Common use of Pre-Closing Adjustment Clause in Contracts

Pre-Closing Adjustment. Parent and Amedisys will prepare and deliver to Buyer at least five Business Days prior to the Closing Date (a) a statement (the “Pre-Closing Statement”), together with reasonable supporting documents, that sets forth its good faith estimate of the Purchase Price (the “Estimated Purchase Price”), including its good faith estimates of (i) the amount (if any) by which Amedisys Net Working Capital exceeds Target Amedisys Working Capital or the amount (if any) by which the Target Amedisys Working Capital exceeds Amedisys Net Working Capital, (ii) the amount (if any) by which LHC Net Working Capital exceeds Target LHC Working Capital or the amount (if any) by which the Target LHC Working Capital exceeds LHC Net Working Capital (iii) Closing Indebtedness, (iv) Transaction Expenses and (v) Closing Cash, and (b) an allocation of the Estimated Purchase Price among the Company Entities and Asset Sellers, in accordance with the methodologies set forth in Exhibit G; provided that (A) after the delivery of the Pre-Closing Statement and prior to the Closing, Parent and Amedisys shall, and shall cause the Company Entities to: (1) provide Buyer and its representatives with reasonable access to the relevant books, records, supporting data, and employees of the Company Entities, related to the information in the Pre-Closing Statement for the purposes of assisting Buyer and its Representatives in their review of the Pre-Closing Statement and (2) consider in good faith any reasonable comments and revisions provided by Buyer and its Representatives and cooperate in good faith to answer any questions and resolve any issues raised by Buyer, to the extent reasonable; and (B) Buyer may rely on the information in the Pre-Closing Statement and in no event shall Buyer have any Liability to Parent or any Person arising from or related to payments made in accordance with the terms hereof as provided in the Pre-Closing Statement. Parent and Amedisys shall prepare the Pre-Closing Statement in good faith in a manner consistent with the terms of (including the definitions in) this Agreement, including the Accounting Principles. To the extent Parent, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ agree to any revisions to the Pre-Closing Statement in connection with ▇▇▇▇▇’s comments, such revisions shall be binding on the Parties for the purposes of this Section 2.3 and the Sellers shall deliver to Buyer prior to the Closing a revised Pre-Closing Statement including such revisions.

Pre-Closing Adjustment. Parent and Amedisys Res-Care will prepare and deliver to Buyer at least five three (3) Business Days prior to the Closing Date (a) a statement (the “Pre-Closing Statement”), together with reasonable supporting documents, that sets forth its good faith estimate of the Purchase Price (the “Estimated Purchase Price”), including its good faith estimates of (i) the amount (if any) by which Amedisys Net Working Capital exceeds Target Amedisys Working Capital or the amount (if any) by which the Target Amedisys Working Capital exceeds Amedisys Net Working Capital, (ii) the amount (if any) by which LHC Net Working Capital exceeds Target LHC Working Capital or the amount (if any) by which the Target LHC Working Capital exceeds LHC Net Working Capital (iii) Closing Indebtedness, (iviii) Transaction Expenses Expenses, and (viv) Closing Cash, ; and (b) an allocation of the Estimated Purchase Price among the Company Entities and Asset Sellers, in accordance with the methodologies set forth in form attached hereto as Exhibit G; provided that (A) after the delivery of the Pre-Closing Statement and prior to the Closing, Parent and Amedisys Res-Care shall, and shall cause the Company Entities its Subsidiaries to: : (1) provide Buyer and its representatives Representatives with reasonable access to the relevant books, records, supporting data, and employees of the Company EntitiesRes-Care and its Subsidiaries, related to the information in the Pre-Closing Statement for the purposes of assisting Buyer and its Representatives in their review of the Pre-Closing Statement Statement, and (2) consider in good faith any reasonable comments and revisions provided by Buyer and its Representatives and cooperate in good faith to answer any questions and resolve any issues raised by Buyer▇▇▇▇▇, to the extent reasonable; and (B) Buyer may rely on the information in the Pre. Res-Closing Statement and in no event shall Buyer have any Liability to Parent or any Person arising from or related to payments made in accordance with the terms hereof as provided in the Pre-Closing Statement. Parent and Amedisys Care shall prepare the Pre-Closing Statement in good faith in a manner consistent with the terms of (including the definitions in) this Agreement, including the Accounting Principles. To the extent Parent, ▇▇▇▇▇▇▇▇ Res-Care and ▇▇▇▇▇ Buyer agree to any revisions to the Pre-Closing Statement in connection with ▇▇▇▇▇’s comments, such revisions shall be binding on the Parties for the purposes of this Section 2.3 2.3, and the Sellers Res-Care shall deliver to Buyer prior to the Closing a revised Pre-Closing Statement including such revisions.

