Common use of Post-Closing Statements Clause in Contracts

Post-Closing Statements. (a) The Purchaser shall prepare and deliver (or cause to be prepared and delivered) to the Seller a statement (the “Initial Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial Statement. (b) During the sixty (60)-day period immediately following the Seller’s receipt of the Initial Statement (the “Review Period”), the Seller and its Representatives will, upon reasonable prior notice and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation of the Initial Statement to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following the Closing through the date that the Final Statement becomes final and binding in accordance with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which the Initial Statement is based or on which the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Purchaser shall prepare and deliver Within sixty (or cause to be prepared and delivered) to the Seller a statement (the “Initial Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (21060) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Parent (i) a statement of First Share Sale Entities Cash and First Share Sale Entities Indebtedness, in each case as of the Share Sale Effective Time (the “Initial First Share Sale Closing Statement”), (ii) a statement of Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness, in each case as of the Share Sale Effective Time (the “Initial Second Share Sale Closing Statement”) and (iii) a statement of Contribution Entities Cash and Contribution Entities Indebtedness, in each case as of the Contribution Effective Time (in each case, setting out separately such amounts for the Danish Entity) (the “Initial Contribution Closing Statement,” and together with the Initial First Share Sale Closing Statement and the Initial Second Share Sale Closing Statement, the “Initial Closing Statements” and each, an “Initial Closing Statement”), in each case, together with supporting documentation and calculations thereto. The Initial Statement Closing Statements shall be prepared from the books and records of the MCC Business in good faith in accordance with the Accounting Principles; provided, however, . (b) Following the Closing through the date that the Initial Closing Adjusted Statutory Capital shall be prepared Statements have become final and binding in accordance with Section 2.5(c), (i) Parent and its Affiliates and Representatives shall be permitted to access and review the Applicable RBC Entity Accounting Principles. The Medical Claims Reservebooks, Accounts Receivable Accrual records and Provider Advances Receivable set forth on work papers of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital Transferred Entities and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior Purchaser that are reasonably related to the Measurement Time which are paid within one hundred eighty calculations of the First Share Sale Net Indebtedness, the Second Share Sale Net Indebtedness and the Contribution Net Indebtedness, as applicable, and Purchaser shall, and shall cause its Subsidiaries (180including the Transferred Entities) days following the Measurement Timeand its and their respective employees, (II) all recoveries accountants and repayments of Medical Claims incurred other Representatives to, cooperate with and paid prior assist Parent and its Affiliates and Representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statementextent requested, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial Statement. (b) During the sixty (60)-day period immediately following the Seller’s receipt of the Initial Statement (the “Review Period”), the Seller and its Representatives will, upon reasonable prior notice and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation of the Initial Statement to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following the Closing through the date that the Final Statement becomes Initial Closing Statements become final and binding in accordance with the terms of this AgreementSection 2.5(c), it will not take or permit to be taken any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies policies or procedures on which the Business Financial Statements or the Initial Statement is based Closing Statements are based, or on which the Final Statement is Closing Statements are to be based based, that are materially inconsistent with the past practice of the Purchaser Accounting Principles, or that would materially impede or materially delay the determination of the amount of First Share Sale Net Indebtedness, the Second Share Sale Net Indebtedness or the Contribution Net Indebtedness, as applicable, or the preparation of the any Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, Closing Statements in the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required provided by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller Estimated Closing Statements, the Initial Closing Statements and the Purchaser acknowledge that Final Closing Statements, and the sole purpose calculation of First Share Sale Net Indebtedness, the Second Share Sale Net Indebtedness and the Contribution Net Indebtedness, as applicable, the First Share Sale Entities Indebtedness, the Second Share Sale Entities Indebtedness and the Contribution Entities Indebtedness, as applicable, and First Share Sale Entities Cash, the Second Share Sale Entities Cash and the Contribution Entities Cash, as applicable, and the amounts included in the calculations thereof shall not include any purchase accounting or other adjustment arising out of the determination consummation of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereoftransactions contemplated by this Agreement. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Not more than ninety (90) days after the Closing Date, Purchaser shall prepare and deliver (or cause to be prepared and delivered) to the Seller a statement (the “Initial Post-Closing Adjustment Statement”) setting forth Purchaser’s good faith calculation (in each case, with reasonable supporting detail) of the amounts of (A) (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Working Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”)Cash, (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, Indebtedness and (iv) Transaction Expenses, (B) the Net Asset Value as of the Measurement Time Adjustment Amount (the “Initial Closing Net Asset ValueAdjustment Amount”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Post-Closing Adjustment Statement shall be calculated and prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial Statement. (b) During the sixty (60)-day period immediately following the Seller’s receipt of the Initial Statement (the “Review Period”), the Seller and its Representatives will, upon reasonable prior notice and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the In connection with Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Post-Closing Adjustment Statement, Seller and its RepresentativesRepresentatives shall have reasonable access (subject to customary confidentiality obligations), during normal business hours and upon reasonable notice, to all work papers, schedules, memoranda and other documents to the extent applicable, relevant to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser shall make reasonably available the individuals in Post-Closing Adjustment Statement and/or its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation calculation of the Initial Statement to respond to Closing Adjustment Amount and the Excess Cash Amount and Purchaser shall use commercially reasonable inquiries of the