Common use of Closing Date Balance Sheet Clause in Contracts

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (45a) days after Prior to Closing, the Closing Date, PainCare or its Affiliate parties will prepare and deliver to the Shareholder cooperate in preparing a balance sheet of the Company dated as of the close of business on the Closing Date prepared in accordance with GAAP (the “"Closing Date Balance Sheet”") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Within twenty (20) days after PainCare’s delivery of Purchaser and Seller agree that the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, will be prepared in a written notice manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to PainCare, either accept or describe resolve any disputes in reasonable detail any proposed adjustments to the Closing Date determination of the Net Value and the preparation of the Preliminary Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except (b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the case taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a dispute with respect copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.3.04

Closing Date Balance Sheet. Within forty-five sixty (4560) days after the Closing Date, PainCare or its Affiliate NetLojix will prepare and deliver submit to the Shareholder Representative a balance sheet of the Company CWE(2) as of the close of business on the Closing Date (the "CLOSING DATE BALANCE SHEET") together with its calculation of the adjustment set forth in Section 1.8.3 below, if any. The Closing Date Balance Sheet will be prepared in accordance with GAAP (the “Closing Date Balance Sheet”generally accepted accounting principles and consistent with CWE(2)'s past practice. Within twenty thirty (2030) days after PainCare’s delivery receipt of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) Representative may either accept or object to PainCaresuch statement and such adjustment. In the event that PainCare the Shareholder Representative objects to such statement or such adjustment, it shall give written notice thereof to NetLojix within said thirty-day period, together with a detailed written description of the grounds for such objection and the Shareholder Representative's estimate of the disputed amount or adjustment, and NetLojix and the Shareholder Representative shall thereupon seek to resolve the Shareholder Representative's objections in good faith. If NetLojix and the Shareholder Representative are not able unable to resolve the Shareholder Representative's objections within thirty days thereafter, then NetLojix and the Shareholder Representative shall submit the matter to an independent firm of certified public accountants selected by the parties (the "ACCOUNTANTS") for resolution. If the parties are unable to agree on the Closing Date Balance Sheet within thirty choice of Accountants, then they will select a nationally-recognized accounting firm by lot. If issues in dispute are submitted to the Accountants for resolution, (30i) days from each party will furnish to the Accountants such workpapers and after other documents and information relating to the receipt by PainCare of disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any objections raised material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the ShareholderAccountants, then either Party as set forth in a notice delivered to both parties by the Accountants, shall each have be made within twenty days of submission and will be binding and conclusive on the right to require that parties; and (iii) the fees of the Accountants for such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment determination shall be paid by the Shareholder to PainCare within five (5) days after receipt party whose estimate of the accountant’s computation disputed amount or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne adjustment is most different (in absolute dollar amount) from the amount or adjustment determined by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashAccountants.

Closing Date Balance Sheet. Within forty-five (45) days after The Buyer shall cause the Closing Date, PainCare or its Affiliate will prepare Company to provide Sellers' Accountants with full and deliver complete access to the Shareholder a balance sheet books and records of the Company as and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance SheetUnless Buyer, within twenty thirty (2030) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the “Adjustment Payment Closing Date Balance Sheet Determination Date”. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Shareholder Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the Other Net fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree included on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised delivered by the Shareholder, then either Party shall each have Sellers and (y) the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the PartiesPurchase Price under Section 3.3.2 hereof, for computation or verification in accordance with which case the provisions fees, costs and expenses of this Agreement, and the Net Equity Adjustment Accounting Firm shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashSellers.

