Common use of Earnout Statement Clause in Contracts

Earnout Statement. (a) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter (or in the event of an Earnout Date Adjustment, within 75 days after the end of the calendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment), Parent shall prepare and deliver to the Shareholders' Representative a written statement setting forth the calculations set forth in Section 3.6 (the "Earnout Statement"). (b) After receipt of the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted and agreed to the Earnout Statement. If the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection to the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagement, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding and conclusive. If any amounts are referred to the Neutral Auditor, the term "Earnout Statement" as used in this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor in accordance with this section (in addition to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect to the Earnout Payment for the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii). (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (a) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter (or in the event of an Earnout Date Adjustment, within 75 days after the end of the calendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment), Parent shall Purchaser will prepare and deliver to the Shareholders' Sellers’ Representative within fifteen (15) days following Purchaser’s filing with the Securities and Exchange Commission of its quarterly financial statements following the end of each Earnout Year, a written statement setting forth its calculation of the calculations Earnout Amount payment due for such Earnout Year (for the avoidance of doubt, Year 1 ends June 30, 2015) (the “Earnout Statement”). The Earnout Statement shall be determined in accordance with GAAP. The Earnout Statement will be deemed to be accepted by Sellers and will be conclusive for purposes of determining the Earnout Payment due Sellers, unless the Sellers’ Representative delivers to Purchaser, within thirty (30) days following receipt of the Earnout Statement, a notice (the “Objection Notice”) specifying Sellers’ objections to the Earnout Statement in reasonable detail. Any amount not objected to shall be immediately payable to Sellers (and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as set forth in Section 3.6 (the "Earnout Statement"2.4(g)). (b) After The Purchaser and the Sellers’ Representative will use reasonable good faith efforts to resolve any matters in dispute, but if they do not obtain a final resolution within thirty (30) days after Purchaser’s receipt of the Earnout StatementObjection Notice, either Purchaser or the Shareholders' Sellers’ Representative may submit the resolution of the disputed matters to the office of the Purchaser’s independent registered public accounting firm, or, if such firm is unable to serve, Purchaser and the Sellers’ Representative shall have 60 days appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Purchaser’s firm (such resolving accountants referred to review as the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants“Independent Accountants”) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access towho, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation acting as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted and agreed to the Earnout Statement. If the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection to the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, experts and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagementarbitrators, shall be set forth resolve the amounts only in a written statement delivered to Parent dispute and the Shareholders' Representative and shall be final, binding and conclusive. If make any amounts are referred to the Neutral Auditor, the term "Earnout Statement" as used in this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor in accordance with this section (in addition to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect to the Earnout Payment for at issue. Absent demonstrable error, the earnout calculation period ending December 31, 2010 decision of the Independent Accountants will be conclusive and binding. Once finally accepted or resolved as provided above (as such date may be extended as a result of an Earnout Date Adjustmentor not objected to), (A) 50% of such amounts the Earnout Payment payable shall be paid as soon as practicable, but in no event later than by Purchaser within five (5) business days, after the determination days by wire transfer of the definitive Earnout Statement with respect immediately available funds to such earnout calculation period, together with a notional amount equal to interest on such amount at account as is directed by the Agreed Rate for the period beginning the date Parent delivered the Sellers’ Representative. Any Earnout Statement for such period Payments made shall be treated as an adjustment to the Shareholders' Representative and ending on Purchase Price by the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments parties for any subsequent earnout calculation periodsTax purposes, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii)unless otherwise required by Law. (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (ai) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event No later than 30 days thereafter ninety (or in the event of an Earnout Date Adjustment, within 