Common use of Financial Issue Resolution Process Clause in Contracts

Financial Issue Resolution Process. Disputes between FSAC and the Shareholders’ Representative, that cannot be resolved by negotiation within thirty (30) days after receipt by FSAC of the Shareholders’ Representative’s notice in accordance with Sections 2.2(c) or 2.3(d) shall be referred no later than such 30th day for decision to a nationally-recognized independent public accounting firm mutually selected by the Shareholders’ Representative and FSAC (which firm shall not be either (a) RSM McGladrey or (b) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and provided that each party discloses to the other parties any pre-existing relationships with any accounting firms prior to the mutual selection of an accounting firm) (the “Auditor”) who shall act as arbitrator and determine, based solely on presentations by the Shareholders’ Representative and FSAC and only with respect to the remaining differences so submitted. If such accounting firm cannot be identified within ten (10) business days after the identification of the need for dispute resolution, the dispute shall be resolved in accordance with Section 11.11. The Auditor shall deliver its written determination to FSAC and the Shareholders’ Representative no later than the 30th day after the remaining differences underlying the dispute are referred to the Auditor, or such longer period of time as the Auditor determines is necessary. The Auditor’s determination shall be conclusive and binding upon the parties. The fees and disbursements of the Auditor shall be allocated equally between FSAC and the Shareholders’ Representative. FSAC and the Shareholders shall make readily available to the Auditor all relevant information, books and records and any work papers relating to the dispute and all other items reasonably requested by the Auditor. In no event may the Auditor’s resolution of any difference be for an amount that is outside the range of FSAC’s and the Shareholders’ Representative’s disagreement.

Financial Issue Resolution Process. Disputes between FSAC ICF and the Shareholders’ Representative, Shareholder’s Representative that cannot be resolved by negotiation within thirty (30) days after receipt by FSAC ICF of the Shareholders’ Shareholder’s Representative’s notice in accordance with Sections 2.2(c2.2(b) or 2.3(d) shall be referred no later than such 30th day for decision to RSM McGladrey, provided if at such time they serve as the independent public accountants of ICF or are otherwise unavailable for any reason, then to a nationally-recognized independent public accounting firm mutually selected by the Shareholders’ Shareholder’s Representative and FSAC ICF (which firm shall not be either (a) RSM McGladrey the independent public accountants of ICF or (b) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and provided that each party discloses to the other parties any pre-existing relationships with any accounting firms independent public accountants used by Caliber prior to the mutual selection of an accounting firmClosing Date) (the “Auditor”) who shall act as arbitrator and determine, based solely on presentations by the Shareholders’ Shareholder’s Representative and FSAC ICF and only with respect to the remaining differences so submitted. If RSM McGladrey is ineligible to serve or is otherwise unavailable and such an alternate accounting firm cannot be identified within ten (10) business days after the identification of the need for dispute resolution, the dispute shall be resolved in accordance with Section 11.11. The Auditor shall deliver its written determination to FSAC ICF and the Shareholders’ Shareholder’s Representative no later than the 30th day after the remaining differences underlying the dispute are referred to the Auditor, or such longer period of time as the Auditor determines is necessary. The Auditor’s determination shall be conclusive and binding upon the parties. The fees and disbursements of the Auditor shall be allocated equally between FSAC ICF and the Shareholders’ Shareholder’s Representative. FSAC ICF and the Shareholders Shareholder shall make readily available to the Auditor all relevant information, books and records and any work papers relating to the dispute and all other items reasonably requested by the Auditor. In no event may the Auditor’s resolution of any difference be for an amount that is outside the range of FSACICF’s and the Shareholders’ Shareholder’s Representative’s disagreement.