Closing Date Balance Sheet. Within forty-five As soon as practicable, but no later than twenty (4520) days after the Closing Date, PainCare or its Affiliate will the Seller shall prepare and deliver to the Shareholder a Buyer an unaudited, consolidated balance sheet for the Companies (which may or may not contain notes) (the “Closing Date Balance Sheet”) and a calculation of the Company Net Asset Value as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance SheetNet Asset Value”). Within twenty (20) days after PainCare’s delivery The Closing Date Balance Sheet shall be prepared in accordance with GAAP, consistently applied by the Subsidiaries. The Seller shall also make available to the Buyer copies of all work papers and other documents and data as were used to prepare the Closing Date Balance Sheet (and any items therein) and the Closing Date Net Asset Value calculation. The Buyer shall have the right to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to dispute the Closing Date Balance Sheet (and any items therein) and the reasons therefore, Closing Date Net Asset Value calculation and shall include pertinent calculationsmake any proposed adjustments thereto as provided in Section 2(b)(iv). If the Shareholder fails Closing Date Net Asset Value, as finally determined in accordance with this Section 2(b), is less than $18,215,151, which amount the parties acknowledge assumes (as represented by the Seller Entities) that the aggregate amount as of September 30, 2006 of the accruals relating to deliver notice workers compensation claims and other items that will be eliminated from the books of acceptance or objection to the Companies and retained and assumed by the Seller Entities is approximately $2,400,000 (which items are set forth in more detail on Exhibit G, and which items, regardless of their amounts as of the Closing Date Balance Sheet within such twenty (20) day periodDate, the Shareholder shall will be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to eliminated from the Closing Date Balance Sheet, within twenty (20) days after delivery be retained and assumed by the Seller Entities, and will not be obligations of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000Companies) (the such shortfall being a “Required CashNet Asset Value Shortfall”), then the Merger Consideration shall be reduced and Seller shall, subject to Section 2(b)(iv), deliver to the Shareholder shall be required to immediately return to PainCare dollar for dollar Buyer cash in an Amount amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet such Net Asset Value Shortfall, if any, within fifteen (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash15) days of such final determination.

Closing Date Balance Sheet. Within forty-five The Company will prepare two balance sheets (45the "Closing Date Balance Sheets"), one of the Company and its Subsidiaries on a consolidated basis as of the Closing Date and the other of the Company and the Unpurchased Subsidiaries on a combined basis as of the Closing Date. The Company will deliver the Closing Date Balance Sheets to Purchaser within sixty (60) days after the Closing Date, PainCare or Date together with its Affiliate will prepare and deliver to the Shareholder a balance sheet calculations of the Company as of the close of business on respective Net Book Values. Subject to SCHEDULE 2.4, the Closing Date Balance Sheets will be prepared in accordance with GAAP GAAP, except that no items shall fail to be included therein or excluded therefrom on the basis of materiality, individually or collectively. The Company and/or its accountants will meet with Purchaser and/or its accountants periodically upon request, and make available to Purchaser and/or its accountants all work papers and other relevant documents. If within thirty (the “Closing Date Balance Sheet”). Within twenty (2030) days after PainCare’s following delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet Sheets and the reasons thereforeCompany's calculations of the respective Net Book Values, and shall include pertinent calculations. If Purchaser has not given the Shareholder fails to deliver Company notice of acceptance its objection either to one or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery both of the Closing Date Balance Sheet Sheets or to the Company's calculation of one or both of the Net Book Values (which notice shall contain a statement of the “Adjustment Payment Date”basis of Purchaser's objection, providing with reasonable specificity the reasons for objection and identifying the amounts in dispute), then the Shareholder shall pay Company's calculations of the Other Net Equity Adjustment (as defined below) Book Values will be final, binding and conclusive on the parties. If Purchaser gives such notice of objection, then the parties will attempt to PainCareresolve any disagreements. In the event that PainCare and the Shareholder If any such disagreements are not able to agree on resolved by the Closing Date Balance Sheet parties within thirty (30) days from and after following the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”)of Purchaser's notice of objection, then the Merger Consideration shall issues in dispute (and only the issues in dispute) will be reduced and submitted by the Shareholder shall be required to immediately return to PainCare dollar parties for dollar an Amount equal resolution to the Required Cash less Cash reflected Miami office (or such office as handles such matters) of Xxxxxx Xxxxxxxx LLP (the "Disputes Auditor") within ten (10) days of the conclusion of such thirty (30) day period upon the following terms: (i) each party will furnish to the Disputes Auditor such work papers and other documents and information relating to the disputed issues as the Disputes Auditor may request and are available to that party (or its independent public accountants), and each party will be afforded the opportunity to present to the Disputes Auditor any material relating to the determination and to discuss the determination with the Disputes Auditor; (ii) the Disputes Auditor will render its determination within thirty (30) days of submission of the disputed issues; (iii) the determination by the Disputes Auditor, as set forth in a notice delivered to each party by the Disputes Auditor, will be final, binding and conclusive on the Closing Date Balance Sheet parties; and (iv) the “Cash Deficiency”). The Cash Deficiency shall be paid in cashCompany will pay that percentage of the fee of the Disputes Auditor which equals the percentage of the total amount disputed by Purchaser which is awarded to Purchaser by the Disputes Auditor, and Purchaser will pay the balance of such fee.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “"Closing Date Balance Sheet”"). Within twenty six (206) days after PainCare’s 's delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons thereforetherefor, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty six (206) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty seven (207) days after delivery of the Closing Date Balance Sheet (the “"Adjustment Payment Date”"), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s 's computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s 's fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s 's report or by all Parties in proportion to the relative amount each Party’s 's determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the each Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty fourteen (2014) days after PainCare’s delivery of the Closing Date Balance Sheet to the ShareholderShareholders, the Shareholder Shareholders shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails Shareholders fail to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty fourteen (2014) day period, the Shareholder Shareholders shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty fifteen (2015) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder Shareholders shall pay the Other Net Equity Adjustment (as defined below) ), if any to PainCare. In the event that PainCare and the Shareholder Shareholders are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to BDO Xxxxxxx, an independent certified public accountant or accounting firm mutually acceptable to the Partiesaccountant, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment Adjustment, if any, shall be paid by the Shareholder Shareholders to PainCare within five ten (510) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashreport.