75 90) days after the end of the calendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment)Period, Parent Buyer shall prepare and deliver to the Shareholders' Representative Seller Parties a written statement setting forth Buyer’s calculation of Company EBITDA and its determination of the calculations set forth in Section 3.6 Earnout Amount, if any, for the Earnout Period (the "“Earnout Statement"”). The Earnout Statement shall be prepared in accordance with the Earnout Principles. (bii) After receipt of The Earnout Statement shall become final and binding upon the Parties on the thirtieth (30th) day following the date on which the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers Statement was delivered to the extent required Seller Parties, unless the Seller Parties deliver a Notice of Disagreement. If a Notice of Disagreement is received by Buyer prior to complete its review of such thirtieth (30th) day, then the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted and agreed to the Earnout Statement. If the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection to the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagement, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding and conclusive. If any amounts are referred to the Neutral Auditor, the term "Earnout Statement" as used in this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor revised in accordance with this section sentence) shall become final and binding upon the Seller Parties and Buyer on the earlier of (in addition to those items theretofore agreed to A) the date the Seller Parties and Buyer resolve, evidenced by Parent a written instrument duly executed by the Seller Parties and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect Buyer, any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) they have with respect to the Earnout Payment for matters specified in the earnout calculation Notice of Disagreement and (B) the date any disputed matters are finally resolved in a written decision by the Accounting Firm. During the thirty (30)-day period ending December 31following the delivery of a Notice of Disagreement, 2010 (as such date the Seller Parties and Buyer shall seek in good faith to resolve any differences that they may be extended as a result have with respect to the matters specified in the Notice of an Earnout Date Adjustment), (A) 50% Disagreement. If at the end of such amounts thirty (30)-day period the Seller Parties and Buyer have not resolved, evidenced by a written instrument duly executed by the Accounting Firm for resolution, in accordance with the Earnout Principles, only the Disputed Items. Buyer and the Seller Parties shall be paid as soon as practicableuse commercially reasonable efforts to cause the Accounting Firm to render a written decision fully resolving all matters submitted to the Accounting Firm within thirty (30) days of the receipt of such submission, but in no event later shall the Parties permit the Accounting Firm to fail to render a written decision fully resolving all matters submitted to the Accounting Firm within sixty (60) days of the receipt of such submission. The scope of the disputes to be resolved by the Accounting Firm shall be limited to correcting mathematical errors and determining whether the items in dispute were determined in accordance with the Earnout Principles, and the Accounting Firm shall act as an expert, not as an arbitrator, in resolving the Disputed Items, and any proceeding before the Accounting Firm shall be an expert determination under the Law governing expert determination and appraisal proceedings. Other than those determinations set forth in the preceding sentence, the Accounting Firm is not to make any other determination. The Accounting Firm’s decision shall be based solely on written submissions by the Seller Parties and B▇▇▇▇ and their respective Representatives and not by independent review and shall be final and binding on all of the Parties. The Accounting Firm may not assign a value greater than the greatest value for such Disputed Item claimed by either Party or smaller than the smallest value for such Disputed Item claimed by either Party. Buyer and the Seller Parties agree that the Accounting Firm’s determination under this Section 2.5(d)(ii) shall be binding on the Parties and enforceable as an arbitral award, and that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 2.5 shall be borne pro rata as between the Seller Parties, on the one hand, and Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the Disputed Items weighted in relation to the claims made by the Seller Parties, on the one hand, and Buyer, on the other hand, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. (iii) Within five (5) business days, Business Days after the final determination of the definitive Earnout Statement with respect all Disputed Items as provided in Section 2.5(d)(ii), Buyer shall pay and deliver to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered Seller the Earnout Statement for such period to the Shareholders' Representative and ending on the date of payment pursuant to this Amount, if any, as provided in Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii2.5(b). (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (a) As Subsequent to the Closing, as soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are availablepracticable, but in no any event later than 30 days thereafter within five (or in 5) days, following the event of an Earnout Date Adjustment, within 75 days after