Terminating Cost Reports Sample Clauses

Terminating Cost Reports. (a) Sellers shall prepare and, after allowing Buyers’ Parent ten (10) business days to review and comment, timely file all Cost Reports relating to the periods ending on or prior to the Closing Date or required as a result of the consummation of the transactions contemplated herein. Buyers’ Parent shall forward to Sellers’ Parent any and all correspondence relating to such Seller Cost Reports or the Seller Agency Settlements within five (5) business days after receipt by Buyers. Buyers shall not reply to any such correspondence without Sellers’ Parent’s written approval. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports and the Seller Agency Settlements and furnish copies of such documents to Buyers’ Parent upon reasonable request. Subsequent to the Closing Date, neither Buyers’ Parent nor Buyers shall reply to any such correspondence to the extent relating to Sellers’ Bad Debts without Sellers’ Parent’s written approval (which approval shall not be unreasonably withheld, conditioned or delayed). Except as contemplated by Section 8.11, Buyers shall hold all rights relating to the Seller Cost Reports and Seller Agency Settlements, including the right to appeal, reopen or otherwise challenge any Medicare determinations relating to the Seller Agency Settlements and the Seller Cost Reports. Buyers shall possess the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports and the Seller Agency Settlements and furnish copies of such documents to Sellers’ Parent upon reasonable request.
Sample 1
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Terminating Cost Reports. Following the Closing Date, Sub and HMA ------------------------ will fully assist Regional, at Regional's request, in the preparation and timely filing all terminating cost reports, claims and other reports and documentation required by law or contract to be filed by Regional with Medicare, Medicaid or other third-party payor programs in respect of the Hospital Facilities for operations prior to the Closing Date or as a result of the consummation of the transactions contemplated hereby or by the Lease. Such assistance will include the reasonable use of the Hospital Facilities, personnel and accounting systems of the Hospital Facilities. Notwithstanding the foregoing, Regional will be solely and financially responsible for the contents of all such reports, claims and documentation. Upon completion thereof, Regional will promptly execute and file all such reports, claims and documentation. Regional shall be solely entitled to all refunds and reimbursements and be obligated for any deficiencies relating to periods prior to the Closing Date and from additional interest payments with respect to Regional's presently outstanding bonds. Sub and HMA acknowledge and agree that in connection with the transactions under this Agreement, Regional or the Hospitals will pay unpaid interest on its bonds and notes of approximately Eighteen Million One Hundred Thousand Dollars ($18,100,000) (the "Accrued Interest") with due credit as interest for partial payments and distributions from the Debt Service Reserve Fund made to Continental Casualty Company (CNA) during Regional's bankruptcy case. After the payment of such Accrued Interest, Regional will make an adjustment to its cost reports for the applicable prior years of reimbursements made to Regional, or its Affiliates, under Medicare and Medicaid programs for services rendered in prior years. Such adjustments are anticipated to result in additional reimbursements to Regional under Medicare in the approximate amount of Five Million Dollars ($5,000,000) and in additional reimbursements under Medicaid in the approximate amount of One Million Dollars ($1,000,000). Sub and HMA hereby agree that Regional is entitled to all of such additional reimbursements and that Sub and HMA shall promptly pay to Regional, without deduction, offset, claim or hold-back, all of such additional reimbursements if received by Sub, HMA or any of their Affiliates.
Sample 1
