Common use of Post-Closing Adjustment to Purchase Price Clause in Contracts

Post-Closing Adjustment to Purchase Price. Within one hundred twenty (120) calendar days after the Closing Date, the final unaudited balance sheets of the Hospitals as of the Closing Date (the "Final Balance Sheets"), which shall include a calculation of Net Working Capital as of the Closing Date, the Assumed Capital Lease Obligations and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheets, shall be permitted to review work papers of Seller or its accountants with respect to the preparation of the Final Balance Sheets and the books and records of Seller reasonably related thereto. The Interim Balance Sheets and the Final Balance Sheets shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within forty-five (45) calendar days after Purchaser's receipt of the Final Balance Sheets from Seller. If Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants (the "Independent Auditor"), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert and not as an arbitrator, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. Within fifty (50) calendar days after Purchaser's receipt of the Final Balance Sheets from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Adjustment Date"), either (i) Seller shall pay Purchaser in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price.

Post-Closing Adjustment to Purchase Price. Within one hundred twenty ninety (12090) calendar days after the Closing Date, the final unaudited balance sheets sheet of the Hospitals Hospital as of the Closing Date (the "Final Balance SheetsSheet"), which shall include a calculation of Net Working Capital as of the Closing DateCapital, the Assumed Capital Lease Obligations and the Sick Pay AmountAmount as of the Closing Date, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance SheetsSheet, shall be permitted to review work papers workpapers of Seller or its accountants with respect to the preparation of the Final Balance Sheets Sheet and the books and records of Seller reasonably related thereto. The Interim Balance Sheets Sheet and the Final Balance Sheets Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets Sheet that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within forty-five thirty (4530) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller. If the difference between Seller's and Purchaser's respective calculations of Net Working Capital is equal to or less than five percent (5%) of the amount of Seller's calculation, Seller's calculation shall be conclusive and binding as between Purchaser and Seller. If the difference between Seller's and Purchaser's respective calculations is greater than five percent (5%) of Seller's calculation, and Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants the parties shall mutually select a "Big Six" financial accounting firm other than the two firms then being used by the parties (the "Independent Auditor"), . The Independent Auditor shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert experts and not as an arbitratorarbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. In the event that Purchaser disputes the Sick Pay Amount and/or the Assumed Capital Lease Obligation, the parties shall resolve such dispute in substantially the same manner as set forth in this Section 1.4. Within fifty thirty-five (5035) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Adjustment Date"), either (i) Seller shall pay Purchaser in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price. If Purchaser or Seller, as the case may be, shall fail to make such payment to the other on the Post-Closing Adjustment Date, then the party failing to receive such amount due to it shall be entitled to receive interest on such unpaid amount at a per annum rate equal to the prime rate reported by the Wall Street Journal under "Money Rates" on the Post-Closing Adjustment Date plus two percent (2%) (or the maximum rate allowed by law, whichever is less) from such defaulting party, such interest accruing on each calendar day after the Post-Closing Adjustment Date until payment of such amount and all interest thereon is made.

Post-Closing Adjustment to Purchase Price. Within one hundred twenty ninety (12090) calendar days after the Closing Date, the final unaudited balance sheets sheet of the Hospitals Hospital as of the Closing Date (the "Final Balance SheetsSheet"), which shall include a calculation of Net Working Capital as of the Closing Date, the Assumed Capital Lease Obligations and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance SheetsSheet, shall be permitted to review work papers workpapers of Seller or its accountants with respect to the preparation of the Final Balance Sheets Sheet and the books and records of Seller reasonably related thereto. The Interim Balance Sheets Sheet and the Final Balance Sheets Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets Sheet that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within forty-five thirty (4530) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller. If the difference between Seller's and Purchaser's respective aggregate calculations of Net Working Capital, the Assumed Capital Lease Obligations and the Sick Pay Amount is equal to or less than five percent (5%) of the respective amount of Seller's aggregate calculation, Seller's aggregate calculation shall be conclusive and binding as between Purchaser and Seller. If the difference between Seller's and Purchaser's respective aggregate calculations is greater than five percent (5%) of Seller's aggregate calculation, and Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants (the "Independent Auditor"), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert and not as an arbitrator, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. Within fifty thirty-five (5035) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Adjustment Date"), either (i) Seller shall pay Purchaser in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price.