the end filing of the calendar month in which the applicable Purchaser’s annual financial statements on SEC Form 10-K for each of fiscal years 2023, 2024 and 2025 (each, an “Earnout Calculation Period ended as a result of such Earnout Date AdjustmentYear”), Parent shall the Purchaser’s chief financial officer (the “CFO”) will prepare and deliver to the Shareholders' Purchaser Representative and the Company Representative (each, a “Representative Party”) a written statement (each, an “Earnout Statement”) setting forth the CFO’s determination in accordance with the terms of this Section 1.11 of the Revenue Target and EBITDA Target for such Earnout Year based on the financial statements included in such Form 10-K, and whether the Earnout Recipients are entitled to receive Earnout Shares for such Earnout Year. Each of the Purchaser Representative and the Company Representative will have fifteen (15) days after its receipt of an Earnout Statement to review it. To the extent reasonably required to complete their respective reviews of such Earnout Statement, the Purchaser and its Subsidiaries will provide each of the Purchaser Representative and the Company Representative and their respective Representatives with reasonable access to the books and records of the Purchaser and its Subsidiaries, their respective finance personnel and any other information that the Purchaser Representative or the Company Representative reasonably requests relating to the determination of the revenue and EBITDA and the amount of Earnout Shares awarded for such Earnout Year. In addition, and without limiting the foregoing, upon request of either the Purchaser Representative or the Company Representative, the CFO shall provide a written statement setting forth in reasonable detail the calculations calculation of Revenue Target and EBITDA Target, as set forth in Section 3.6 (the "Earnout Statement"). (b) After receipt of the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of the applicable Earnout Statement (provided that and reasonable documentary support reflecting the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to basis of such calculation. Either the Shareholders' Purchaser Representative providing such indemnification and other documentation as such accountants or the Company Representative may request). Unless the Shareholders' Representative delivers deliver written notice to Parent the CFO (by providing notice to the Purchaser to the attention of the CFO) and the other Representative Party on or prior to the 45th fifteenth (15th) day after the Shareholders' Representative's receipt of the an Earnout Statement specifying in reasonable detail all disputed any items it wishes to dispute and the basis therefor. If the Purchaser Representative or the Company Representative fails to deliver such written notice within such fifteen (15)-day-period, then such Representative Party will have waived its right (and, with respect to the Company Representative, the Shareholders' Representative shall be deemed to have accepted right of the Company Stockholders, and agreed with respect to the Purchaser Representative, the right of the Purchaser or its Subsidiaries) to contest such Earnout Statement and the calculations set forth therein of the Revenue Target or EBITDA Target, or the number of Earnout Shares awarded for such Earnout Year; in such case any applicable Earnout Shares will be issued by the Purchaser not later than the tenth (10th) day after receipt of the relevant Earnout Statement. If either the Shareholders' Purchaser Representative so notifies Parent or the Company Representative provides the CFO and the other Representative Party with written notice of the Shareholders' Representative's objection any objections to the Earnout StatementStatement in such fifteen (15)-day-period, Parent then the Company Representative and the Shareholders' Purchaser Representative shallwill, within 45 for a period of twenty (20) days following the date of delivery of such notice (the "Resolution Period")notice, attempt to resolve their differences and any written resolution by them as to any disputed amounts shall amount will be final, final and binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for all purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagement, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding and conclusive. If any amounts are referred to the Neutral Auditor, the term "Earnout Statement" as used in under this Agreement, shall mean the definitive and any applicable Earnout Statement resulting from the determinations made Shares will be issued by the Neutral Auditor in accordance with this section (in addition to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect to the Earnout Payment for the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be paid as soon as practicable, but in no event later than Purchaser within five (5) business days, days after the determination of the definitive Earnout Statement with respect to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on the date of payment such written resolution. If the Company Representative and the Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such notice by the other Representative Party, the “Independent Expert Notice Date”), the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 10.4. For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (i.e., no prior material business relationship with any Party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Company Representative, which