Common use of Delivery of Interim Financial Statements Clause in Contracts

Delivery of Interim Financial Statements. (a) As promptly as practicable following the last day of each calendar month after the date hereof until the Closing Date, and in any event within 20 days after the end of each such month, the Stockholder or the Company shall deliver to the Buyer (i) an unaudited balance sheet as of the end of such month, (ii) unaudited statements of operations and cash flows for such month and for the period from January 1, 2002 through the end of such month, and (iii) a calculation of statutory net worth requirement for the period from January 1, 2002 through the end of such month. Each set of unaudited financial statements delivered pursuant to clauses (i) and (ii) above shall be prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with the periods covered by the Financial Statements, shall fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, shall be consistent in scope and format with the Financial Statements as of, and for the period ended, May 31, 2002 and shall be consistent with the books and records of the Company, provided that such unaudited financial statements may be subject to normal recurring year-end adjustments (which shall not be material) and need include only footnotes equivalent to those contained in the Financial Statements. Each calculation of statutory net worth requirement delivered pursuant to clause (iii) above shall be certified by the chief financial officer of the Company to the effect that such calculation has been prepared in conformity with accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance. No later than August 16, 2002, the Stockholder or the Company may provide to the Buyer an unaudited balance sheet of the Company as of June 30, 2002, which balance sheet, unless consented to in writing by the Buyer (which consent shall not be unreasonably withheld), shall not be filed with the State of New Jersey Division of Medical Assistance and Health Services or any other Governmental Entity and shall not be used as the basis for the calculation of the statutory net worth requirement applicable to the Company as of such date. In the event the Buyer so consents to such balance sheet, then, beginning as of the date of such consent, such balance sheet shall constitute the "Current Balance Sheet" for purposes of this Agreement. (b) As promptly as practicable following the last day of each calendar month after the date hereof until the Closing Date, and in any event at least two business days before any filing thereof with the State of New Jersey Department of Banking and Insurance, the Stockholder or the Company shall deliver to the Buyer a copy of any regulatory filing to be made with the State of New Jersey Department of Banking and Insurance, an unaudited statutory statement of admitted assets, liabilities and surplus of the Company as of the end of such month and unaudited statutory statements of income, changes in surplus and cash flows for the period from January 1, 2002 through the end of such month. Any such statutory financial statements shall be prepared in accordance with accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance applied on a basis consistent with the periods covered by the Statutory Financial Statements, fairly present, in all material respects, the admitted assets, liabilities and surplus as of the respective dates thereof and the results of operations and cash flows of the Company for the periods referred to therein, on the basis of the accounting described in the respective notes thereto, and are consistent with the books and records of the Company. (c) As promptly as practicable following the last day of each calendar month after the date hereof until the Closing Date, and in any event at least two business days before any filing thereof with the State of New Jersey Division of Medical Assistance and Health Services, the Stockholder or the Company shall deliver to the Buyer a copy of the Medicaid Financial Reports and comparable financial reports for the Commercial Business as of the end of such month and for the period from July 1, 2002 through the end of such month. Any such financial reports shall be prepared in accordance with accounting practices prescribed or permitted by the State of New Jersey Division of Medical Assistance and Health Services applied on a basis consistent with the periods covered by the Medicaid Financial Reports, fairly present the financial condition and results of operations of the Medicaid business of the Company as of the end of such month and for the period from July 1, 2002 through the end of such month, and are consistent with the books and records of the Company. (d) As promptly as practicable following the last day of each calendar week after the date hereof until the Closing Date, the Stockholder or the Company shall deliver to the Buyer a true, correct and complete copy of the standard weekly claims inventory report for the Company, prepared by The TriZetto Group, Inc., summarizing those accounts payable and other payments owing by the Company to any Provider that were more than 30 days in arrears as of the last day of such calendar week, which report shall be consistent in form and detail with the schedule described in the last sentence of Subsection 3.20.