Sellerefforts to, and shall cause its Representatives to, cooperate reasonably with Seller and its Representatives in connection therewith. (c) The Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding in accordance with the terms of this Agreementbinding, it will not take or permit to be taken any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies policies or procedures on which the Initial Post-Closing Adjustment Statement is based based, or on which the Final Post-Closing Adjustment Statement is to be based based, that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and bindingAccounting Principles. (d) The Seller and shall have thirty (30) days (the Purchaser acknowledge that the sole purpose “Review Period”) following receipt of the determination Initial Post-Closing Adjustment Statement to review the Initial Post-Closing Adjustment Statement and to notify Purchaser in one or more written notices if it disputes Purchaser’s calculation of any of the components items set forth on the Initial Post-Closing Adjustment Statement (each, a “Notice of Disagreement”). If Seller does not deliver a Notice of Disagreement to Purchaser before the expiration of the Final Statement is to adjust Review Period, then effective as of 12:01 a.m., New York City time, on the Closing Payment so as to reflect day immediately following the final calculations last day of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital ScheduleReview Period, the Insolvency Protection Reserve Requirement Capital ScheduleInitial Closing Adjustment Amount shall become final, conclusive and binding on the Reference Net Working Capital Schedule, Parties and shall constitute the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof“Final Post-Closing Adjustment Statement” for all purposes of Section 2.13(g). (e) In the event that Seller delivers a Notice of Disagreement to Purchaser prior to 12:01 a.m., New York City time, on the day immediately following the last day of the Review Period, (i) the items set forth in the Initial Post-Closing Adjustment Statement, that are not disputed by Seller pursuant to a timely delivered Notice of Disagreement shall be final, conclusive and binding on the Parties for all purposes of the Final Post-Closing Adjustment Statement and (ii) Purchaser and Seller shall negotiate in good faith to resolve the dispute(s) set forth in one or more Notices of Disagreement (the “Disputed Items”) as promptly as practicable and, upon such resolution, if any, any adjustments to the Initial Post-Closing Adjustment Statement and/or the calculation of the Adjustment Amount shall be made in writing in accordance with such agreement of Purchaser and Seller. The Parties acknowledge and agree that Rule 408 of the Federal Rules of Evidence and any applicable similar state rule shall apply to any such discussions or communications in furtherance of negotiations in good faith to resolve any such disputes. If Seller and Purchaser are unable to resolve any such dispute within thirty (30) days (or such longer period as Seller and Purchaser shall mutually agree in writing) after Seller’s delivery of any Notice of Disagreement, such dispute shall be promptly submitted to a mutually agreed, nationally recognized, independent accounting firm (the “Independent Accounting Firm”). (f) If any Disputed Items are submitted to the Independent Accounting Firm for resolution, each of Purchaser and Seller shall submit to the Independent Accounting Firm (with a copy delivered to the other Party on the same day), within ten (10) Business Days after the date of the engagement of the Independent Accounting Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Disputed Items. Each of Purchaser and Seller may (but shall not be required to) submit to the Independent Accounting Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the Independent Accounting Firm, a memorandum responding to the initial memorandum submitted to the Independent Accounting Firm by the other Party. Unless requested by the Independent Accounting Firm in writing, no Party hereto may present any additional information or arguments to the Independent Accounting Firm, either orally or in writing. During the review by the Independent Accounting Firm, Purchaser and Seller and their respective accountants will each make available to the Independent Accounting Firm such personnel, and such information, books and records and work papers and otherwise cooperate in good faith with the Independent Accounting Firm, as may be reasonably required by the Independent Accounting Firm to fulfill its obligations under this Section 2.13; provided, however, that the accountants of the Seller or the Purchaser shall not be obliged obligated to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 Independent Accounting Firm, except in accordance with such accountants’ normal disclosure procedures and then only after such Party firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (g) The Independent Accounting Firm shall, acting as an expert and not as an arbitrator, calculate, based solely on the written submissions of Purchaser, on the one hand, and Seller, on the other hand, and not by independent investigation, the Adjustment Amount and shall be instructed that its calculation (i) must be made in accordance with the requirements of this Agreement and (ii) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Purchaser in a Notice of Disagreement and by Seller in the Initial Post-Closing Adjustment Statement. The Independent Accounting Firm shall submit such verification and calculation to Seller and Purchaser as soon as practicable, but in any event within thirty (30) days after the Disputed Items are submitted to the Independent Accounting Firm. Except for any dispute to the extent relating to any interpretation of Law or terms of this Agreement (other than the calculation of the Adjustment Amount), the determination by the Independent Accounting Firm of the Adjustment Amount and the Excess Cash Amount, as set forth in a written notice delivered to Purchaser and Seller by the Independent Accounting Firm in accordance with this Agreement, shall be binding and conclusive on Purchaser and Seller (such written notice, the “Final Post-Closing Adjustment Statement”). The Adjustment Amount as determined after all disputes have been resolved in accordance with this Section 2.13 is referred to herein as the “Final Adjustment Amount.” (h) Purchaser and Seller agree that the procedures set forth in this Section 2.13 for resolving disputes with respect to the Initial Post-Closing Adjustment Statement and the calculation of Adjustment Amount and the Excess Cash Amount shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce any decision pursuant to the terms hereof by the Independent Accounting Firm in any court of competent jurisdiction. The substance of the Independent Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of fraud or manifest error. The costs and expenses of the Independent Accounting Firm shall be borne in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Form, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the Disputed Items and shall be determined by the Independent Accounting Firm at the time it renders its determination on the merits of the Disputed Items submitted. For example, if Seller challenges the calculation of the Purchase Price by an amount of $100,000, but the Independent Accounting Firm determines that Seller has a valid claim for only $60,000, then Purchaser shall bear sixty percent (60%) of the fees and expenses of the Independent Accounting Firm and Seller shall bear the other forty percent (40%) of such fees and expenses.

