2010 FINAL EARN-OUT STATEMENT, THE PURCHASER WILL PAY TO THE
SELLERS, AS AN ADJUSTMENT TO THE PURCHASE PRICE, THE AMOUNT, IF ANY, PAYABLE
BASED ON THE 2010 GROSS PROFIT AS SET FORTH IN THE 2010 FINAL EARN-OUT STATEMENT
DETERMINED IN ACCORDANCE WITH ANNEX IV ATTACHED HERETO (THE "2010 EARN-OUT
PAYMENT").
(F)
ALL PAYMENTS MADE TO THE SELLERS BY THE PURCHASER PURSUANT TO
SECTION 2.03(D) AND SECTION 2.03(E) (COLLECTIVELY, THE "EARN OUT PAYMENTS")
SHALL BE MADE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE PURCHASE
PRICE BANK ACCOUNT (TO BE DISTRIBUTED BY THE SELLERS' REPRESENTATIVE AMONG THE
SELLERS IN ACCORDANCE WITH EACH SUCH SELLER'S APPLICABLE PERCENTAGE OF SUCH
AMOUNT).
(G)
NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, IN NO EVENT
SHALL THE AGGREGATE PAYMENTS BY THE PURCHASER PURSUANT TO THIS SECTION 2.03
EXCEED A MAXIMUM OF $1,100,000.00 FOR ANY EARN-OUT PERIOD OR $2,200,000.00 IN
THE AGGREGATE FOR BOTH EARN-OUT PERIODS.
(H)
DURING THE EARN-OUT OBJECTION PERIOD AND WHILE ANY DISPUTE THAT IS
THE SUBJECT OF AN EARN-OUT OBJECTION NOTICE IS PENDING, THE PURCHASER SHALL
(I) PROVIDE TO THE SELLERS' REPRESENTATIVE AND HIS AUTHORIZED REPRESENTATIVES
REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO THE BOOKS, RECORDS AND
EMPLOYEES OF THE COMPANY, THE PURCHASER, AND EACH AFFILIATED MEDICAL PRACTICE
AND (II) COOPERATE WITH REASONABLE REQUESTS OF THE SELLERS' REPRESENTATIVE
AND/OR HIS AUTHORIZED REPRESENTATIVES WITH RESPECT TO INFORMATION REQUESTED BY
THEM IN CONNECTION WITH THEIR REVIEW OF THE AMOUNTS SET FORTH
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IN THE EARN-OUT STATEMENTS (INCLUDING, WITHOUT LIMITATION, BY PROVIDING ON A
TIMELY BASIS COPIES OF THE PURCHASER'S WORK PAPERS USED IN THE CALCULATION OF
THE AMOUNTS SET FORTH ON THE EARN-OUT STATEMENT).
(I)
WITHIN FIFTEEN (15) DAYS AFTER THE END OF EACH CALENDAR MONTH
DURING THE 2009 EARN-OUT PERIOD AND THE 2010 EARN-OUT PERIOD, PURCHASER SHALL
PROVIDE SELLERS'
REPRESENTATIVE WITH A STATEMENT SHOWING A GOOD FAITH ESTIMATE
OF (I) THE AMOUNT OF GROSS PROFIT EARNED DURING THE PRIOR MONTH AND (II) THE
CUMULATIVE GROSS PROFIT EARNED DURING THE APPLICABLE EARN-OUT PERIOD.
SUCH
STATEMENT SHALL BE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND SHALL NOT BE
DEEMED AN ACKNOWLEDGMENT OR ADMISSION OF THE ACCURACY OF THE CALCULATIONS SET
FORTH THEREON OR OTHERWISE BE CONSTRUED AS A WAIVER OF THE PURCHASER'S RIGHT TO
DELIVER AN EARN-OUT STATEMENT THAT DIFFERS FROM SUCH STATEMENT OR THE SELLERS'
REPRESENTATIVE'S RIGHT TO OBJECT TO THE CALCULATION OF THE AMOUNTS SET FORTH IN
ANY EARN-OUT STATEMENT OR ANY OTHER RIGHTS OF THE PURCHASER OR THE SELLERS'
REPRESENTATIVE.
Section 2.04
Adjustment to Purchase Price Based on Adjusted Working
Capital.
(A)
NOT EARLIER THAN THREE (3) DAYS PRIOR TO THE CLOSING DATE, AND
PRIOR TO CLOSING, THE SELLERS' REPRESENTATIVE SHALL PREPARE AND DELIVER TO THE
PURCHASER A REPORT (THE "ESTIMATED ADJUSTED WORKING CAPITAL REPORT") SHOWING IN
REASONABLE DETAIL ITS COMPUTATION OF THE ADJUSTED WORKING CAPITAL ESTIMATED AS
OF CLOSING DATE AND WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL GIVE EFFECT TO ANY
DISTRIBUTIONS OF CASH AND CASH EQUIVALENTS THAT THE SELLERS WILL CAUSE THE
COMPANY TO DISTRIBUTE TO THE SELLERS PRIOR