appointment will be made no later than ten (10) days after the Independent Expert Notice Date; provided, that if the Independent Expert does not accept its appointment or if the Purchaser Representative and the Company Representative cannot agree on the Independent Expert, in either case within twenty (20) days after the Independent Expert Notice Date, either Representative Party may require, by written notice to the other Representative Party, that the Independent Expert be selected by the New York Regional Office of the AAA in accordance with the AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section 1.11. The Parties acknowledge that any information provided pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall 1.11 will be calculated based upon the definitive Earnout Statement; and (ii) with respect subject to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination confidentiality obligations of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii)5.15. (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (ai) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter Within sixty (or in the event of an Earnout Date Adjustment, within 75 60) days after the end of each Earnout Period (but, with respect to the calendar month in which Final Catch-Up Earnout Period, only if following the applicable completion of the Fourth Earnout Calculation Period ended as a result of such Earnout Date Adjustmentthe aggregate amounts payable under this Section 1.5 are less than $320,000,000), Parent the Buyer shall prepare and deliver to the Shareholders' Seller Representative a written statement (each, an “Earnout Statement”) setting forth Buyer’s good faith calculation of Net Revenue for such Earnout Period, any Current Period Payment in respect of such Earnout Period, any Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 1.5(c)(i) as a result of the calculations set forth Net Revenue for such Earnout Period, any Catch-Up Payments to be paid in accordance with Section 3.6 (1.5(c) upon payment of any Current Period Payment in respect of such Earnout Period or, if applicable, with respect to the "Final Catch-Up Earnout Statement"Period, any Final Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 1.5(d). (bii) After receipt of If the Seller Representative disagrees with an Earnout Statement, the Shareholders' Seller Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of such Earnout Statement to the Seller Representative (each, an “Earnout Objection Dispute”). During the thirty (30) day period of its review, the Seller Representative shall have 60 days reasonable access to review any documents, schedules or work papers used in the preparation of such Earnout Statement. Parent shall give The failure of the Shareholders' Seller Representative and its agents and representatives to deliver written notice of an Earnout Objection Dispute to Buyer within thirty (including accountants30) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the days after delivery of an Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers Statement to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Seller Representative shall be deemed to have accepted acceptance of such Earnout Statement and agreed agreement to the applicable Earnout Statement. If Amount by the Shareholders' Representative so notifies Parent of the Shareholders' Seller Representative's objection . (iii) Subject to the Earnout StatementSection 1.5(b)(ii), Parent Buyer and the Shareholders' Seller Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt shall negotiate in good faith to resolve their differences any Earnout Objection Dispute and any resolution agreed to in writing by them Buyer and the Seller Representative shall be final and binding upon the parties. If Buyer and the Seller Representative are unable to resolve all matters in an Earnout Objection Dispute within thirty (30) days of delivery of written notice of such Earnout Objection Dispute by the Seller Representative to Buyer, then the disputed matters shall be referred for final determination to the Accounting Arbitrator within fifteen (15) days thereafter. The Accounting Arbitrator shall be directed to only consider those items and amounts set forth on the applicable Earnout Statement as to any disputed amounts which Buyer and the Seller Representative have disagreed within the time periods and on the terms specified in Section 1.5(f)(ii) and this Section 1.5(f)(iii) and shall be final, binding directed to resolve all unresolved matters in the applicable Earnout Objection Dispute in accordance with the terms and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes provisions of this Agreement. The Neutral Auditor Accounting Arbitrator shall act be directed to deliver to Buyer and the Seller Representative, as an arbitrator promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any unresolved matters in the applicable Earnout Objection Dispute determined in accordance with the terms herein. The Accounting Arbitrator shall be directed to determine, select as a resolution for any unresolved matters in the applicable Earnout Objection Dispute a position within the range of values assigned to such Earnout Objection Dispute by Buyer and the Seller Representative (based solely on presentations and supporting material provided by Parent the parties and not pursuant to any independent review). Such report shall, absent manifest error, be final and binding upon all of the parties to this Agreement. Upon the agreement of Buyer and the Shareholders' RepresentativeSeller