Common use of Mechanics of Transfers Clause in Contracts

Mechanics of Transfers. (a) Promptly following the end of each month, Manager shall make a good faith estimate of the collection percentage ("Estimated Collection Percentage") for such month's gross Practice revenues. The Estimated Collection Percentage may vary depending on historical collection percentages, changes in fee schedules, changes in third party reimbursement, bad debt write-offs and similar adjustments. The Estimated Collection Percentage will then be applied to the gross Practice revenues generated by the Practice for such month, resulting in estimated Net Practice Revenues for such month. An amount equal to the excess of Net Practice Revenues over Practice Expenses for such month will be transferred by Manager to Practice on such 25th day. If the first transfer of funds pursuant to this Agreement occurs more than forty-five (45) days after the Effective Date, Manager will pay Practice interest on those funds at a rate equal to its short-term borrowing rate under Manager's senior credit facility for each day in excess of forty-five (45) days. A final annual accounting of actual collections, draws and payments will be delivered to Practice by Manager on or before March 31 of each year of this Agreement with respect to the immediately preceding calendar year and will include a detailed financial report of income and expenses and will take into account funds received and transferred from the Physician Deposit Account under the Billing Agreement. Manager shall remit to Practice, the amounts, if any, due and owing to Practice as a result of the final annual accounting on or before the ninetieth (90th) day after the end of the calendar year. Practice may review and dispute each such final report in accordance with the procedure set forth in Section 3.8(b).

Mechanics of Transfers. (a) Promptly following the end of each month, Manager shall make a good faith estimate of the collection percentage ("Estimated Collection Percentage") for such month's gross Practice revenues. The Estimated Collection Percentage may vary depending on historical collection percentages, changes in fee schedules, changes in third party reimbursement, bad debt write-offs and similar adjustments. The Estimated Collection Percentage will then be applied to the gross Practice revenues generated by the Practice for such month, resulting in estimated Net Practice Revenues for such month. An amount equal to the excess of Net Practice Revenues over Practice Expenses for such month will be transferred by Manager to Practice on such 25th day. If the first transfer of funds pursuant to this Agreement occurs more than forty-five (45) days after the Effective Datedate of the Original Agreement, Manager will pay Practice interest on those funds at a rate equal to its short-term borrowing rate under Manager's senior credit facility for each day in excess of forty-five (45) days. A final annual accounting of actual collections, draws and payments will be delivered to Practice by Manager on or before March 31 of each year of this Agreement with respect to the immediately preceding calendar year and will include a detailed financial report of income and expenses and will take into account funds received and transferred from the Physician Deposit Account under the Billing Agreement. Manager shall remit to Practice, the amounts, if any, due and owing to Practice as a result of the final annual accounting on or before the ninetieth (90th) day after the end of the calendar year. Practice may review and dispute each such final report in accordance with the procedure set forth in Section 3.8(b).

Mechanics of Transfers. (a) Promptly following the end of each month, Manager shall make a good faith estimate of the collection percentage ("Estimated Collection Percentage") for such month's gross Practice revenues. The Estimated Collection Percentage may vary depending on historical collection percentages, changes in fee schedules, changes in third party reimbursement, bad debt write-offs and similar adjustments. The Estimated Collection Percentage will then be applied to the gross Practice revenues generated by the Practice for such month, resulting in estimated Net Practice Revenues for such month. An amount equal to the excess of Net Practice Revenues over Practice Expenses for such month will be transferred by Manager to Practice on such 25th day. If the first transfer of funds pursuant to this Agreement occurs more than forty-five (45) days after the Effective Date, Manager will pay Practice interest on those funds at a rate equal to its short-term borrowing rate under Manager's senior credit facility for each day in excess of forty-five (45) days. A final annual accounting of actual collections, draws and payments will be delivered to Practice by Manager on or before March 31 of each year of this Agreement with respect to the immediately preceding calendar year and will include a detailed financial report of income and expenses and will take into account funds received and transferred from the Physician Deposit Account under the Billing Agreement. Manager shall remit to Practice, the amounts, if any, due and owing to Practice as a result of the final annual accounting on or before the ninetieth (90th) day after the end of the calendar year. Practice may review and dispute each such final report in accordance with the procedure set forth in Section 3.8(b). (b) Practice and the undersigned Physician Shareholder expressly acknowledges and agrees that Manager shall have the right to offset from amounts to be transferred to Practice hereunder each month ("Amounts Available for Offset") any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.7 of the Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts"), or pursuant to Section 8.6 of the Stock Purchase Agreement with respect to claims for indemnification under the Stock Purchase Agreement ("Other Amounts"); provided, however, that with respect to Other Amounts, the Amount Available for Offset shall be reduced by an amount equal to the salaries, wages and related employee benefit costs and withholdings of the Practice Employees for such month; and provided, further, that with respect to Other Amounts, the Amount Available for Offset shall be limited in accordance with the provisions of Section 8.6 and Exhibit 8.6 of the Stock Purchase Agreement with respect to each Physician Partner's undersigned Physician Shareholder's indemnification obligations under the Stock Purchase Agreement. Any offsets for A/R Shortfall Amounts shall not be so limited. In the event Practice disputes any such offset the matter shall be resolved pursuant to binding arbitration under Section 14.11 below, and the 22 27 undersigned Physician Shareholder agrees to Practice arbitrating on his behalf in such procedure any objections he may have individually.