Post-Closing Statements. (a) The Purchaser Within seventy-five (75) calendar days (the “Delivery Date”) after the Closing Date, Buyer shall prepare and deliver (or cause to be prepared and delivered) to the Seller Sellers’ Representative a statement of Purchase Price Adjustment Amount as of the Closing Date (the “Initial Adjustment Statement”), together with supporting calculations; provided, that if Buyer does not deliver the Initial Adjustment Statement or the supporting calculations thereof to the Sellers’ Representative within ninety (90) of calendar days (the “Secondary Date”) after the Closing Date, at the Sellers’ Representative’s option, upon ten (10) Business Days advance written notice to Buyer (such notice, the “Sellers’ Selection Notice”), either (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which Estimated Adjustment Statement shall be deemed the Final Adjustment Statement and the Holdback Amount, together with all interest accrued thereon, shall be immediately paid by Wire Transfer in accordance with the instructions set forth in the format of Disbursement Schedule to the Reference Adjusted Statutory Capital ScheduleSellers’ Representative, or (ii) the Insolvency Protection Reserve Capital of SWH MA as Sellers’ Representative shall have forty-five (45) Business Days after the date of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver Sellers’ Selection Notice to prepare the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; providedAdjustment Statement, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting Principles, and the provisions of Section 1.9 (Reconciliation of Post-Closing Statements) shall apply mutatis mutandis, replacing the Sellers’ Representative for Buyer and vice versa. The Initial Adjustment Statement shall be in the form attached as Exhibit C and shall be prepared in good faith in accordance with the Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on In the event the Delivery Day falls within the same quarterly period in which the Closing Adjusted Statutory Capitaloccurred, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will Delivery Date shall be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior extended to the Measurement Time which are paid within one hundred eighty date that is ten (18010) days Business Days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual first Business Day of the RBC Entities immediately following quarterly period and SWH MA the Secondary Date shall reflect be extended the aggregate dollar amount same number of (I) Business Days as the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial StatementDelivery Date was so extended. (b) During the sixty (60)-day period immediately following the Seller’s receipt of the Initial Statement (the “Review Period”), the Seller From and its Representatives will, upon reasonable prior notice and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation of the Initial Statement to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following after the Closing through until the date time that the Final Statement becomes final and binding in accordance with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which the Initial Adjustment Statement is based or on which the Final Statement is finally determined pursuant to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. 1.9 (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Purchaser Within 75 Business Days after the Closing Date, the Acquiror shall prepare and deliver (or cause to be prepared and delivered) to GE a Statement of Modified Net Current Assets as of the Seller a statement Closing Date (the “Initial Modified Net Current Assets Statement”) ). If, in connection with the preparation of the Initial Modified Net Current Assets Statement, the Acquiror intends to undertake any physical inventory audits or other inventory test procedures, the Acquiror will give reasonable advance notice of such audits and/or other procedures to GE and will provide GE with the opportunity to be present at and observe all such audits and/or other procedures. The Initial Modified Net Current Assets Statement (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with U.S. GAAP applied consistently with the Applicable RBC Entity Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual Principles as applied in connection with the preparation of the Reference Statement of Net Current Assets and Provider Advances Receivable set forth on the Statement of Estimated Closing Adjusted Statutory Capital, Modified Net Current Assets and shall otherwise contain the same line items as the Reference Statement of Net Current Assets (except that the Statement of Estimated Closing Insolvency Protection Reserve Capital Modified Net Current Assets and the Initial Modified Net Asset Value reflected Current Assets Statement shall be determined in accordance with Section 2.06) and (ii) shall be accompanied by a report of Acquiror’s independent accountants on the Initial Modified Net Current Assets Statement will be calculated as follows: (Athe “Accountants’ Report”), which report shall set forth in reasonable detail the basis for such determination. If the Acquiror does not deliver the Initial Modified Net Current Assets Statement to GE within 75 Business Days after the Closing Date, then, at the election of GE, either (x) GE may prepare and present the Initial Modified Net Current Assets Statement within an additional 45 Business Days or (y) the Medical Claims Reserve Statement of Estimated Closing Modified Net Current Assets shall reflect become final and binding on the aggregate dollar amount of parties. If GE elects to prepare the Initial Modified Net Current Assets Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.09 (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefitsother than those in Section 2.09(c)), and (III) a good-faith estimate of all Medical Claims incurred prior references in Section 2.10, to GE and the Acquiror, respectively, shall be read as references to the Measurement Time which have not been paid within one hundred eighty (180) days following Acquiror and GE, respectively. In connection with the Measurement Time; (B) the Accounts Receivable Accrual Acquiror’s preparation of the RBC Entities Initial Modified Net Current Assets Statement, GE shall make reasonably available all of the books, records and SWH MA shall reflect other relevant information in its possession relating to the aggregate dollar amount operations and finances of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA Business with respect to the period of time prior up to and including the Measurement Time that are received by Closing Date, as well as the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Timeindividuals in its employ, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collectionif any, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such informationthe information used in, books and records or work papers the preparation of, the Statement of Estimated Closing Modified Net Current Assets in order to respond to the reasonable inquiries of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial StatementAcquiror. (b) During the sixty (60)-day period 45 Business Days immediately following the SellerGE’s receipt of the Initial Modified Net Current Assets Statement and the Accountants’ Report (the “Review Period”), the Seller GE and its Representatives will, upon reasonable prior notice and during normal business hours, will be permitted to review the PurchaserAcquiror’s work papers, working papers and all books and records the working papers of the Purchaser and its Affiliates reasonably necessary for the SellerAcquiror’s review of independent accountants relating to the Initial Modified Net Current Assets Statement and the Purchaser will use its Commercially Reasonable Efforts to allow Accountants’ Report, as well as all of the Seller books, records and its Representatives, other relevant information relating to the extent applicable, to review the work papers operations and finances of the Purchaser’s accountants related Business with respect to the preparation of period up to and including the Initial StatementClosing Date that have been transferred to the Acquiror, and the Purchaser Acquiror shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in in, and the preparation of of, the Initial Modified Net Current Assets Statement and the Accountants’ Report in order to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following the Closing through the date GE; provided that the Final Statement becomes final and binding in accordance with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which the Initial Statement is based or on which the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser Acquiror shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures GE unless and then only after such Party until GE has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) The Acquiror agrees that, following the Closing through the date that the Final Modified Net Current Assets Statement becomes final and binding, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Reference Statement of Net Current Assets or the Initial Modified Net Current Assets Statement is based or on which the Final Modified Net Current Assets Statement is to be based that are inconsistent with the past practice of the Business (or the Sellers with respect to the Business) that would impede or delay the determination of the amount of Modified Net Current Assets as of the Closing Date or the preparation of the Notice of Disagreement or the Final Modified Net Current Assets Statement in the manner and utilizing the methods required by this Agreement.