Representative or the decision of the Accounting Arbitrator, and not by independent reviewor if the Seller Representative fails to deliver written notice of disagreement to Buyer within the thirty (30) day period provided in Section 1.5(f)(ii), only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagementthe applicable Earnout Statement, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding and conclusive. If any amounts are referred as adjusted if necessary pursuant to the Neutral Auditor, the term "Earnout Statement" as used in terms of this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor in accordance with this section (in addition be deemed to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent for purposes of calculating the Earnout Amount pursuant to this Section 1.5. Buyer and the Seller Representative shall each be responsible for the fees and expenses of the Accounting Arbitrator pro rata, as between Buyer, on the one hand, and the Principals, on the other hand, in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect proportion to the Earnout Payment for relative difference between the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after positions taken by Buyer and the Seller Representative compared to the determination of the definitive Accounting Arbitrator, with the fees and expenses for which the Principals are responsible to be payable solely out of any Earnout Statement with respect Amounts to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period be paid to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii)Principals. (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (ai) As soon as practicable following Within thirty (30) days after the date upon end of each calendar month during the Initial Earnout Period (except the month which Parent's audited financial statements is the last month of the Initial Earnout Period), Buyer shall deliver to Company, for the fiscal year ending information purposes only, a statement as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter such month containing its estimate of gross revenue of the Business for such month. (or in the event of an Earnout Date Adjustment, within 75 days ii) Within ten (10) Business Days after the end of each of the calendar month in which Initial Earnout Period and the Subsequent Earnout Period, as applicable, Buyer shall deliver to the Company a statement setting forth its calculation of the Initial Earnout Consideration or the Subsequent Earnout Consideration, as applicable, including, Buyer’s applicable revenue calculations (the “Earnout Statement”). During the ten (10)-Business Day period following delivery of the applicable Earnout Calculation Period ended as a result Statement to the Company, Buyer shall provide to the Company such documents and records related to the preparation of such Earnout Date Adjustment), Parent shall prepare Statement as may be reasonably requested in order to permit the Company and deliver its Representatives to complete its review of the Shareholders' Representative a written statement setting forth the calculations set forth in Section 3.6 (the "Earnout Statement"). (biii) After Within ten (10) Business Days after its receipt of the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared Company may either inform Buyer in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of writing that the Earnout Statement is acceptable or object thereto in writing, setting forth its objections (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request“Earnout Dispute Notice”). Unless Any Earnout Dispute Notice shall specify in reasonable detail the Shareholders' Representative nature and dollar amount of any objections so asserted. If the Company delivers written notice to Parent an Earnout Dispute Notice and Buyer does not resolve all of the Company’s objections on or prior to the 45th day a mutually agreeable basis within thirty (30) days after the Shareholders' Representative's Buyer’s receipt of the Earnout Statement specifying in reasonable detail all disputed items Dispute Notice, then any objections as to which Buyer and the basis therefor, the Shareholders' Representative Company cannot agree upon shall be deemed submitted by either Buyer or the Company to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Independent Accounting Firm”). The Independent Accounting Firm shall have accepted the power, authority and agreed duty to resolve any outstanding objections in the Earnout Statement. If Dispute Notice and the Shareholders' Representative so notifies Parent decision of the Shareholders' Representative's objection to Independent Accounting Firm shall be final and binding upon the parties. Upon the agreement of the Company and Buyer or the decision of the Independent Accounting Firm, the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"as adjusted in accordance with this Section 2.6(c), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagementnecessary, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding final and conclusive. If any amounts are the Company fails to deliver an Earnout Dispute Notice to Buyer within the first ten (10) Business-Day period referred to the Neutral Auditorabove, the term "Earnout Statement" Statement as used delivered by Buyer shall be final and binding on the parties. (iv) In resolving any disputed items in an Earnout Dispute Notice, the Independent Accounting Firm (A) shall be bound by the provisions of this Section 2.6(c), (B) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either