This excerpt taken from the IFLG 8-K filed May 8, 2008.
3. Computation of Gross Revenue.
(a) Calculation of Gross Revenue. The components of Gross Revenue for the Earn Out Period shall be determined in accordance with GAAP and shall be calculated as set forth on
(b) Time of Determination.
(i) The Company shall prepare or cause to be prepared and delivered to Seller, within 90 days after the end of each of the First Earn Out Period and the Second Earn Out Period, a written statement setting forth the computation of Gross Revenue (including, with respect to the Second Earn Out Period, the Cumulative Gross Revenue) for the applicable Earn Out Period in sufficient detail to permit Seller to confirm that such calculations have been made in accordance with this Agreement (the Earn Out Statement). Seller may provide written notice of objection to the Companys determination of Gross Revenue and/or Cumulative Gross Revenue within 30 days after receipt of the Earn Out Statement by Seller, which notice shall state in reasonable detail the specific reasons for its objection. If Seller does not provide timely notice of objection as provided above, then Gross Revenue and/or Cumulative Gross Revenue for the applicable Earn Out Period calculated by the Company as set forth in the Earn Out Statement shall be binding and conclusive on the parties. During such 30 day period and during any period in which the calculation of Gross Revenue and/or Cumulative Gross Revenue for the applicable Earn Out Period and payment of the First Earn Out Amount, the Second Earn Out Amount and/or the Additional Earn Out Amount is in dispute between Seller and the Company, Seller, or its agents, upon reasonable written notice to the Company, shall have reasonable access during regular business hours, to inspect and audit all records of the Business used by the Company in calculating Gross Revenue and/or Cumulative Gross Revenue for the applicable Earn Out Period.
(ii) If Seller provides the Company with notice of objection pursuant to (i) above within 30 days after receipt of the Earn Out Statement by Seller, the Company and Seller shall attempt in good faith to reach an agreement as to the issues in dispute. If the parties fail to resolve all such disagreements within 15 Business Days after the Companys receipt of the notice of objection (or such longer period as mutually agreed upon by the parties), then any issues remaining in dispute may thereafter be submitted by either Seller or the Company to a recognized independent accounting firm mutually agreed upon by the parties (the Dispute Auditors). The Company and Seller shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary to cooperate with the Dispute Auditors in its resolution of the issues remaining in dispute, including furnishing to the Dispute Auditors such work papers and other documents and information relating to the disputed issues as the Dispute Auditors may reasonably request. The determination of Gross Revenue and/or Cumulative Gross Revenue for the applicable Earn Out Period by the Dispute Auditors shall be set forth in a notice to be delivered to Seller and the Company within 45 days of the submission to the Dispute Auditors of the issues remaining in dispute, and such determination shall be binding and conclusive on the parties as to the amount of Gross Revenue and/or Cumulative Gross Revenue for the applicable Earn Out Period. The fees and expenses of the Dispute Auditors incurred for such determination shall be equitably apportioned based upon the extent to which Seller or the Company is determined by the Dispute Auditors to be the prevailing party in such determination.