Post-Closing Statements. (a) The Purchaser Promptly following the Closing Date, but in no event later than ninety (90) days after the Closing Date, Cobia shall (with the assistance and cooperation of the Companies and Swordfish, to the extent reasonably requested by Cobia) prepare and deliver to Swordfish (or cause to be prepared and deliveredi) to the Seller a statement (the “Initial Cobia Post-Closing Financial Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in Cobia’s good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, calculation (in each case, with reasonable supporting detail) of the (A) Cobia Closing Working Capital, (B) Cobia Closing Cash, (C) Cobia Closing Indebtedness, (D) Cobia Transaction Expenses (E) Cobia Assumed Transaction Taxes (F) Cobia Indemnified Transaction Taxes (G) Cobia Capex Operating Adjustment and (H) using the amounts referred to in clauses (A) through (G), the Cobia Valuation Amount, and (ii) a manner consistent statement (the “Initial Swordfish Post-Closing Financial Statement” and together with the PurchaserInitial Cobia Post-Closing Financial Statement, the “Initial Post-Closing Financial Statements”) of Cobia’s policies and procedures applicable to its other businesses good faith calculation (in effect following the Closing. The Seller willeach case, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon with reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers supporting detail) of the Seller (A) Swordfish Closing Working Capital, (B) Swordfish Closing Cash, (C) Swordfish Closing Indebtedness, (D) Swordfish Transaction Expenses, (E) Swordfish Jade Transaction Expenses, (F) Swordfish Assumed Transaction Taxes, (G) Swordfish Indemnified Transaction Taxes, (H) Swordfish Capex Operating Adjustment and its Affiliates (including I) using the Transferred Entitiesamounts referred to in clauses (A) through (H), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial StatementSwordfish Valuation Amount. (b) During The Initial Post-Closing Financial Statements shall be prepared (i) in accordance with the sixty Transaction Accounting Principles and (60)-day period immediately ii) without giving effect to any adjustments resulting from the consummation of the transactions contemplated hereby (other than the Reorganization Transactions) or any actions taken by or on behalf of Cobia or Swordfish with respect to the Company Group at or following the Seller’s receipt Closing. For the purposes of preparing the Initial Statement (Post-Closing Financial Statements, an amount in a different currency shall be deemed to be an amount in dollars converted at the “Review Period”), the Seller and its Representatives will, upon reasonable prior notice and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation of the Initial Statement to respond to the reasonable inquiries of the SellerClosing Exchange Rate. (c) The Purchaser agrees that, following the Closing through the date that the Final Statement becomes final and binding in accordance In connection with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which the Initial Statement is based or on which the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the Cobia’s preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actionsInitial Post-Closing Financial Statements, the Purchaser Cobia and its representatives shall ensure have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers (provided that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or Company Group and the Purchaser Swordfish Contributor Group shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 Cobia, except in accordance with such accountants’ normal disclosure procedures and then only after such Party Cobia has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants), schedules, memoranda and other documents and to finance personnel and accountants of the Company Group and the Swordfish Contributor Group, as applicable, and any other information which Cobia reasonably requests, and the Company Group and the Swordfish Contributor Group shall, and shall use reasonable best efforts to cause their respective representatives to, cooperate reasonably with Cobia and its representatives in connection therewith. (d) Swordfish shall have ninety (90) days (the “Review Period”) following receipt of each Initial Post-Closing Financial Statement to review such Initial Post-Closing Financial Statement and to notify Cobia in writing if it disputes any of the items set forth on such Initial Post-Closing Financial Statement (the “Notice of Disagreement”). (e) In connection with Swordfish’s review of the Initial Post-Closing Financial Statements, Swordfish and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers (provided that the accountants of Cobia and the Company Group shall not be obliged to make any work papers available to Swordfish, except in accordance with such accountants’ normal disclosure procedures and then only after Swordfish has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants), schedules, memoranda and other documents prepared by Cobia, the Company Group or their respective representatives in connection with Cobia’s preparation of the Initial Post-Closing Financial Statements and to finance personnel and accountants of Cobia and the Company Group and any other information which Swordfish reasonably requests, and Cobia and the Company Group shall, and shall use reasonable best efforts to cause each of their respective representatives to, cooperate reasonably with Swordfish and its representatives in connection therewith. (f) In the event that Swordfish shall deliver a Notice of Disagreement with respect to an Initial Post-Closing Financial Statement to Cobia, the Contributors shall cooperate in good faith to attempt to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Initial Cobia Post-Closing Financial Statement or Initial

Post-Closing Statements. (a) The Within 90 days after the Closing Date, Purchaser shall prepare and deliver (or cause to be prepared and delivered) to the Seller a certified statement setting forth Purchaser’s good faith calculation of the Working Capital as of the Valuation Time, the Remaining Cash, the amount of Indebtedness of the Purchased Entities as of the Closing and the amount of the Equipment Buy-Out Expense (the “Initial Post-Closing Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual Purchaser’s calculation of Working Capital as reflected in the Initial Post-Closing Statement shall be prepared in accordance with the Transaction Accounting Principles and Provider Advances Receivable in the format set forth on Exhibit B and shall contain the Closing Adjusted Statutory Capitalsame line items, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on using the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Timesame accounting methods, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are appliedpractices, creditedprinciples, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following procedures, with consistent classifications, judgments and valuation and estimation methodologies as the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers Illustrative Calculation of