Pre-Closing Adjustment. Parent and Amedisys will a. At least two (2) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Buyer at least five Business Days prior to the Closing Date a schedule setting forth (aA) a statement (the “Pre-Closing Statement”), together with reasonable supporting documents, that sets forth its good faith estimate of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (B) a good faith estimate of the Transaction Expenses (the “Estimated Transaction Expenses”), (C) a good faith determination of the amount, if any, by which the VNS Restricted Cash will be less than the Target VNS Restricted Cash as of the Closing Date (the “VNS Restricted Cash Shortfall”); and (D) the amount and calculation of the Purchase Price as set forth in Section 2.2 (the “Estimated Purchase Price”), including its good faith estimates of (i) ” and together with the amount (if any) by which Amedisys Net Working Capital exceeds Target Amedisys Working Capital or the amount (if any) by which the Target Amedisys Working Capital exceeds Amedisys Net Working Capital, (ii) the amount (if any) by which LHC Net Working Capital exceeds Target LHC Working Capital or the amount (if any) by which the Target LHC Working Capital exceeds LHC Net Working Capital (iii) Estimated Closing Indebtedness, (iv) the Estimated Transaction Expenses and (v) the VNS Restricted Cash Shortfall, the “Estimated Calculations”). If, for any reason, the Closing CashDate is postponed, and (b) an allocation then the foregoing obligations shall again apply with respect to such postponed Closing Date. b. Seller shall provide a reasonable level of supporting documentation relating to the preparation of the Estimated Purchase Price among Calculations and shall provide reasonable access to the personnel of Seller involved in the preparation of the Estimated Calculations to discuss the Estimated Calculations. Buyer and the Company Entities and Asset Sellersshall work together in good faith, in accordance with the methodologies set forth in Exhibit G; provided that (A) after the delivery of the Pre-Closing Statement and prior to the Closing, Parent and Amedisys shallto resolve any disagreements over any items set forth in the Estimated Calculations, and the items set forth in the Estimated Calculations shall cause for all purposes in this Agreement be equal to the amounts initially proposed by the Company Entities to: (1) provide Buyer and its representatives together with reasonable access to the relevant books, records, supporting data, and employees of the Company Entities, related to the information in the Pre-Closing Statement for the purposes of assisting Buyer and its Representatives in their review of the Pre-Closing Statement and (2) consider in good faith any reasonable comments and revisions provided thereto that are mutually agreed upon by Buyer and its Representatives and cooperate in good faith to answer any questions and resolve any issues raised by Buyer, to the extent reasonable; and (B) Buyer may rely on the information in the Pre-Closing Statement and in no event shall Buyer have any Liability to Parent or any Person arising from or related to payments made in accordance with the terms hereof as provided in the Pre-Closing Statement. Parent and Amedisys shall prepare the Pre-Closing Statement in good faith in a manner consistent with the terms of (including the definitions in) this Agreement, including the Accounting Principles. To the extent Parent, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ agree to any revisions to the Pre-Closing Statement in connection with ▇▇▇▇▇’s comments, such revisions shall be binding on the Parties for the purposes of this Section 2.3 and the Sellers shall deliver to Buyer Company prior to the Closing a revised Pre-Closing Statement including such revisionsClosing.