Financial Issue Resolution Process. Disputes between FSAC SolarWinds and the Shareholders’ Representative, Equity Holder Representative regarding the Final Working Capital Amount that cannot be resolved by negotiation within thirty (30) calendar days after receipt by FSAC SolarWinds of the Shareholders’ Equity Holder Representative’s notice in accordance with Sections 2.2(cSection 3.2(b) or 2.3(d) above shall be referred by SolarWinds and the Equity Holder Representative, no later than such 30th day calendar day, for decision to a nationally-nationally recognized independent public accounting firm mutually selected by acceptable to the Shareholders’ Equity Holder Representative and FSAC (which firm shall not be either (a) RSM McGladrey or (b) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and provided that each party discloses to the other parties any pre-existing relationships with any accounting firms prior to the mutual selection of an accounting firm) SolarWinds (the “Auditor”) who ), which shall act as arbitrator and determinedetermine a resolution of the dispute, based solely on presentations by the Shareholders’ Equity Holder Representative and FSAC SolarWinds and only with respect to the remaining differences so submitted. If such accounting firm cannot be identified within ten (10) business days after the identification of the need for dispute resolution, the dispute shall be resolved in accordance with Section 11.11. The Auditor shall deliver its written determination to FSAC SolarWinds and the Shareholders’ Equity Holder Representative no later than the 30th calendar day after the remaining differences underlying the dispute are referred to the Auditor, or such longer period of time as the Auditor determines is necessary. The Auditor’s determination shall be conclusive final and binding upon the partiesParties and not subject to appeal. The fees Auditor will determine the allocation of its fees, costs and disbursements expenses in determining the Final Working Capital Amount based upon the percentage which the portion of the Auditor shall be allocated equally between FSAC contested amount not awarded to each Party bears to the amount actually contested by such Party. SolarWinds and the Shareholders’ Representative. FSAC and the Shareholders Equity Holder Representative shall make readily available to the Auditor all relevant information, books and books, records and any work papers relating to the dispute and all other items reasonably requested by the AuditorAuditor (excluding documents subject to the attorney-client privilege). In no event may the Auditor’s resolution of any difference be for an amount that is outside the range of FSAC’s SolarWinds’ and the Shareholders’ Equity Holder Representative’s disagreement.

Financial Issue Resolution Process. Disputes between FSAC SolarWinds and the Shareholders’ Representative, Equity Holder Representatives regarding the Final Working Capital Amount that cannot be resolved by negotiation within thirty (30) calendar days after receipt by FSAC SolarWinds of the ShareholdersEquity Holder Representatives’ Representative’s notice in accordance with Sections 2.2(cSection 3.2(b) or 2.3(d) above shall be referred by SolarWinds and the Equity Holder Representatives, no later than such 30th day calendar day, for decision to a nationally-nationally recognized independent public accounting firm mutually selected by the Shareholders’ Representative and FSAC (which firm shall not be either (a) RSM McGladrey or (b) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and provided that each party discloses acceptable to the other parties any pre-existing relationships with any accounting firms prior to the mutual selection of an accounting firm) Equity Holder Representatives and SolarWinds (the “Auditor”) who ), which shall act as arbitrator and determinedetermine a resolution of the dispute, based solely on presentations by the Shareholders’ Representative Equity Holder Representatives and FSAC SolarWinds and only with respect to the remaining differences so submitted. If such accounting firm cannot be identified within ten (10) business days after the identification of the need for dispute resolution, the dispute shall be resolved in accordance with Section 11.11. The Auditor shall deliver its written determination to FSAC SolarWinds and the Shareholders’ Representative Equity Holder Representatives no later than the 30th calendar day after the remaining differences underlying the dispute are referred to the Auditor, or such longer period of time as the Auditor determines is necessary. The Auditor’s determination shall be conclusive final and binding upon the partiesParties and not subject to appeal. The fees Auditor will determine the allocation of its fees, costs and disbursements expenses in determining the Final Working Capital Amount based upon the percentage which the portion of the Auditor shall be allocated equally between FSAC contested amount not awarded to each Party bears to the amount actually contested by such Party. SolarWinds and the Shareholders’ Representative. FSAC and the Shareholders Equity Holder Representatives shall make readily available to the Auditor all relevant information, books and books, records and any work papers relating to the dispute and all other items reasonably requested by the AuditorAuditor (excluding documents subject to the attorney-client privilege). In no event may the Auditor’s resolution of any difference be for an amount that is outside the range of FSAC’s SolarWinds’ and the ShareholdersEquity Holder Representatives’ Representative’s disagreement.