Terminating Cost Reports. Following the Closing Date, Methodist will prepare and timely file, upon HMA's and Xxxxxxx/HMA's prior review, all terminating cost reports, claims and other reports and documentation required by law or contract to be filed by Methodist with Medicare, Medicaid or other third- party payor programs in respect of the Facilities for operations prior to the Closing Date or as a result of the consummation of the transactions contemplated hereby or by the Lease Assignment. HMA and Xxxxxxx/HMA shall provide Methodist with reasonable and necessary assistance in the preparation of such cost reports, which assistance will include the reasonable use of the Facilities, personnel and accounting systems of the Facilities. Notwithstanding the foregoing, Methodist will be solely and financially responsible for the contents of all such reports, claims and documentation. Upon completion thereof, Methodist will promptly execute and file all such reports, claims and documentation. Methodist shall be solely entitled to all refunds and reimbursements and be obligated for any deficiencies relating to periods prior to the Closing Date. Xxxxxxx/HMA and HMA hereby agree that Methodist is entitled to all of such additional reimbursements and that Xxxxxxx/HMA and HMA shall pay to Methodist within fifteen (15) days following receipt of such payments, without deduction, offset, claim or hold-back, all of such additional reimbursements if received by Xxxxxxx/HMA, HMA or any of their Affiliates.
Sample 1
Terminating Cost Reports. 47 Section 12.9 Re-opening of Seller's Prior Cost Reports.............. 48 Section 12.10 Hospital Board of Trustees............................. 48 ARTICLE XIII INDEMNIFICATION 49
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Terminating Cost Reports. Seller, at its expense, shall ------------------------ prepare and timely file all terminating and other cost reports required or permitted by law to be filed under the Medicare and Medicaid and other third party payor programs with respect to the operations of the Hospital for any and all periods ending on or prior to the Closing Date and/or as a result of the consummation of the transactions contemplated herein. Seller shall retain all rights to any amounts receivable from Medicare, Medicaid or such other third party payor programs to the extent any of such constitute Excluded Assets and shall remain obligated for all amounts due Medicare, Medicaid and such other third party payors with respect to such reports, and Buyer and Seller hereby acknowledge and agree that except as provided in this Section 12.8 Buyer is not being assigned or otherwise receiving and is not hereby assuming any of such amounts receivable or due. In the event Buyer shall receive written notice of any pending or threatened claim, assessment, notice or proposal to assess or audit Seller with respect to any cost report for any period ending on or prior to the Closing Date or as a result of the consummation of the transactions contemplated herein, Buyer shall give Seller and SAFECARE prompt written notice thereof. Buyer agrees that Seller and SAFECARE shall thereafter have the right to contest, appeal and/or settle any such claim, assessment or related proceeding (and Buyer shall, at SAFECARE's or Seller's request, reasonably cooperate to permit SAFECARE and/or Seller to do so); provided that in the event any such claim, assessment or related proceeding is not a claim subject to indemnification pursuant to Article XIII (an "Indemnified Claim"), such claim, assessment or related proceeding relates solely to Seller and creates no obligation or liability on Buyer and has no financial impact whatsoever on Buyer. In the event any such claim, assessment or related proceeding that is not an Indemnified Claim creates any obligations or liabilities on Buyer or has any financial impact whatsoever on Buyer, Buyer shall have the exclusive right to contest, appeal and/or settle any such claim, assessment or related proceeding without the consent of SAFECARE or Seller. Buyer shall promptly remit to Seller any recoveries or other amounts received by Buyer in respect to the Excluded Assets described in Section 1.4(vi). Seller shall use the allocated Purchase Price determined in accordance with Section...
Sample 1