Closing Date Balance Sheet. Within forty-five The Purchaser shall prepare a balance sheet setting forth the Net Working Capital (45the "Closing Date Balance Sheet") and deliver the Closing Date Balance Sheet to the Seller and the Purchaser within thirty (30) days after the Closing. The Closing Date, PainCare or its Affiliate will prepare and deliver Date Balance Sheet shall be conclusive for the purposes of the adjustments described in this Section 2.03 except to the Shareholder a balance sheet of extent, if any, that the Company as of Seller delivers, within thirty (30) days after the close of business date on which the Closing Date prepared Balance Sheet is delivered to the Seller, a written notice to the Purchaser taking exception to the Closing Date Balance Sheet and specifying in accordance with GAAP reasonable detail the nature and extent of any such exception (it being understood that any amounts not so disputed shall be paid promptly). Upon request by the “Seller at any time after receipt of the Closing Date Balance Sheet”), the Purchaser shall make available to the Seller and its representatives, the work papers used in preparing it together with such other documents as the Seller may reasonably request in connection with its review thereof. Within twenty If an exception raised by the Seller is disputed by the Purchaser, then the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If, after a period of fifteen (2015) days after PainCare’s delivery following the date on which the Seller gives notice of any exception to the Purchaser, such exception still remains disputed, then the Purchaser and the Seller shall engage a mutually acceptable independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve any remaining dispute. The Accounting Firm shall act as an arbitrator to determine only those issues still in dispute and shall have access to all documents, working papers, facilities and personnel necessary for the Accounting Firm to make an independent determination as to the matters in dispute. If the Accounting Firm reasonably determines it is necessary to conduct an audit of the Closing Date Balance Sheet to resolve the Shareholderdispute, then the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to Accounting Firm may conduct such an audit. The decision of the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder Accounting Firm shall be deemed to have accepted the Closing Date Balance Sheetfinal and binding for purposes of this Section 2.03. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery The fees and expenses of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment Accounting Firm shall be paid by the Shareholder to PainCare party whose last proposed offer for settlement of the Net Working Capital was farther from the determination of the Accounting Firm; provided, however, that in the event that the determinations of the Purchaser and the Seller of the Net Working Capital were both within five percent (5%) days after receipt of the accountant’s computation or verification. Such accounting firm’s determination of the Net Working Capital by the Accounting Firm, then the fees and expenses for such disputed determination of the Accounting Firm shall be borne by equally split between the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced Purchaser and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashSeller.

