Common use of Post Closing Accounting Clause in Contracts

Post Closing Accounting. (a) As soon as practicable after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Buyer Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Intermediate Settlement Statement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase of these assets. In the event Buyer and Seller are unable to mutually agree upon the amount of the Final Settlement Statement, an audit shall be conducted by a mutually agreed upon accounting firm. Buyer and Seller agree to be bound by the findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In the event that (i) the Final Sale Price is more than the amount paid at Closing, Buyer shall pay to Seller the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, Seller shall pay Buyer in immediately available funds the amount of such difference within 10 days of noticification. Seller shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Buyer shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective Time. Any credits received by Buyer after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to Seller by Buyer.

Post Closing Accounting. (a) As soon as practicable after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Buyer Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Intermediate Settlement Statement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase of these assets. In the event Buyer and Seller are unable to mutually agree upon the amount of the Final Settlement Statement, an audit shall be conducted by a mutually agreed upon accounting firm. Buyer and Seller agree to be bound by the findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In the event that (i) the Final Sale Price is more than the amount paid at Closing, Buyer shall pay to Seller the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, Seller shall pay Buyer in immediately available funds the amount of such difference within 10 days of noticification. Seller shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Buyer shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective Time. Any credits received by Buyer after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to Seller by Buyer.

Post Closing Accounting. (a) As soon as practicable after the Closing, Seller USO shall prepare and deliver to BuyerRocky Mountain, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Buyer Rocky Mountain Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Buyer Rocky Mountain shall deliver to Seller USO a written report containing any changes that Buyer Rocky Mountain proposes be made to the Intermediate Settlement Statement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase acquisition of these assets. In the event Buyer Rocky Mountain and Seller USO are unable to mutually agree upon the amount of the Final Settlement Statement, an audit shall be conducted by a mutually agreed upon accounting firm. Buyer Rocky Mountain and Seller USO agree to be bound by the findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In the event that (i) the Final Sale Price is more than the amount paid at Closing, Buyer Rocky Mountain shall pay to Seller USO the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, Seller USO shall pay Buyer Rocky Mountain in immediately available funds the amount of such difference within 10 days of noticification. Seller USO shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Buyer Rocky Mountain shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective Time. Any credits received by Buyer Rocky Mountain after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to Seller USO by BuyerRocky Mountain.

Post Closing Accounting. (a) As soon as practicable Within 45 days after the ClosingClosing Date, Seller Buyer shall prepare and deliver submit to Amedisys an unaudited balance sheet and any other appropriate statements (collectively, the "Working Capital Statement") necessary to establish the Combined Working Capital of the Surgery Centers at the Effective Date. Such Working Capital Statement shall be deemed accepted by Amedisys unless Amedisys provides Buyer with written notice of any objections (including a description of such objections) within 30 days after Amedisys' receipt of the Working Capital Statement. If such written notice of any objection is given to Buyer, in accordance with this Agreement then Amedisys and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Buyer Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Buyer shall deliver use their best efforts to Seller a written report containing any changes that Buyer proposes be made to the Intermediate Settlement Statementresolve such disagreement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as If they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase of these assets. In the event Buyer and Seller are unable to mutually agree upon resolve such disagreement within 30 days after such written notice of objection is given, the amount dispute shall be submitted to KPMG Peat Marwick LLP acting as an expert and not as an arbitrator, for final determination, which shall be binding on the parties hereto, within 30 days after such matter is submitted to such firm. The fees charged by KPMG Peat Marwick LLP in connection with such determination, which shall be billed separately and independently from any other services provided by such firm, shall be paid 50% by Buyer and 50% by Amedisys; provided, however, that if such firm's final determination of the Final Settlement Statement, an audit shall be conducted Effective Date Combined Working Capital is within $25,000 of the calculation submitted by a mutually agreed upon accounting firm. either Buyer or Amedisys (but not within $25,000 of the estimate submitted by both Buyer and Seller agree to be bound by Amedisys), then the findings of party whose calculation was more than $25,000 from such audit, insofar as final determination shall pay all such fees. If the Final Settlement final Working Capital Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In indicates that the event that (i) actual Purchase Price payable at the Final Sale Price Closing is more than the amount paid at Closingthe Closing in accordance with Section 1.3.1, Buyer shall pay to Seller the amount of such differenceincrease in the Purchase Price within 10 days of such final determination. If, or (ii) however, the Final Sale final Working Capital Statement indicates that such actual Purchase Price is less than the amount so paid at the Closing, Seller shall pay Buyer in immediately available funds the amount of such difference shortfall shall be paid to Buyer by Amedisys within 10 days of noticification. Seller shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Buyer shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective Time. Any credits received by Buyer after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to Seller by Buyersuch final determination.

Post Closing Accounting. (a) As soon as practicable after the Closing, Seller USO shall prepare and deliver to BuyerRocky Mountain, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Buyer Rocky Mountain Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Buyer Rocky Mountain shall deliver to Seller USO a written report containing any changes that Buyer Rocky Mountain proposes be made to the Intermediate Settlement Statement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase acquisition of these assets. In the event Buyer Rocky Mountain and Seller USO are unable to mutually agree upon the amount of the Final Settlement Statement, an audit shall be conducted by a mutually agreed upon accounting firm. Buyer Rocky Mountain and Seller USO agree to be bound by the findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In the event that (i) the Final Sale Price is more than the amount paid at Closing, Buyer Rocky Mountain shall pay to Seller USO the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, Seller USO shall pay Buyer Rocky Mountain in immediately available funds the amount of such difference within 10 days of noticificationnotification. Seller USO shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Buyer Rocky Mountain shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective Time. Any credits received by Buyer Rocky Mountain after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to Seller USO by BuyerRocky Mountain.