Post-Closing Adjustment to Purchase Price. Within one hundred twenty ninety (12090) calendar days after the Closing Date, the final unaudited balance sheets sheet of the Hospitals as of the Closing Date (the "Final Balance SheetsSheet"), which shall include a calculation of Net Working Capital and the Sick Pay Amount as of the Closing Date, the Assumed Capital Lease Obligations and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheets, shall be permitted to review work papers of Seller or its accountants with respect to the preparation of the Final Balance Sheets and the books and records of Seller reasonably related thereto. The Interim Balance Sheets Sheet and the Final Balance Sheets Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets Sheet that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within forty-five twenty (4520) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller. If the difference between Seller's and Purchaser's respective calculations of Net Working Capital is equal to or less than one percent (1%) of the amount of Seller's calculation, Seller's calculation shall be conclusive and binding as between Purchaser and Seller. If the difference between Seller's and Purchaser's respective calculations is greater than one percent (1%) of Seller's calculation, and Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopersKPMG Peat Marwick, independent certified public accountants (the "Independent Auditor"), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert experts and not as an arbitratorarbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. Within fifty twenty-five (5025) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Adjustment Date"), either (i) Seller shall pay Purchaser in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price.. If Purchaser or Seller, as the case may be, shall fail to make such payment to the other on the Post-Closing Adjustment Date, then the party failing to receive such amount due to it shall be entitled to receive interest on such unpaid amount at a per annum rate equal to the prime rate reported by the Wall Street Journal under

Post-Closing Adjustment to Purchase Price. Within one hundred twenty ninety (12090) calendar days after the Closing Date, the final unaudited balance sheets sheet of the Hospitals as of the Closing Date (the "Final Balance SheetsSheet"), which shall include a calculation of Net Working Capital as of the Closing DateCapital, the Assumed Capital Lease Obligations and the Sick Pay AmountAmount as of the Closing Date, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance SheetsSheet, shall be permitted to review work papers workpapers of Seller or its accountants with respect to the preparation of the Final Balance Sheets Sheet and the books and records of Seller and its Subsidiaries reasonably related thereto. The Interim Balance Sheets Sheet and the Final Balance Sheets Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets Sheet that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within forty-five thirty (4530) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller. If the difference between Seller's and Purchaser's respective calculations of Net Working Capital is equal to or less than five percent (5%) of the amount of Seller's calculation, Seller's calculation shall be conclusive and binding as between Purchaser and Seller. If the difference between Seller's and Purchaser's respective calculations is greater than five percent (5%) of Seller's calculation, and Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants the parties shall mutually select a "Big Six" financial accounting firm other than the two firms then being used by the parties (the "Independent Auditor"), . The Independent Auditor shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert experts and not as an arbitratorarbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. In the event that Purchaser disputes the Sick Pay Amount and/or the Assumed Capital Lease Obligation, the parties shall resolve such dispute in substantially the same manner as set forth in this Section 1.4. Within fifty thirty-five (5035) calendar business days after Purchaser's receipt of the Final Balance Sheets Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Adjustment Date"), either (i) Seller shall pay Purchaser in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price.. If Purchaser or Seller, as the case may be, shall fail to make such payment to the other on the Post-Closing Adjustment Date, then the party failing to receive such amount due to it shall be

Post-Closing Adjustment to Purchase Price. Within one hundred twenty eighty (120180) calendar days after the Closing Date, the final unaudited balance sheets sheet of the Hospitals as of the Closing Date (the "“Final Balance Sheets"Sheet”), which shall include a calculation of Net Working Capital as of the Closing Date, the Assumed Capital Lease Obligations amount of Seller’s capital lease obligations with respect to the Hospitals on the Closing Date, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement, the amount of TRH’s capital lease obligations with respect to the TRH Businesses on the Closing Date and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheets, shall be permitted to review work papers of Seller or its accountants with respect to the preparation of the Final Balance Sheets and the books and records of Seller reasonably related thereto. The Interim Balance Sheets Sheet and the Final Balance Sheets Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets Sheet that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations capital lease obligations assumed by Purchaser, the capital lease obligations of TRH or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's ’s determination of the amount of the disputed entry) within forty-five twenty (4520) calendar business days after Purchaser's ’s receipt of the Final Balance Sheets Sheet from Seller. If Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants (the "“Independent Auditor"”), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert and not as an arbitrator, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's ’s determination has been modified. Within fifty twenty-five (5025) calendar business days after Purchaser's ’s receipt of the Final Balance Sheets Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "“Post-Closing Adjustment Date"”), either (i) Seller shall pay Purchaser in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price. If Purchaser or Seller, as the case may be, shall fail to make such payment to the other on the Post-Closing Adjustment Date, then the party failing to receive such amount due to it shall be entitled to receive interest on such unpaid amount at a per annum rate equal to the prime rate reported by the Wall Street Journal under “Money Rates” (the “Prime Rate”) on the Post-Closing Adjustment Date plus two percent (2%) (or the maximum rate allowed by law, whichever is less) from such defaulting party, such interest accruing on each calendar day after the Post-Closing Adjustment Date until payment of such amount and all interest thereon is made.