the Seller and its Affiliates (including the Transferred Entities), in each case Working Capital set forth as may be reasonably required or useful for the Purchaser to prepare the Initial Statement.Exhibit B. (b) During the sixty (60)-day period immediately following of time from and after the Seller’s receipt of Closing until the Initial Final Post-Closing Statement (the “Review Period”)becomes final and binding, the Purchaser and Seller shall each provide reasonable - 28 - access during reasonable business hours to Seller and its Representatives willto all books, upon reasonable prior notice records and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records working papers of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, Representatives relevant to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Post-Closing Statement, and the Purchaser shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation of the Initial Statement to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following the Closing through the date that the Final Post-Closing Statement becomes final and binding in accordance with the terms of this Agreementbinding, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies policies or procedures on which the Initial Post-Closing Statement is based or on which the Final Post-Closing Statement is to be based that are materially inconsistent with the past practice of the Purchaser Distribution Business or that would materially are intended to impede or materially delay the determination of the amount of Working Capital as of the Valuation Time, the amount of Remaining Cash, the amount of Indebtedness of the Purchased Entities as of the Closing, the amount of the Equipment Buy-Out Expense or the preparation of the Notice of Disagreement or the Final Post-Closing Statement unless required by Applicable Law. Regardless of any such actions, in the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Purchaser Within 60 Business Days after the Closing Date, the Acquiror shall prepare and deliver (or cause to be prepared and delivered) to Instrumentarium a Statement of Modified Working Capital as of the Seller a statement Closing Date (the “Initial Modified Working Capital Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Modified Working Capital Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting PrinciplesPrinciples applied consistently with their application in connection with the preparation of the Reference Statement of Working Capital and the Statement of Estimated Closing Modified Working Capital and shall otherwise contain at least the same line items as the Reference Statement of Working Capital (except that the Statement of Estimated Closing Modified Working Capital and the Initial Modified Working Capital Statement shall be determined in accordance with Section 2.06(a)). The Medical Claims ReserveIf the Acquiror does not deliver the Initial Modified Working Capital Statement to Instrumentarium within 60 Business Days after the Closing Date, Accounts Receivable Accrual then, at the election of Instrumentarium, either (i) Instrumentarium may prepare and Provider Advances Receivable set forth present the Initial Modified Working Capital Statement within an additional 60 Business Days or (ii) the Statement of Estimated Closing Modified Working Capital shall become final and binding on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statementparties. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser If Instrumentarium elects to prepare the Initial Statement. Modified Working Capital Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.09 (b) During other than those in Section 2.09(c)), and all references in Section 2.10, to Instrumentarium and the sixty (60)-day period immediately following Acquiror, respectively, shall be read as references to the SellerAcquiror and Instrumentarium, respectively. In connection with the Acquiror’s receipt preparation of the Initial Statement (Modified Working Capital Statement, to the “Review Period”)extent the Acquiror does not have all relevant information in its possession, the Seller Acquiror and its Representatives will, upon reasonable prior notice and during normal business hours, will be permitted to review Instrumentarium’s working papers and the Purchaserworking papers of Instrumentarium’s work papersindependent accountants relating to the Statement of Estimated Closing Modified Working Capital, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser Instrumentarium shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) employ, if any, responsible for and knowledgeable about the information used in in, and the preparation of, the Statement of the Initial Statement Estimated Closing Modified Working Capital in order to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following the Closing through the date Acquiror; provided that the Final Statement becomes final and binding in accordance with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which the Initial Statement is based or on which the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser Instrumentarium shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures Acquiror unless and then only after such Party until the Acquiror has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) During the 60 Business Days immediately following Instrumentarium’s receipt of the Initial Modified Working Capital Statement (the “Review Period”), Instrumentarium and its Representatives will be permitted to review the Acquiror’s working papers and the working papers of the Acquiror’s independent accountants relating to the Initial Modified Working Capital Statement, as well as all of the books, records and other relevant information relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and the Acquiror shall make reasonably available the individuals in its employ responsible for and knowledgeable about the information used in, and the preparation of, the Initial Modified Working Capital Statement in order to respond to the reasonable inquiries of Instrumentarium; provided that the accountants of the Acquiror shall not be obliged to make any work papers available to Instrumentarium unless and until Instrumentarium has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) The Acquiror agrees that, following the Closing through the date that the Final Modified Working Capital Statement becomes final and binding, it will not, without prior notice to Instrumentarium, take any actions with respect to any accounting books, records, policies or procedures on which the Reference Statement of Working Capital or the Initial Modified Working Capital Statement is based or on which the Final Modified Working Capital Statement is to be based that are inconsistent with the past practice of the Business (or the Sellers with respect to the Business) or, without the consent of Instrumentarium, that would impede or delay the determination of the amount of Modified Working Capital as of the Closing Date or the preparation of the Notice of Disagreement or the Final Modified Working Capital Statement in the manner and utilizing the methods required by this Agreement.