the Company or Buyer, as the case may be, (C) shall restrict its decision to such items included in the Earnout Dispute Notice which are then in dispute, (D) may review only the written presentations of the Company and Buyer, which shall be in accordance with the guidelines and procedures set forth in this Agreement, in resolving any matter which is in dispute (i.e., not on the basis of an independent review), and (E) shall mean render its decision in writing within thirty (30) days after the definitive Earnout Statement resulting from disputed items have been submitted to it. The fees, costs and expenses of the determinations made Independent Accounting Firm shall be borne by the Neutral Auditor in accordance with this section (in addition to those items theretofore agreed to by Parent Buyer and the Shareholders' Representative) and appropriate adjustments shall be made Company in proportion to the calculations aggregate amount of the objections in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent Dispute Notice resolved in accordance with 3.7(a), with any amounts favor of the Company compared to be paid by Parent to be as follows:the aggregate amount of the objections resolved in favor of Buyer. (iv) with respect to the Any Earnout Payment for the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be Consideration paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) 2.6 shall be calculated based upon the definitive Earnout Statement; and (ii) with respect treated as an adjustment to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii)Aggregate Consideration. (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (ai) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter Within sixty (or in the event of an Earnout Date Adjustment, within 75 60) days after the end of the calendar month in which the applicable each Earnout Calculation Period ended as a result of such Earnout Date Adjustment)Period, Parent Buyer shall prepare and deliver to the Shareholders' Members’ Representative a written statement (each, an “Earnout Statement”) setting forth Buyer’s good faith calculation of Patriot Net Revenue for such Earnout Period, any Current Year Payment in respect of such Earnout Period, any Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 2.5(a)(ii) as a result of the calculations set forth Patriot Net Revenue for such Earnout Period and any Catch-Up Payments to be paid in accordance with Section 3.6 (the "2.5(a)(iii) upon payment of any Current Year Payment in respect of such Earnout Statement")Period. (bii) After receipt of If the Members’ Representative disagrees with an Earnout Statement, the Shareholders' Members’ Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of such Earnout Statement to the Members’ Representative (each, an “Earnout Objection Disputes”). During the thirty (30) day period of its review, the Members’ Representative shall have 60 days reasonable access to review any documents, schedules or work papers used in the preparation of such Earnout Statement. Parent shall give The failure of the Shareholders' Members’ Representative and its agents and representatives to deliver written notice of an Earnout Objection Dispute to Buyer within thirty (including accountants30) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the days after delivery of an Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers Statement to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Members’ Representative shall be deemed to have accepted acceptance of such Earnout Statement and agreed agreement to the applicable Earnout Statement. If Amount by the Shareholders' Representative so notifies Parent of the Shareholders' Members’ Representative's objection . (iii) Subject to the Earnout StatementSection 2.5(b)(ii), Parent Buyer and the Shareholders' Members’ Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt shall negotiate in good faith to resolve their differences any Earnout Objection Dispute and any resolution agreed to in writing by them Buyer and the Members’ Representative shall be final and binding upon the parties. If Buyer and the Members’ Representative are unable to resolve all matters in an Earnout Objection Dispute within thirty (30) days of delivery of written notice of such Earnout Objection Dispute by the Members’ Representative to Buyer, then the disputed matters shall be referred for final determination to the Accounting Arbitrator within fifteen (15) days thereafter. The Accounting Arbitrator shall be directed to only consider those items and amounts set forth on the applicable Earnout Statement as to any disputed amounts which Buyer and the Members’ Representative have disagreed within the time periods and on the terms specified in Section 2.5(b)(ii) and Section 2.5(b)(iii) and shall be final, binding directed to resolve all unresolved matters in the applicable Earnout Objection Dispute in accordance with the terms and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes provisions of this Agreement. The Neutral Auditor Accounting Arbitrator shall act be directed to deliver to Buyer and the Members’ Representative, as an arbitrator promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any unresolved matters in the applicable Earnout Objection Dispute determined in accordance with the terms herein. The Accounting Arbitrator shall be directed to determine, select as a resolution for any unresolved matters in the applicable Earnout Objection Dispute a position within the range of values assigned to such