Common use of Post Closing Accounting Clause in Contracts

Post Closing Accounting. (a) As soon as practicable after the Closing, USO shall prepare and deliver to Rocky 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, 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, Rocky Mountain shall deliver to USO a written report containing any changes that 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 acquisition of these assets. In the event Rocky Mountain and 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. Rocky Mountain and 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, Rocky Mountain shall pay to USO the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, USO shall pay Rocky Mountain in immediately available funds the amount of such difference within 10 days of notification. USO shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. 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 Rocky Mountain after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to USO by Rocky Mountain. (b) Any additional consideration earned pursuant to 2(c) connected with production levels achieved shall be considered an upward post closing adjustment regardless of when earned.

Post Closing Accounting. (a) As soon as practicable after the Closing, USO shall prepare and deliver to Rocky 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, 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, Rocky Mountain shall deliver to USO a written report containing any changes that 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 acquisition of these assets. In the event Rocky Mountain and 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. Rocky Mountain and 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, Rocky Mountain shall pay to USO the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, USO shall pay Rocky Mountain in immediately available funds the amount of such difference within 10 days of notificationnoticification. USO shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. 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 Rocky Mountain after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to USO by Rocky Mountain. (b) Any additional consideration earned pursuant to 2(c) connected with production levels achieved shall be considered an upward post closing adjustment regardless of when earned.

Post Closing Accounting. (a) As soon as practicable Within 45 days after the ClosingClosing Date, USO Buyer shall prepare and deliver submit to Rocky MountainAmedisys an unaudited balance sheet and any other appropriate statements (collectively, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Working Capital Statement") setting forth each adjustment or payment that was not finally determined as necessary to establish the Combined Working Capital of the Closing and showing Surgery Centers at the calculation 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 adjustments to the sale price including adjustments related to title defects of Article 5, Rocky Mountain Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable objections) within 30 days after Amedisys' receipt of the Intermediate Settlement Statement, Rocky Mountain shall deliver to USO a written report containing any changes that Rocky Mountain 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 Buyer, then Amedisys and Buyer shall use their best efforts to the Intermediate Settlement Statement no later than 180 days after closing, resolve 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'disagreement. 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 acquisition of these assets. In the event Rocky Mountain and USO 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 StatementEffective Date Combined Working Capital is within $25,000 of the calculation submitted by either Buyer or Amedisys (but not within $25,000 of the estimate submitted by both Buyer and Amedisys), an audit then the party whose calculation was more than $25,000 from such final determination shall be conducted by a mutually agreed upon accounting firmpay all such fees. Rocky Mountain and USO agree to be bound by If the findings of such audit, insofar as final Working Capital Statement indicates that the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In actual Purchase Price payable at the event that (i) the Final Sale Price Closing is more than the amount paid at Closingthe Closing in accordance with Section 1.3.1, Rocky Mountain Buyer shall pay to USO 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, USO shall pay Rocky Mountain in immediately available funds the amount of such difference shortfall shall be paid to Buyer by Amedisys within 10 days of notification. USO shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. 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 Rocky Mountain after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to USO by Rocky Mountainsuch final determination. (b) Any additional consideration earned pursuant to 2(c) connected with production levels achieved shall be considered an upward post closing adjustment regardless of when earned.

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, USO then, within 90 days after the Effective Time, USP shall prepare and deliver submit to Rocky Mountainthe 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, Rocky Mountain 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, Rocky Mountain shall deliver to USO a written report containing any changes that Rocky Mountain 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 acquisition of these assets. In the event Rocky Mountain and USO 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. Rocky Mountain and USO 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, Rocky Mountain USP shall pay to USO 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, USO shall pay Rocky Mountain in immediately available funds the amount of such difference within 10 days of notification. USO 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. Rocky Mountain 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 of all joint billing audits which relate to accounting periods after next Additional Consideration that would otherwise be paid. Notwithstanding the Effective Time. Any credits received by Rocky Mountain after foregoing, if at the Effective Time Attributable to expenses time that the Withheld Consideration would otherwise be paid prior to the Effective Time Shareholders (a) any matter described in Schedule 3.8 has not been fully resolved, the Withheld Consideration shall be promptly 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 to USO by Rocky Mountain. first out of any remaining Withheld Consideration, and (b) Any additional consideration earned pursuant the Withheld Consideration shall first be used to 2(cpay 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 is to be used to fund Indemnifiable Damages relating to said matters (without regard to Section 10.1(c)(i) connected with production levels achieved above). USP agrees to provide amounts, up to the amount of the Litigation Withhold, to SURGICOE to pay such Indemnifiable Damages, which matters shall be considered an upward post closing adjustment regardless defended and resolved by the Major Shareholders, acting through the Reviewing Shareholders, as described in Section 10.1(b). Any balance of when earnedthe Litigation Withhold that remains following a complete and final resolution of said litigation matters (including any subrogation claims) shall be paid to the Shareholders promptly following such resolution. Any Indemnifiable Damages relating to such matters that exceed the Litigation Withhold shall be borne by the Major Shareholders as and to the extent provided in Section 10.1.

Post Closing Accounting. (a) As soon as practicable after the Closing, USO Seller shall prepare and deliver to Rocky MountainBuyer, 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, Rocky Mountain 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, Rocky Mountain Buyer shall deliver to USO Seller a written report containing any changes that Rocky Mountain 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 acquisition purchase of these assets. In the event Rocky Mountain Buyer and USO 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. Rocky Mountain Buyer and USO 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, Rocky Mountain Buyer shall pay to USO Seller the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, USO Seller shall pay Rocky Mountain Buyer in immediately available funds the amount of such difference within 10 days of notificationnoticification. USO Seller shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Rocky Mountain 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 Rocky Mountain Buyer after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to USO Seller by Rocky MountainBuyer. (b) Any additional consideration earned pursuant to 2(c) connected with production levels achieved shall be considered an upward post closing adjustment regardless of when earned.

Post Closing Accounting. (a) As soon as practicable after the Closing, USO Seller shall prepare and deliver to Rocky MountainBuyer, 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, Rocky Mountain 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, Rocky Mountain Buyer shall deliver to USO Seller a written report containing any changes that Rocky Mountain 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 acquisition purchase of these assets. In the event Rocky Mountain Buyer and USO 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. Rocky Mountain Buyer and USO 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, Rocky Mountain Buyer shall pay to USO Seller the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, USO Seller shall pay Rocky Mountain Buyer in immediately available funds the amount of such difference within 10 days of notificationnoticification. USO Seller shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Rocky Mountain 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 Rocky Mountain Buyer after the Effective Time Attributable to expenses paid prior to the Effective Time shall be promptly reimbursed to USO Seller by Rocky MountainBuyer. (b) Any additional consideration earned pursuant to 2(c) connected with production levels achieved shall be considered an upward post closing adjustment regardless of when earned.