Post-Closing Statements. (a) The Purchaser shall prepare and deliver Within ninety (or cause to be prepared and delivered) to the Seller a statement (the “Initial Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (21090) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Parent a reasonably detailed statement that sets forth (i) the Working Capital, (ii) the Closing Cash Amount, (iii) the Closing Indebtedness Amount, (iv) the Closing Transaction Expense Amount and (v) Purchaser’s calculation of the proposed resulting Final Purchase Price based thereon, together with reasonable detail of Purchaser’s calculations of such amounts (such statement, the “Initial Closing Statement”). The Initial Closing Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual Principles and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount terms of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial Statementthis Agreement. (b) During the sixty (60)-day period immediately following the Seller’s receipt of the Initial Statement (the “Review Period”), the Seller and its Representatives will, upon reasonable prior notice and during normal business hours, be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Statement, and the Purchaser shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) responsible for and knowledgeable about the information used in the preparation of the Initial Statement to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following Following the Closing through the date that the Final Closing Statement becomes has become final and binding in accordance with Section 2.6(c), (x) Purchaser and its Representatives shall be permitted to access and review the terms of this Agreement, it will not take any actions with respect to any accounting books, recordsrecords and work papers of Parent that are reasonably related to the calculations of the Estimated Working Capital, the Estimated Closing Cash Amount, the Estimated Transaction Expense Amount and the Estimated Closing Indebtedness Amount and (y) Parent and its Representatives shall be permitted to access and review the books, records and work papers of Purchaser (including the Transferred Companies) that are reasonably related to the calculations of the Working Capital, the Closing Cash Amount, the Closing Transaction Expense Amount and the Closing Indebtedness Amount. Each of Purchaser and Parent shall, and shall cause their respective controlled Affiliates and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent or Purchaser, as applicable, and their respective Representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) The purpose of determining the Closing Cash Amount, Closing Indebtedness Amount, Working Capital, and Closing Transaction Expenses Amount and the related Closing Purchase Price contemplated by this Section 2.5(c) is to measure the Closing Cash Amount, Closing Indebtedness Amount, changes in Working Capital and Closing Transaction Expense Amount as compared to Parent’s estimates prepared pursuant to Section 2.4, and such processes are not intended to (i) permit the introduction of different or new judgments, accounting methods, policies, principles, practices, procedures, classifications and or estimation methodologies on which for the Initial Statement is based or on which purpose of preparing the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actionsClosing Cash Amount, the Purchaser shall ensure that Closing Indebtedness Amount, the calculation of Working Capital and the components comprising Closing Transaction Expense Amount other than the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth provisions in this Section 1.08(cAgreement including the Accounting Principles or (ii) shall apply solely adjust for purposes of determining the Final Statement and shall not restrict any act of the Purchaser errors or omissions that may be found with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and bindingBusiness Financial Information referenced in Section 4.4. (d) The Seller and Notwithstanding anything to the Purchaser acknowledge contrary in this Agreement, following the Closing through the date that the sole purpose Final Closing Statement becomes final and binding in accordance with Section 2.6(c), no (i) Tax Returns filed after the Closing Date (or information set forth thereon) or amendment of any Tax Return after the Closing Date (or information set forth thereon), (ii) Action, audit or other proceedings with respect to Taxes that is commenced (or threatened) after the Closing Date or (iii) action taken by Purchaser or the Transferred Companies (or any of the determination Affiliates thereof) after the Closing Date, will be treated as informing the inclusion of any Tax liability to be included in the components calculation of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereofStatement. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Purchaser As promptly as practicable (but no later than ninety (90) days after the Closing Date), Seller Parent shall prepare and deliver (or cause to be prepared and delivered) to the Seller Buyer a statement (the “Initial Settlement Statement”) of setting forth (i) Seller Parent’s good faith calculations of (A) the Adjusted Statutory Capital of each RBC Entity as of Equity Amount and the Measurement Time Net Equity Adjustment Amount and (collectively, “Closing Adjusted Statutory Capital”), which shall be in B) the format of the Reference Adjusted Statutory Capital ScheduleIndebtedness Amount, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement TimeClosing Amount and Purchase Price based thereon, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), and (iii) such information, schedules and data with respect to the Net Working Capital of each Non-RBC Entity determination thereof as of may be necessary or appropriate to support the Measurement Time (collectively, “Closing Net Working Capital”), which calculations set forth in the Initial Settlement Statement. The foregoing items shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) calculated by Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from Parent based upon the books and records of the MCC Business and in accordance with this Agreement and the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance . (b) In connection with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on Seller Parent’s preparation of the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior Settlement Statement, to the Measurement Time which extent Seller Parent does not have copies of all reasonably required relevant information in its possession, Buyer shall promptly upon reasonable prior notice, make available to Seller Parent and its Representatives such relevant information and the applicable individuals in Buyer’s and Buyer’s Affiliates’ employ who are paid within one hundred eighty (180) days following responsible for and knowledgeable about such information necessary for the Measurement Time, (II) all recoveries and repayments preparation of Medical Claims incurred and paid prior the Initial Settlement Statement to respond to the Measurement Time which are appliedreasonable inquiries of, creditedor reasonable requests for information by, offset Seller Parent or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statementits Representatives, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers purposes of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare preparing the Initial Settlement Statement. (bc) During (i) the period prior to Closing following Buyer’s receipt of the Closing Notice and (ii) the sixty (60)-day 60) day period immediately following the SellerBuyer’s