Earnout Objection Dispute by Buyer and the Members’ Representative (based solely on presentations and supporting material provided by Parent the parties and not pursuant to any independent review). Such report shall, absent manifest error, be final and binding upon all of the parties to this Agreement. Upon the agreement of Buyer and the Shareholders' RepresentativeMembers’ Representative or the decision of the Accounting Arbitrator, and not by independent reviewor if the Members’ Representative fails to deliver written notice of disagreement to Buyer within the thirty (30) day period provided in Section 2.5(b)(ii), only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagementthe applicable Earnout Statement, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding and conclusive. If any amounts are referred as adjusted if necessary pursuant to the Neutral Auditor, the term "Earnout Statement" as used in terms of this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor in accordance with this section (in addition be deemed to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent for purposes of calculating the Earnout Amount pursuant to this Section 2.5. Buyer and the Members’ Representative shall each be responsible for the fees and expenses of the Accounting Arbitrator pro rata, as between Buyer, on the one hand, and the Members’, on the other hand, in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect proportion to the Earnout Payment for relative difference between the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after positions taken by Buyer and the Members’ Representative compared to the determination of the definitive Accounting Arbitrator, with the fees and expenses for which the Members are responsible to be payable solely out of any Earnout Statement with respect Amounts to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period be paid to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii)Members. (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. (ai) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter Within sixty (or in the event of an Earnout Date Adjustment, within 75 60) days after the end of the calendar month in which the applicable each Growth Earnout Calculation Period ended as a result of such Earnout Date Adjustment)Period, Parent Purchaser shall prepare and deliver to the Shareholders' Representative a written statement (each, an “Earnout Statement”) setting forth the calculations set forth Purchaser’s good faith calculation of Net Revenue for such Growth Earnout Period and any Growth Earnout Period Payment in Section 3.6 (the "respect of such Growth Earnout Statement")Period. (bii) After receipt of If the Representative disagree with an Earnout Statement, the Shareholders' Representative shall notify Purchaser in writing of such disagreement within thirty (30) days after delivery of such Earnout Statement to the Representative (each, an “Earnout Objection Dispute”). During the thirty (30)-day period of its review, the Representative shall have 60 days reasonable access to review any documents, schedules or work papers used in the preparation of such Earnout Statement. Parent shall give The failure of the Shareholders' Representative and its agents and representatives to deliver written notice of an Earnout Objection Dispute to Purchaser within thirty (including accountants30) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the days after delivery of an Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers Statement to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted acceptance of such Earnout Statement and agreed agreement to the applicable Growth Earnout Statement. If Period Payment by the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection . (iii) Subject to the Earnout StatementSection 1.11(d)(ii), Parent Purchaser and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt shall negotiate in good faith to resolve their differences any Earnout Objection Dispute and any resolution agreed to in writing by them Purchaser and the Representative shall be final and binding upon the Parties. If Purchaser and the Representative are unable to resolve all matters in an Earnout Objection Dispute within thirty (30) days of delivery of written notice of such Earnout Objection Dispute by the Representative to Purchaser, then the disputed matters shall be referred for final determination to the Accounting Firm within fifteen (15) days thereafter. The Accounting Firm shall be directed to only consider those items and amounts set forth on the applicable Earnout Statement as to any disputed amounts which Purchaser and the Representative have disagreed within the time periods and on the terms specified in Section 1.11(d)(ii) and this Section 1.11(d)(iii) and shall be final, binding directed to resolve all unresolved matters in the applicable Earnout Objection Dispute in accordance with the terms and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes provisions of this Agreement. The Neutral Auditor Accounting Firm shall act be directed to deliver to Purchaser and the Representative, as an arbitrator promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any unresolved matters in the applicable Earnout Objection Dispute determined in accordance with the terms herein. The Accounting Firm shall be directed to determine, select as a resolution for any unresolved matters in the applicable Earnout Objection Dispute a position within the range of values assigned to such Earnout Objection Dispute by