounting principles or policies shall be consistent with KDC's current principles and policiesShareholders.