Common use of Cost of Compliance Clause in Contracts

Cost of Compliance. The Members acknowledge that either KPMG or PKF may be engaged by the Company as the Company’s independent auditors and/or tax preparation firm. Notwithstanding anything contained herein to the contrary, if KPMG is retained for either such service, the PB Member shall bear directly (without the same constituting a Capital Contribution hereunder), and the Company shall not be responsible for, the “Incremental Costs” incurred by the Company for utilizing KPMG to provide any such service rather than PKF. For such purpose, the “Incremental Costs” shall be determined as follows unless otherwise agreed by the Members: For each Fiscal Year, the Company shall solicit estimates from each of KPMG and PKF for each of the auditing and tax preparation services (as if provided separately). If the KPMG estimate for a particular service exceeds the PKF estimate for a particular service, and KPMG is selected for such service, the “Incremental Cost” shall equal the actual cost of such service multiplied by the percentage by which the KPMG estimate exceeded the PKF estimate. For example, if the PKF estimate for audit work is $1.0 million and the KPMG estimate for the same work is $1.25 million, and KPMG is selected, the “Incremental Cost” shall be 20% of the actual cost for KPMG’s audit work for that year.