Final Adjustment Report has the meanings set forth in Section 2.4.
Final Closing Cash has the meaning set forth in Section 2.4(b)(iii).
Final Indebtedness has the meaning set forth in Section 2.4(b)(iii).
Final Purchase Price has the meaning set forth in Section 2.4(b)(iii).
Final Working Capital has the meaning set forth in Section 2.4(b)(iii).
Financial Statements means the (i) unaudited, internally prepared balance sheet and statements of profit and loss of the Acquired Group Companies and Excluded Entities, at and for the years ended December 31, 2019 and 2018 (including, in each case, any related notes thereto) and (ii) trial balances of the Acquired Group Companies and Excluded Entities for the three months ended March 31, 2020.
Fraud means, with respect to any Party, actual fraud (including the element of scienter) with respect to intentional misrepresentations of facts in any of the representations and warranties of such Party set forth in Article 3 or Article 4 of this Agreement, as applicable, that another Party relied upon in determining to enter into this Agreement, as defined under the common law of the State of Delaware.
Funding Notes means the funding notes pursuant to which the Affiliated Physician Practices, as payors and obligors thereunder, owe certain dollar amounts to the Seller and its Affiliates, as payee and oblige of the notes.
GAAP shall mean the United States generally accepted accounting principles, consistently applied.
Governmental Authority means any (i) national, federal, state, provincial, county, municipal or local government, foreign or domestic; (ii) political subdivision of any of the foregoing; or (iii) entity, authority, agency, ministry or other similar body exercising any legislative, executive, judicial, regulatory or administrative authority or functions of or pertaining to government, including any commission, tribunal or other quasi-governmental entity established to perform any such function, including, but not limited to, Medicare Administrative Contractors.
Governmental Health Program means any Federal Health Care Program, and any health insurance program for the benefit of federal employees, including those under chapter 89 of title 5, United States Code.
Group Benefit Plan means each employee benefit plan within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), and all other bonus or other cash or other incentive compensation, equity or equity-based, employment, individual consulting, salary continuation, change-of-control, severance, retention, retirement, pension, deferred compensation, vacation, sick pay or paid time off and all other benefit or compensation plans, programs, contracts, policies, agreements or arrangements (whether written or unwritten, insured or self-insured) maintained, sponsored, contributed to, or required to be contributed to by Seller, Seller Parent, or any of its or their Subsidiaries or Affiliates or under or with respect to which Seller, Seller Parent,