Delivery of Interim Financial Statements. (a) As promptly as practicable possible following the last day execution of each calendar month after the date hereof until the Closing Date, and in any event within 20 days after the end of each such monththis Agreement, the Stockholder Stockholders or the Company shall deliver to the Buyer (i) an and the Parent the unaudited balance sheet of the Company and the Subsidiaries as of September 30, 2001 and the end of such month, (ii) related unaudited statements of operations income, stockholders' equity, retained earnings and cash flows for such month and for the period from January 1, 2002 through quarter then ended (the end of such month, and (iii) a calculation of statutory net worth requirement for the period from January 1, 2002 through the end of such month. Each set of unaudited financial statements delivered pursuant to clauses (i) and (ii) above shall be prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with the periods covered by the "September 2001 Financial Statements"), shall fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, shall be consistent in scope and format with the Financial Statements as of, and for the period ended, May 31, 2002 and shall be consistent with the books and records of the Company, provided that such unaudited financial statements may be subject to normal recurring year-end adjustments (which shall not be material) and need include only footnotes equivalent to those contained in the Financial Statements. Each calculation of statutory net worth requirement delivered pursuant to clause (iii) above shall be certified by the chief financial officer of the Company to the effect that such calculation has been prepared in conformity with accounting practices prescribed or permitted by interim financial statements fairly present the State of New Jersey Department of Banking and Insurance. No later than August 16, 2002, the Stockholder or the Company may provide to the Buyer an unaudited balance sheet financial condition of the Company as of June 30, 2002, which balance sheet, unless consented to in writing by the Buyer (which consent shall not be unreasonably withheld), shall not be filed with the State of New Jersey Division of Medical Assistance date thereof and Health Services or any other Governmental Entity and shall not be used as the basis for the calculation of the statutory net worth requirement applicable to the Company as of such date. In the event the Buyer so consents to such balance sheet, then, beginning as of the date of such consent, such balance sheet shall constitute the "Current Balance Sheet" for purposes of this Agreementperiod covered thereby. (b) As promptly as practicable possible following the last day of each calendar month after the date hereof until the Closing DateNovember 30, and 2001, but in any event at least two 2 business days before any filing thereof with prior to the State of New Jersey Department of Banking and InsuranceClosing, the Stockholder Stockholders or the Company shall deliver to the Buyer a copy and the Parent the balance sheet of any regulatory filing to be made the Company and the Subsidiaries as of November 30, 2001 and the related statements of income, stockholders' equity, retained earnings and cash flows for the quarter then ended (the "November 2001 Financial Statements" and, together with the State September 2001 Financial Statements and the December 2001 Financial Statements (as defined in Section 11.5), the "Interim Financial Statements"), certified by the chief financial officer of New Jersey Department of Banking and Insurance, an unaudited statutory statement of admitted assets, liabilities and surplus the Company to the effect that such interim financial statements fairly present the financial condition of the Company as of the end of such month and unaudited statutory statements of income, changes in surplus and cash flows for the period from January 1, 2002 through the end of such month. Any such statutory financial statements shall be prepared in accordance with accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance applied on a basis consistent with the periods covered by the Statutory Financial Statements, fairly present, in all material respects, the admitted assets, liabilities and surplus as of the respective dates date thereof and the results of operations and cash flows of the Company for the periods referred to therein, on the basis of the accounting described in the respective notes thereto, and are consistent with the books and records of the Company. (c) As promptly as practicable following the last day of each calendar month after the date hereof until the Closing Date, and in any event at least two business days before any filing thereof with the State of New Jersey Division of Medical Assistance and Health Services, the Stockholder or the Company shall deliver to the Buyer a copy of the Medicaid Financial Reports and comparable financial reports for the Commercial Business as of the end of such month and for the period from July 1, 2002 through covered thereby. The Company shall cause its independent accountants to perform agreed upon procedures on the end November 2001 Financial Statements and shall deliver the results of such month. Any such financial reports shall be prepared in accordance with accounting practices prescribed or permitted by procedures (the State of New Jersey Division of Medical Assistance and Health Services applied on a basis consistent with the periods covered by the Medicaid Financial Reports, fairly present the financial condition and results of operations of the Medicaid business of the Company as of the end of such month and for the period from July 1, 2002 through the end of such month, and are consistent with the books and records of the Company. (d"Interim Report") As promptly as practicable following the last day of each calendar week after the date hereof until the Closing Date, the Stockholder or the Company shall deliver to the Buyer a true, correct and complete copy the Parent at least 2 business days prior to the Closing. The Buyer's independent accountants also shall be entitled to review the November 2001 Financial Statements and the performance by the Company's independent accountants of the standard weekly claims inventory report for agreed upon procedures. The Buyer's independent accountants shall be given full access to the information made available to, and work papers of, the Company's independent accountants, prepared by The TriZetto Group, Inc., summarizing those accounts payable and other payments owing by as well as such further information as the Company to any Provider that were more than 30 days Buyer's independent accountants shall request in arrears as connection with their review of the last day November 2001 Financial Statements. Any comments of such calendar week, which report the Buyer's independent accountants with respect to the November 2001 Financial Statements shall be consistent in form and detail with the schedule described addressed or reflected in the last sentence of Subsection 3.20Interim Report, if the Buyer's independent accountants deem such comments to be relevant to the Interim Report.