Closing Date Balance Sheet. Within forty-five ninety (4590) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty six (206) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty six (206) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty seven (207) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCarePainCare in cash. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty thirty (2030) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty thirty (2030) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty thirty (2030) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Partiesthat PainCare and Shareholder shall jointly select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment Adjustment, if any, shall be paid by the Shareholder to PainCare within five ten (510) business days after receipt of the accountant’s computation or verification. The foregoing provisions for accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (45) days after Prior to the first anniversary of the Closing Date, PainCare or its Affiliate will Xxxxxx shall prepare and deliver to the Shareholder Seller a balance sheet of the for Company as of the close of business on the Business Day immediately preceding the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery The Closing Date Balance Sheet shall set forth the dollar amount of Accounts Receivable, Work in Process, Prepaid Expenses, Trade Accounts Payable, Accrued Payroll, Accrued Assumed PTO and Cash. The Seller shall have from the time the Closing Date Balance Sheet is delivered to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such him until twenty (20) day period, Business Days after the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case date of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after such delivery of the Closing Date Balance Sheet (the “Adjustment Payment DateDispute Period”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare dispute any elements of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash amounts reflected on the Closing Date Balance Sheet (the “Cash DeficiencyDispute”). The Cash Deficiency If Seller does not deliver to Xxxxxx within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (a “Dispute Notice”), the Closing Date Balance Sheet shall be paid deemed to have been accepted and agreed to by Seller in cashthe form in which it was delivered to Seller and shall be final and binding upon all parties. If Seller timely deliver a Dispute Notice to Xxxxxx within the Dispute Period, Xxxxxx and Seller shall attempt in good faith to resolve the Dispute and agree in writing upon the final content of the disputed Closing Date Balance Sheet within twenty (20) Business Days after delivery of such Dispute Notice. If Xxxxxx agrees with the objection of Seller and Seller’s calculation of the Closing Date Balance Sheet, then Seller’s calculation of the Closing Date Balance Sheet shall be final and binding upon all parties. If Xxxxxx and Seller are unable to resolve each element of the Dispute within the twenty (20) Business Day period after Xxxxxx’x receipt of a Dispute Notice, then Xxxxxx shall within twenty (20) Business days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice shall set forth in reasonable detail the elements and amounts with which Xxxxxx disagrees (a “Dispute Response”). If Xxxxxx does not deliver to Seller within such twenty (20) Business Day period a Dispute Response, then Seller’s calculation of the Closing Date Balance Sheet shall be deemed to have been accepted and agreed to by the Xxxxxx in the form in which it was delivered to Xxxxxx and shall be final and binding upon the parties If Xxxxxx timely delivers a Dispute Response, the parties shall promptly appoint the Arbitrating Accountant, who shall resolve each element of the Dispute that has not been resolved by agreement of Xxxxxx and the Seller, revise the Closing Date Balance Sheet to reflect such resolutions and calculate the adjustments to purchase price based on the elements and amounts reflected on the revised Closing Date Balance Sheet The Arbitrating Accountant shall as promptly as possible, and in any event within thirty (30) days after the date of its appointment, render its decision on each element in the Dispute in writing to Xxxxxx and Seller, together with a revised Closing Date Balance Sheet reflecting its decision and a revised calculation of the Cash Purchase Price based on the elements and amounts reflected on the revised Closing Date Balance Sheet. In resolving the Dispute, the Arbitrating Accountant shall be bound by the provisions of this Agreement and may not revise any element of the Closing Date Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Date Balance Sheet greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Each of the Arbitrating Accountant’s decision, the revised Closing Date Balance Sheet and the revised calculation of the Cash Purchase Price shall be final and binding upon the parties, and judgment may be entered on the award. The fees and disbursements of the Arbitrating Accountant and the reasonable attorneys’ fees and expenses of the parties relating to the disputes submitted to the Arbitrating Accountant (collectively, the “Purchase Price Dispute Expenses”) shall be borne: (A) jointly and severally by the Shareholders the numerator of which is equal to the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Seller (as finally determined by the Arbitrating Accountant ) and the denominator of which is equal to the aggregate dollar amount of all disputed items and (B) by Xxxxxx, in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Seller (as finally determined by the Arbitrating Accountant ) bears to the aggregate dollar amount of all disputed items. For example, if the parties dispute Ten Thousand Dollars ($10,000) of a proposed decrease to the Promissory Note, the Arbitrating Accountant determines that such adjustment should be Six Thousand Dollars ($6,000) and the Purchase Price Dispute Expenses are One Thousand Dollars ($1,000), then (A) Xxxxxx shall pay Four Hundred Dollars ($400) (i.e., 40%) of the Purchase Price Dispute Expenses and (B) the Promissory Note shall be reduced by an additional Six Hundred Dollars ($600) (i.e., 60%) of the Purchase Price Dispute Expenses.