receipt of the Initial Settlement Statement (the “Review Period”), the Seller Buyer and its Representatives will, upon reasonable prior notice and during normal business hours, shall be permitted to review the Purchaser’s work papers, and all applicable books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement Business and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller supporting documents and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to used in the preparation of the Closing Notice or Initial Settlement Statement, as applicable, and the Purchaser Seller Parent shall reasonably promptly make reasonably available the individuals in its and its Affiliates’ employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) their Representatives who are responsible for and knowledgeable about the information used in and necessary for the preparation of the Closing Notice or Initial Statement Settlement Statement, as applicable, to respond to the reasonable inquiries of the Seller. of, or requests for information (c) The Purchaser agrees that, following including any reasonably necessary books and records or other supporting documents used in preparing the Closing through the date that the Final Statement becomes final Notice and binding in accordance with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which calculating the Initial Statement is based Settlement Statement) by, Buyer or on which the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and bindingits Representatives. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Purchaser As promptly as practicable (but no later than 75 days after the Closing Date), Buyer shall prepare and deliver (or cause to be prepared and delivered) Seller an update to the Seller a statement Estimated Closing Statement in the format set forth in Exhibit B (such statement, the “Initial Adjustment Statement”) of setting forth in reasonable detail (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital ScheduleLoan Portfolio Purchase Price Amount, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement TimeCredit Account Balance, which shall be prepared in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”)accordance with GAAP, (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectivelyAccruals, “Closing Net Working Capital”)prepared in accordance with GAAP, which shall be in the format of the Reference Net Working Capital Schedule, and (iv) the Net Asset Value total amount payable at the Closing (such amount, the “Closing Purchase Price”), in each case based on information available as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expensespreparation date. The Purchaser Adjustment Statement shall include supporting schedules, working papers and all other relevant details to enable a detailed review by Seller thereof. (b) If Buyer does not deliver to Seller the Initial Adjustment Statement and the other materials referred to in Section 3.05(a) within two hundred ten (210) 75 days after the Closing Date. The Initial , then (at Seller’s election, and without limiting any other remedies Seller may have) Buyer may not thereafter deliver the Adjustment Statement and the other materials referred to in Section 3.05(a) and, at the election of Seller, in its sole discretion, either (i) Seller may prepare and present such materials to Buyer within an additional 75 days or (ii) the Estimated Closing Statement shall be prepared from become conclusive and binding on the books Parties and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with deemed to be the Applicable RBC Entity Accounting PrinciplesFinal Purchase Price Statement. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior If Seller elects pursuant to the Measurement Time which are paid within one hundred eighty immediately preceding sentence to prepare the Adjustment Statement, then all subsequent references in this Section 3.05 (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefitsother than those in Section 3.05(d)), and (III) a good-faith estimate of all Medical Claims incurred prior references in Section 3.06, to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual Buyer and Seller, respectively, shall be read as references to Seller and Buyer, respectively. In connection with Seller’s preparation of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Adjustment Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicableSeller does not have all relevant information in its possession, will use Commercially Reasonable Efforts to cause its accountantsBuyer shall promptly, to and in any event within such time frame as reasonably required by Seller, make available to Seller and its Representatives all relevant information and the Purchaser such information, books individuals in Buyer’s and records, work papers and, upon reasonable notice, employees Buyer’s Affiliates’ employ who are responsible for and knowledgeable about any such information, books and records or work papers the information to be used in the preparation of the Adjustment Statement to respond to the reasonable inquiries of, or requests for information by, Seller and or its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial StatementRepresentatives. (bc) During the sixty (60)-day 75-day period immediately following the Seller’s receipt of the Initial Adjustment Statement and the other information referred to in Section 3.05(a) (the “Review Period”), the Seller and its Representatives will, upon reasonable prior notice and during normal business hours, shall be permitted to review the PurchaserBuyer’s work papers, and all books and records of the Purchaser Buyer and its Affiliates reasonably necessary for used or useful in the Seller’s review of the Initial Statement and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work papers of the Purchaser’s accountants related to the preparation of the Initial Adjustment Statement, and the Purchaser Buyer shall promptly, and in any event within such time frame as reasonably required by Seller, make reasonably available the individuals in its and its Affiliates’ employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) or engagement who are responsible for and knowledgeable about the information used in in, and the preparation of of, the Initial Adjustment Statement to respond to the reasonable inquiries of the Sellerof, or requests for information by, Seller or its Representatives. (cd) The Purchaser Buyer agrees that, following the Closing through the date that the Final Purchase Price Statement becomes final conclusive and binding upon the Parties in accordance with the terms of this AgreementArticle III, it will not (and will cause its Affiliates not to) take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies policies or procedures on which the Initial Adjustment Statement is based or on which the Final Purchase Price Statement is to be based that are materially inconsistent with would impede or delay the past practice determination of the Purchaser amount of the Closing Purchase Price or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Purchase Price Statement unless required by Applicable Law. Regardless of any such actions, in the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures and then only after such Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Statements. (a) The Purchaser Within 60 Business Days after the Closing Date, the Acquiror shall prepare and deliver (or cause to be prepared and delivered) to the Seller GE Parties a statement of Working Capital as of the Closing Date (the “Initial Working Capital Statement”) of ). The Initial Working Capital Statement (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on Principles applied consistently with their application in connection with the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve preparation of the Reference Statement of Working Capital and Net Asset Value reflected the Statement of Estimated Closing Working Capital and shall contain the same line items as the Reference Statement of Working Capital and (ii) shall be accompanied by a report of the Acquiror’s independent accountants on the Initial Working Capital Statement will be calculated as follows: (Athe “Accountants’ Report”), which report shall set forth in reasonable detail the basis for such determination. In the event that the Acquiror does not deliver the Initial Working Capital Statement to the GE Parties within 60 Business Days after the Closing Date, then at the election of the GE Parties either (i) the Medical Claims Reserve shall reflect GE Parties may prepare and present the aggregate dollar amount of Initial Working Capital Statement within an additional 60 Business Days or (Iii) the total amount Statement of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries Estimated Closing Working Capital shall become final and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected binding on the Initial Statement, in each case, in a manner consistent with parties. If the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser GE Parties elect to prepare the Initial Statement. Working Capital Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.07 (b) During other than those in Section 2.07(c)), and all references in Section 2.08, to the sixty (60)-day period immediately following GE Parties and the SellerAcquiror, respectively, shall be read, mutatis mutandis, as references to the Acquiror and the GE Parties, respectively. In connection with the Acquiror’s receipt preparation of the Initial Statement (Working Capital Statement, to the “Review Period”)extent the Acquiror does not have all relevant information in its possession, the Seller Acquiror and its Representatives will, upon reasonable prior notice and during normal business hours, will be permitted to review the Purchaser’s work papers, and all books and records of the Purchaser and its Affiliates reasonably necessary for the Seller’s review of the Initial Statement GE Parties’ working papers and the Purchaser will use its Commercially Reasonable Efforts to allow the Seller and its Representatives, to the extent applicable, to review the work working papers of the Purchaser’s GE Parties’ independent accountants related relating to the preparation Statement of the Initial StatementEstimated Closing Working Capital, and the Purchaser GE Parties shall make reasonably available the individuals in its employ (and subject to Section 1.08(e) will use its Commercially Reasonable Efforts to make available its accountant’s employees) their employ, if any, responsible for and knowledgeable about the information used in in, and the preparation of, the Statement of the Initial Statement Estimated Closing Working Capital in order to respond to the reasonable inquiries of the Seller. (c) The Purchaser agrees that, following the Closing through the date Acquiror; provided that the Final Statement becomes final and binding in accordance with the terms of this Agreement, it will not take any actions with respect to any accounting books, records, methods, policies, principles, practices, procedures, classifications and estimation methodologies on which the Initial Statement is based or on which the Final Statement is to be based that are materially inconsistent with the past practice of the Purchaser or that would materially impede or materially delay the preparation of the Notice of Disagreement or the Final Statement unless required by Applicable Law. Regardless of any such actions, the Purchaser shall ensure that the calculation of the components comprising the Final Statement shall be made in a manner and utilizing the methods required by this Agreement. The restrictions set forth in this Section 1.08(c) shall apply solely for purposes of determining the Final Statement and shall not restrict any act of the Purchaser with respect to any accounting books, records, methods, policies, principles procedures practices, classifications and estimates methodologies for any other purpose, either before or after the Final Statement becomes final and binding. (d) The Seller and the Purchaser acknowledge that the sole purpose of the determination of the components of the Final Statement is to adjust the Closing Payment so as to reflect the final calculations of the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital, Closing Net Working Capital, Closing Net Asset Value, Closing Date Cash, Closing Date Indebtedness and Seller Transaction Expenses as compared to the estimates thereof set forth in the Closing Notice, and not to dispute the appropriateness of the Reference Adjusted Statutory Capital Schedule, the Insolvency Protection Reserve Requirement Capital Schedule, the Reference Net Working Capital Schedule, the Reference Net Asset Value Schedule, the Accounting Principles or the Applicable RBC Entity Accounting Principles, or any components thereof. (e) The accountants of the Seller or the Purchaser GE Parties shall not be obliged to make any work papers or the individuals in their employ available to the other Party as provided in this Section 1.08 except in accordance with such accountants’ normal disclosure procedures Acquiror unless and then only after such Party until the Acquiror has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) During the 60 Business Days immediately following the GE Parties’ receipt of the Initial Working Capital Statement and the Accountants’ Report (the “Review Period”), the GE Parties and their Representatives will be permitted to review the Acquiror’s working papers and the working papers of the Acquiror’s independent accountants relating to the Initial Working Capital Statement and the Accountants’ Report, as well as all of the books, records and other relevant information relating to the operations and finances of the Company and its Subsidiaries with respect to the period up to and including the Closing Date, and the Acquiror shall make reasonably available the individuals in its employ responsible for and knowledgeable about the information used in, and the preparation of, the Initial Working Capital Statement and the Accountants’ Report in order to respond to the reasonable inquiries of the GE Parties; provided that the accountants of the Acquiror shall not be obliged to make any work papers available to the GE Parties unless and until the GE Parties have signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) The Acquiror agrees that following the Closing through the date that the Final Working Capital Statement becomes final and binding, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Reference Statement of Working Capital or the Initial Working Capital Statement is based or on which the Final Working Capital Statement is to be based that are inconsistent with the past practice of the Company (or the GE Parties with respect to the Company) or that would impede or delay the determination of the amount of Working Capital as of the Closing Date or the preparation of the Notice of Disagreement or the Final Working Capital Statement in the manner and utilizing the methods required by this Agreement; provided that this Section 2.07(c) shall not prohibit the Acquiror from modifying the accounting policies or procedures of the Company used for purposes other than the preparation of the financial statements required under this Agreement.