Post Closing Accounting. If USP and SURGICOE are unable to determine the Effective Time liabilities of SURGICOE described in Exhibit C and/or the net working capital of SURGICOE and its Subsidiaries referenced in Sections 1.4(b)(ii), (aiii) As soon as practicable after and (iv) in order to calculate the adjustments to the Closing Date Consideration pursuant to Section 1.4(b) at the Closing, Seller then, within 90 days after the Effective Time, USP shall prepare and deliver submit to Buyerthe Reviewing Shareholders an unaudited balance sheet and any other appropriate statements (collectively, in accordance with this Agreement the “Working Capital Statement”) necessary to establish the amount of such SURGICOE liabilities and generally the net working capital of SURGICOE and such Subsidiaries at the Effective Time. The Reviewing Shareholders and their designated professional advisors may review at their expense any financial records and other documents and records relevant to the Working Capital Statement at the location or locations at which such records and documents are normally kept. Such Working Capital Statement shall be deemed accepted accounting principles, a statement (by the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as Shareholders unless at least two of the Closing and showing the calculation Reviewing Shareholders provide USP with written notice of any objections (including a description of such adjustments to objections) within 30 days after the sale price including adjustments related to title defects of Article 5, Buyer Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after Reviewing Shareholders’ receipt of the Intermediate Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Intermediate Settlement Working Capital Statement. The parties undertake If such written notice of any objection is given to agree with respect USP, then the Reviewing Shareholders and USP shall use their best efforts to the Intermediate Settlement Statement no later than 180 days after closingresolve such disagreement and, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as if they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase of these assets. In the event Buyer and Seller are unable to mutually agree upon resolve such disagreement within 30 days after such written notice of objection is given, the amount dispute shall be submitted for final and binding determination to KPMG LLP or, subject to the procedures set forth below, another nationally recognized accounting firm, which firm shall act as an expert and not as an arbitrator in making such determination. If, prior to the submission of any such matter to KPMG LLP, at least two of the Final Settlement StatementReviewing Shareholders notify USP of their election to have a different nationally recognized accounting firm make the determination, an audit the Reviewing Shareholders shall provide written proposals (including cost estimates) from at least two other nationally recognized accounting firms to USP and USP shall select one of such accounting firms. The fees charged by such accounting firm in connection with such determination, which shall be conducted billed separately and independently from any other services provided by such firm, shall be paid by USP if such firm’s final determination of any adjustment to the Closing Date Consideration arising from such determination results in an upward change (i.e., a mutually agreed upon accounting firm. Buyer and Seller agree to change in favor of the Shareholders) of more than $50,000 and, otherwise, such fees shall be bound paid by the findings Shareholders out of such audit, insofar as the Final Settlement Withheld Consideration. If the final Working Capital Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In indicates that the event that (i) the Final Sale Price actual Closing Date Consideration is more than the amount paid at Closingthe Effective Time, Buyer USP shall pay to Seller the Shareholders within 15 days after the Working Capital Statement is finalized all of the Withheld Consideration (less any fees chargeable to the Shareholders as provided above) plus the amount of such differenceincrease in the Closing Date Consideration. If, or (ii) however, the Final Sale Price final Working Capital Statement indicates that the actual Closing Date Consideration is less than the amount so paid at Closingthe Effective Time, Seller shall pay Buyer in immediately available funds the amount of such difference within 10 days of noticification. Seller shortfall shall be responsible for charged against the settlement Withheld Consideration and the balance of all joint billing audits which relate the Withheld Consideration, as reduced pursuant to accounting periods prior this Section 11.1, shall then be paid to the Effective Time. Buyer Shareholders within 15 days after the Working Capital Statement is finalized or, if such shortfall is more than the Withheld Consideration, the additional shortfall shall be responsible for offset against the settlement next Additional Consideration that would otherwise be paid. Notwithstanding the foregoing, if at the time that the Withheld Consideration would otherwise be paid to the Shareholders (a) any matter described in Schedule 3.8 has not been fully resolved, the Withheld Consideration shall be retained until all such matters are resolved and any costs or liabilities incurred by SURGICOE and its Subsidiaries in connection with such matters shall be paid or reimbursed first out of all joint billing audits any remaining Withheld Consideration, and (b) the Withheld Consideration shall first be used to pay any increase in the actual amount of the liabilities listed in Exhibit C over the amounts shown in Exhibit C. The parties acknowledge that the matters described in Items I-IV of Schedule 3.8 have not been resolved and, accordingly, the Closing Date Consideration has been reduced by the Litigation Withhold, the amount of which relate is to accounting periods after be used to fund Indemnifiable Damages relating to said matters (without regard to Section 10.1(c)(i) above). USP agrees to provide amounts, up to the Effective Timeamount of the Litigation Withhold, to SURGICOE to pay such Indemnifiable Damages, which matters shall be defended and resolved by the Major Shareholders, acting through the Reviewing Shareholders, as described in Section 10.1(b). Any credits received by Buyer after balance of the Effective Time Attributable to expenses Litigation Withhold that remains following a complete and final resolution of said litigation matters (including any subrogation claims) shall be paid prior to the Effective Time Shareholders promptly following such resolution. Any Indemnifiable Damages relating to such matters that exceed the Litigation Withhold shall be promptly reimbursed borne by the Major Shareholders as and to Seller by Buyerthe extent provided in Section 10.1.