Purchaser and the Representative (based solely on presentations and supporting material provided by Parent the Parties and not pursuant to any independent review). Such report shall, absent manifest error, be final and binding upon all of the parties to this Agreement. Upon the agreement of Purchaser and the Shareholders' RepresentativeRepresentative or the decision of the Accounting Firm, and not by independent reviewor if the Representative fails to deliver written notice of disagreement to Purchaser within the thirty (30)-day period provided in Section 1.11(d)(ii), only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagementthe applicable Earnout Statement, shall be set forth in a written statement delivered to Parent and the Shareholders' Representative and shall be final, binding and conclusive. If any amounts are referred as adjusted if necessary pursuant to the Neutral Auditor, the term "Earnout Statement" as used in terms of this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor in accordance with this section (in addition be deemed to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent for purposes of calculating the Growth Earnout Period Payment pursuant to this Section 1.11. Purchaser and the Sellers shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between Purchaser, on the one hand, and the Sellers, on the other hand, in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect proportion to the Earnout Payment for relative difference between the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after positions taken by Purchaser and the Representative compared to the determination of the definitive Earnout Statement with respect to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii)Accounting Firm. (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.

Earnout Statement. For each Earnout Payment (aother than an Accelerated Earnout Payment), within ninety (90) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as days of the end of the Earnout Period relating thereto, Buyer shall deliver to Seller a written statement used to calculate such Earnout Payment (each applicable earnout an “Earnout Statement”), and shall promptly supply to Seller documentation and materials supporting the Earnout Statement upon request by Seller. Within twenty (20) days after receipt of such Earnout Statement (the “Objection Period”), Seller may deliver to Buyer a written statement (an “Objection”) setting forth requests for further information and/or any disagreement with such calculation. If Seller does not submit an Objection the Objection Period, then the Earnout Payment(s), as set forth in the Earnout Statement from Buyer and based on the written calculation period are availableprovided, shall be final and deemed binding upon the parties. If Seller does not deliver an Objection, Buyer shall pay, or cause to be paid, such Earnout Payment to Seller in accordance with this Section 2.6 after completion of the Objection Period, but in no event later than 30 thirty (30) days thereafter (or in the event of an Earnout Date Adjustmentthereafter, within 75 days after the end of the calendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment), Parent shall prepare and deliver to the Shareholders' Representative a written statement setting forth the calculations set forth in Section 3.6 (the "Earnout Statement"). (b) After receipt of the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted and agreed to the Earnout Statement. If the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection to the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be made within 30 days by wire transfer of its engagementimmediately available funds an amount equal to any such Earnout Payment. If after endeavoring in good faith the parties are unable to resolve the amount of Earnout Revenue, the parties shall promptly thereafter retain an independent accounting firm of recognized international standing that is not the auditor of either the Seller or Parent or Buyer (the “Arbiter”) to resolve any remaining disputes related to the amount of Earnout Revenue. The dispute, including the amount of any Earnout Revenue, shall be set forth in a written statement delivered decided by such Arbiter within thirty (30) days of submitting such dispute to Parent and the Shareholders' Representative Arbiter and shall be final, conclusive and binding on Seller and conclusive. If any amounts are referred to the Neutral Auditor, the term "Earnout Statement" as used in this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Neutral Auditor in accordance with this section (in addition to those items theretofore agreed to by Parent and the Shareholders' Representative) and appropriate adjustments shall be made to the calculations in Section 3.6 to reflect any differences between the definitive Earnout Statement and the Earnout Statement delivered by Parent in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (i) with respect to the Earnout Payment for the earnout calculation period ending December 31, 2010 (as such date may be extended as a result of an Earnout Date Adjustment), (A) 50% of such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to such earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii). (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Second Deferred Payment, in each case as set forth in the provisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) Buyer and Parent's obligation to make any such payments shall be deferred pending resolution of such dispute.