Common use of Independent Accounting Firm Clause in Contracts

Independent Accounting Firm. The Administrator shall have ten (10) Business Days to review the Audit Committee’s calculation of any Disputed Profit Distribution presented to it pursuant to Section 5.2(c), and if the Administrator disagrees with such calculation, then the Administrator shall have the right, pursuant to a written notice that must be delivered during such ten (10) Business Day period, to direct the Audit Committee to engage, at the Company’s cost and expense, an independent accounting firm to calculate the Adjusted Profit Distribution Amount as of the relevant Calculation Date in accordance with this Section 5.2. Such notice from the Administrator shall state any points of disagreement with the Audit Committee’s calculation and shall designate no fewer than three independent accounting firms to calculate the Adjusted Profit Distribution Amount. The Audit Committee shall engage one of the designated independent accounting firms within ten (10) Business Days. If the Audit Committee fails to engage one of the designated independent accounting firms within ten (10) Business Days, then the calculation of the Adjusted Profit Distribution Amount originally submitted to the Audit Committee by the Administrator pursuant to Section 5.2(c) shall be deemed an Approved Profit Distribution. The Audit Committee shall direct the designated independent accounting firm to deliver its calculation of the Adjusted Profit Distribution Amount, calculated in accordance with this Section 5.2 (as calculated, the “Independently Calculated Profit Distribution”), within twenty (20) Business Days of its engagement (the “Submission Date”) to both the Administrator and the Audit Committee at the same time. If the independent accounting firm so engaged fails to deliver its calculation of the Adjusted Profit Distribution Amount within the time required hereby, then the calculation of the Adjusted Profit Distribution Amount originally submitted to the Audit Committee by the Administrator pursuant to Section 5.2(c) shall be deemed an Approved Profit Distribution. In making its calculation of the Adjusted Profit Distribution Amount, the independent accounting firm shall (i) review and consider any documentation submitted by the Administrator and the Audit Committee in support of their respective calculations of the Adjusted Profit Distribution Amount, and (ii) be based on the most recently available consolidated financial statements of the Company and its Subsidiaries (audited or unaudited). The Independently Calculated Profit Distribution shall be final, conclusive and binding on the Administrator, the Audit Committee, the Company and the Allocation Member.

Independent Accounting Firm. The Administrator shall have In the event Merger Partner and Remainco are unable to resolve by mutual agreement any matter identified in the Merger Partner Dispute Notice on or before the date on which the Merger Partner Adjustment Consultation Period ends, Merger Partner or Remainco may engage an independent, nationally-recognized certified public accounting firm in the United States mutually acceptable to Remainco and Xxxxxx Partner (the “Independent Accounting Firm”) to make a determination with respect to all of such matters in dispute in its capacity as an expert and not as an arbitrator. If Xxxxxx Partner and Remainco are unable to agree upon an Independent Accounting Firm within ten (10) Business Days to review after the Audit Committee’s calculation end of any Disputed Profit Distribution presented the Merger Partner Adjustment Consultation Period, then within an additional ten (10) Business Days, Merger Partner and Remainco shall each select one such firm and those two firms shall select a third such firm, in which event the “Independent Accounting Firm” shall be such third firm. The fees and expenses of the Independent Accounting Firm shall be borne by Xxxxxx Partner, on the one hand, and Remainco, on the other hand, proportionately based on the determination by the Independent Accounting Firm of the matters submitted to it pursuant to Section 5.2(c2.5(g). The calculation of such proportionate payments shall be based on the relative position of the determination of the Independent Accounting Firm in comparison to the positions submitted to it pursuant to this Section 2.5(g). All other fees and expenses incurred by Xxxxxx Partner or Remainco in connection with the preparation or review of the Merger Partner Initial Post-Closing Statement or the Merger Partner Dispute Notice shall be borne by the Party incurring such fees and expenses. (g) Dispute Resolution Procedure. Merger Partner and Remainco shall direct the Independent Accounting Firm to render a determination within sixty (60) days after its retention, and if shall, and shall cause their respective Representatives to, cooperate with the Administrator disagrees with such calculation, then the Administrator shall have the right, pursuant to a written notice that must be delivered Independent Accounting Firm during such ten (10) Business Day period, to direct the Audit Committee to engage, at the Company’s cost and expense, an independent accounting firm to calculate the Adjusted Profit Distribution Amount as of the relevant Calculation Date its engagement in accordance connection with this Section 5.2Agreement. Such notice from the Administrator Each Party shall state promptly (and in any points of disagreement with the Audit Committee’s calculation and shall designate no fewer than three independent accounting firms to calculate the Adjusted Profit Distribution Amount. The Audit Committee shall engage one of the designated independent accounting firms event within ten (10) Business Days. If ) after the Audit Committee fails to engage one of the designated independent accounting firms within ten (10) Business DaysIndependent Accounting Firm’s engagement, then the calculation of the Adjusted Profit Distribution Amount originally submitted submit to the Audit Committee by the Administrator pursuant to Section 5.2(c) shall be deemed an Approved Profit Distribution. The Audit Committee shall direct the designated independent accounting firm to deliver Independent Accounting Firm its calculation of the Adjusted Profit Distribution Amount, calculated in accordance with this Section 5.2 (as calculated, the “Independently Calculated Profit Distribution”), within twenty (20) Business Days of its engagement (the “Submission Date”) to both the Administrator and the Audit Committee at the same time. If the independent accounting firm so engaged fails to deliver its calculation of the Adjusted Profit Distribution Amount within the time required hereby, then the calculation of the Adjusted Profit Distribution Amount originally submitted to the Audit Committee by the Administrator pursuant to Section 5.2(c) shall be deemed an Approved Profit Distribution. In making its calculation of the Adjusted Profit Distribution Amount, the independent accounting firm shall (i) review and consider any documentation submitted by the Administrator and the Audit Committee in support of their respective calculations of the Adjusted Profit Distribution Amountdisputed items or amounts identified in the Merger Partner Dispute Notice and information, arguments and support for their respective positions, and (ii) be based on the most recently available consolidated financial statements shall concurrently deliver a copy of the Company and its Subsidiaries (audited or unaudited). The Independently Calculated Profit Distribution shall be final, conclusive and binding on the Administrator, the Audit Committee, the Company and the Allocation Member.such