Related to Terminating Cost Reports

  • Cost Reports After the Closing, Sellers, at their expense, shall prepare and timely file, in a manner that complies with applicable legal requirements, all terminating and other cost reports required or permitted by law to be filed under the Medicare and Medicaid or other third party payor programs and the State Health Agency for periods ending prior to the Effective Time, or as a result of the consummation of the transactions described herein (“Seller Cost Reports”). Upon the reasonable request of Sellers, Buyers shall reasonably cooperate with Sellers in providing certain information needed by Sellers when preparing any Seller Cost Reports, including, but not limited to, completion of Sellers’ standard hospital data collection template, invoice and general ledger analysis, and other documentation historically prepared by the Hospitals (including all free-standing emergency and other departments) for cost reporting purposes. If requested by Sellers, the applicable Buyer shall include the applicable Seller’s Medicare bad debts that are returned from collection agencies subsequent to the Closing Date on the applicable Buyer’s cost report for the respective period to which the Medicare bad debt relates provided that Sellers provide detailed supporting information, as required by Medicare regulations, for the Medicare bad debt account amounts to be included on the applicable Buyer’s Medicare cost report. The applicable Buyer shall forward to Sellers any and all correspondence relating to the Seller Cost Reports within five (5) business days after receipt by such Buyer. The applicable Buyer shall remit any receipts of funds relating to the Seller Cost Reports or to Sellers’ Medicare bad debts included on a Buyer’s cost report promptly after receipt by such Buyer and shall forward to Sellers any demand for payments within three (3) business days after receipt by such Buyer. Notwithstanding anything to the contrary in this Agreement, Sellers shall retain all rights to the Seller Cost Reports including any amounts receivable or payable in respect of such reports or reserves relating to such reports and all liabilities relating thereto. Such rights shall include the right to appeal any Medicare or Medicaid determinations relating to the Seller Cost Reports. Sellers shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. Sellers will furnish to Buyers copies of such cost reports, and related correspondence, work papers and other documents upon Xxxxxx’ request.

  • Annual Compliance Statements (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

  • Tax Expenses Tenant shall pay to Landlord Tenant’s Share of all Tax Expenses applicable to the Project. Prior to delinquency, Tenant shall pay any and all taxes and assessments levied upon Tenant’s Property (defined below in Section 10) located or installed in or about the Premises by, or on behalf of Tenant. To the extent any such taxes or assessments are not separately assessed or billed to Tenant, then Tenant shall pay the amount thereof as invoiced by Landlord. Tenant shall also reimburse and pay Landlord, as Additional Rent, within ten (10) days after demand therefor, one hundred percent (100%) of (i) any increase in real property taxes attributable to any and all Alterations (defined below in Section 10), Tenant Improvements, fixtures, equipment or other improvements of any kind whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant, and (ii) taxes and assessments levied or assessed upon or with respect to the possession, operation, use or occupancy by Tenant of the Premises or any other portion of the Project. “Tax Expenses” means, without limitation, any form of tax and assessment (general, special, supplemental, ordinary or extraordinary), commercial rental tax, payments under any improvement bond or bonds, license fees, license tax, business license fee, rental tax, transaction tax or levy imposed by any authority having the direct or indirect power of tax (including any governmental, school, agricultural, lighting or other improvement district) as against any legal or equitable interest of Landlord in the Premises, Project or Park or any other tax, fee, or excise, however described, including, but not limited to, any tax resulting from the recordation of any parcel or subdivision map with respect to the Park and/or any tax imposed in substitution (partially or totally) of any tax previously included within the definition of Tax Expenses. “Tax Expenses” shall not include (a) any franchise, estate, inheritance, net income, or excess profits tax imposed upon Landlord, (b) any penalty or fee imposed solely as a result of Landlord’s failure to pay Tax Expenses when due, and (c) any items included as Operating Expenses. In the event that a parcel or subdivision map with respect to the Park or a portion of the Park is recorded by Landlord, Tenant’s Share of Tax Expenses shall be commensurately revised to reflect any increases or decreases that may result from the impact of such parcel or subdivision map.

  • Annual Tax Information and Report Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

  • TAX ESCALATION 32.01 Tenant shall pay to Landlord, as Additional Rent, tax escalation in accordance with this Article:

  • Production Report and Lease Operating Statements Within 60 days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.

  • Additional Reports Upon ADMINISTRATOR’s request, CONTRACTOR shall make such additional reports as required by ADMINISTRATOR concerning CONTRACTOR's activities as they affect the services hereunder. ADMINISTRATOR shall be specific as to the nature of information requested and allow up to thirty (30) calendar days for CONTRACTOR to respond.

  • Progress Reports The Recipient shall submit to the OPWC, at the OPWC's request, summary reports detailing the progress of the Project pursuant to this Agreement and any additional reports containing such information as the OPWC may reasonably require.

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