Common use of Closing Date Balance Sheet Clause in Contracts

Closing Date Balance Sheet. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Closing (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall not take or fail to take any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquiror. The Closing Date Balance Sheet and the Estimated Closing Net Working Capital Adjustment Amount shall take into account any adjustments to the preliminary Closing Date Balance Sheet requested by Acquiror in good faith and not otherwise rejected by the Company in its good faith

Closing Date Balance Sheet. Within forty-five (a45) No later than two (2) Business Days prior to days after the Closing Date, the Company shall PainCare or its Affiliate will prepare and deliver to Acquiror Drs. Xxxxxx and Alo a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). The Within ten (10) business days after PainCare’s delivery of the Closing Date Balance Sheet shall also include a good faith calculationto Drs. Xxxxxx and Alo, Drs. Xxxxxx and Alo shall, in a written notice to PainCare, either accept or describe in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall not take or fail to take detail any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior proposed adjustments to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and the figures reasons therefore, and calculations set forth thereon shall include pertinent calculations. If Drs. Xxxxxx and provide any additional supporting documentation reasonably requested by Acquiror. The Alo fail to deliver notice of acceptance or objection to the Closing Date Balance Sheet and within such ten (10) business day period, the Estimated Shareholder shall be deemed to have accepted the Closing Net Working Capital Adjustment Amount shall take into account any adjustments Date Balance Sheet. Except in the case of a dispute with respect to the preliminary Closing Date Balance Sheet, within ten (10) business days after delivery of the Closing Date Balance Sheet requested (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and Drs. Xxxxxx and Alo are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by Acquiror PainCare of any objections raised by Drs. Xxxxxx and Alo, 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 that PainCare shall select, for computation or verification in good faith accordance with the provisions of this Agreement, and not otherwise rejected the Net Equity Adjustment shall be paid by the Company Shareholder to PainCare within ten (10) business 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 its good faithproportion 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.

Closing Date Balance Sheet. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable and substance reasonable satisfactory to Acquiror and Acquiror, certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Closing (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment AmountCapital”) and each of the components and subcomponents thereofthereof and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, as applicable. The Company shall not take or fail to take any action with the intention or for the purpose outside of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative)or with the purpose of manipulating or maximizing Closing Net Working Capital. No later than ten five (105) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquiror. The Closing Date Balance Sheet and the Sheet, Estimated Closing Net Working Capital, and the resulting Net Working Capital Adjustment Amount Surplus or Net Working Capital Shortfall, as applicable, shall take into account any adjustments to the preliminary Closing Date Balance Sheet requested by Acquiror in good faith and not otherwise rejected by the Company in its good faithfaith determination. Nothing in this Section 7.11, including the fact that Acquiror may provide comments or request changes to the preliminary Closing Date Balance Sheet or any of the figures or calculations set forth thereon or that Acquiror and the Company may agree to changes to the information or amounts on the Closing Date Balance Sheet, shall in any way limit the right of any Person under this Section 7.11 or Article VIII.

Closing Date Balance Sheet. Within forty-five (a45) No later than two (2) Business Days prior to days after the Closing Date, the Company shall PainCare or its Affiliate will prepare and deliver to Acquiror Dr. Alo a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). The Within ten (10) business days after PainCare’s delivery of the Closing Date Balance Sheet shall also include a good faith calculationto Dr. Alo, Dr. Alo shall, in a written notice to PainCare, either accept or describe in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall not take or fail to take detail any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior proposed adjustments to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and the figures reasons therefore, and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquirorshall include pertinent calculations. The If Dr. Alo fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet and within such ten (10) business day period, the Estimated Shareholder shall be deemed to have accepted the Closing Net Working Capital Adjustment Amount shall take into account any adjustments Date Balance Sheet. Except in the case of a dispute with respect to the preliminary Closing Date Balance Sheet, within ten (10) business days after delivery of the Closing Date Balance Sheet requested (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and Dr. Alo are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by Acquiror PainCare of any objections raised by Dr. Alo, 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 that PainCare shall select, for computation or verification in good faith accordance with the provisions of this Agreement, and not otherwise rejected the Net Equity Adjustment shall be paid by the Company Shareholder to PainCare within ten (10) business 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 its good faithproportion 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.

Closing Date Balance Sheet. Within ninety (a90) No later than two (2) Business Days prior to days after the Closing Date, the Company shall PainCare or its Affiliate will prepare and deliver to Acquiror the Member a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). The Within six (6) days after PainCare’s delivery of the Closing Date Balance Sheet shall also include a good faith calculationto the Member, the Member shall, in a written notice to PainCare, either accept or describe in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall not take or fail to take detail any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior proposed adjustments to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and the figures reasons therefore, and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquirorshall include pertinent calculations. The If the Member fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet and within such six (6) day period, the Estimated Member shall be deemed to have accepted the Closing Net Working Capital Adjustment Amount shall take into account any adjustments Date Balance Sheet. Except in the case of a dispute with respect to the preliminary Closing Date Balance Sheet, within seven (7) days after delivery of the Closing Date Balance Sheet requested (the “Adjustment Payment Date”), the Member shall pay the Other Net Equity Adjustment to PainCare in cash. In the event that PainCare and the Member are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by Acquiror in good faith and not otherwise rejected PainCare of any objections raised by the Company Member, 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 that PainCare shall select, for computation or verification in its good faithaccordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Member 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.