Independent Accounting Firm. The Administrator Independent Accounting Firm shall have ten (10) Business Days to review the Audit Committee’s calculation of any Disputed Profit Distribution presented to it pursuant to Section 5.2(c), be engaged by Sellers’ Representative and if the Administrator disagrees with such calculation, then the Administrator shall have the right, pursuant to a written notice that must be delivered during such ten (10) Business Day period, to direct the Audit Committee to engage, at the Company’s cost and expense, an independent accounting firm to calculate the Adjusted Profit Distribution Amount as of the relevant Calculation Date in accordance with this Section 5.2. Such notice from the Administrator shall state any points of disagreement with the Audit Committee’s calculation and shall designate no fewer than three independent accounting firms to calculate the Adjusted Profit Distribution Amount. The Audit Committee shall engage one of the designated independent accounting firms Buyer within ten (10) Business Days. If days following the Audit Committee fails to engage one expiration of the designated independent accounting firms within ten (10) Business Days, then the calculation of the Adjusted Profit Distribution Amount originally submitted to the Audit Committee by the Administrator pursuant to Section 5.2(c) shall be deemed an Approved Profit Distribution. The Audit Committee shall direct the designated independent accounting firm to deliver its calculation of the Adjusted Profit Distribution Amount, calculated in accordance with this Section 5.2 (as calculated, the “Independently Calculated Profit Distribution”), within such twenty (20) Business Days day period. Promptly, but not later than twenty (20) days after acceptance of this appointment, the Independent Accounting Firm shall determine those items in dispute and will render its report as to its resolution of such terms and resulting calculations of EBITDA for the Earnout Period in dispute. In determining each disputed item, the Independent Accounting Firm may not assign a value to such item greater than the greatest value for such item claimed by either Party or less than the lowest value for such term claimed by either Party. Sellers’ Representative and Buyer shall cooperate with the Independent Accounting Firm in making its determination and such determination shall be conclusive and binding upon the Parties. Sellers’ Representative and Buyer will be entitled to present any materials they deem appropriate to the Independent Accounting Firm, including a meeting, with all parties present (to the extent such parties desire to be present in such meeting), to discuss their respective positions; provided, that neither Sellers’ Representative nor Buyer may raise any matters not related to the matters in dispute set forth in the Earnout Dispute Notice. Sellers and Buyer shall initially be responsible for fifty percent (50%) of the costs and fees of the Independent Accounting Firm. The losing party (as defined below) in any such arbitration shall pay all costs and fees (including reasonable attorneys’ fees and expenses of the prevailing Party) related to such determination by the Independent Accounting Firm, including without limitation, the costs relating to any negotiations with the Independent Accounting Firm with respect to the terms and conditions of such Independent Accounting Firm’s engagement (and the costs for the Independent Accounting Firm’s services. For purposes of this Section 2.4, as between Sellers’ Representative and Buyer, the “Submission Date”) to both losing party” in any such determination shall mean the Administrator and party whose EBITDA for the Audit Committee at Earnout Period in dispute (as set forth in the same time. If EBITDA Report, in the independent accounting firm so engaged fails to deliver its calculation case of Buyer, or in an Earnout Dispute Notice, in the Adjusted Profit Distribution Amount within the time required herebycase of Sellers’ Representative), then is farthest from the calculation of EBITDA for the Adjusted Profit Distribution Amount originally submitted to the Audit Committee Earnout Period in dispute, as determined by the Administrator pursuant to Section 5.2(c) shall be deemed an Approved Profit Distribution. In making its calculation of the Adjusted Profit Distribution Amount, the independent accounting firm shall (i) review and consider any documentation submitted by the Administrator and the Audit Committee in support of their respective calculations of the Adjusted Profit Distribution Amount, and (ii) be based on the most recently available consolidated financial statements of the Company and its Subsidiaries (audited or unaudited). The Independently Calculated Profit Distribution shall be final, conclusive and binding on the Administrator, the Audit Committee, the Company and the Allocation MemberIndependent Accounting Firm.