Common use of Calculation of Third Year EBITDA Clause in Contracts

Calculation of Third Year EBITDA. Team shall determine the Third Year EBITDA based on its audited financial statements within 75 days following May 31, 2014 and results thereof shall be forwarded to the Class B Stockholder Representative along with a copy of such accounting records and other information as is reasonably necessary to support Team’s calculations of the Third Year EBITDA (the “Supporting Data”). During the determination or thereafter until the Third Year EBITDA amount is finally resolved, if the Class B Stockholder Representative requests, Team shall promptly provide the Class B Stockholder Representative with total and complete access to Quest Group financial and business records, subject only to a confidentially agreement of a standard form required of Team senior management. The Class B Stockholder Representative shall review the calculation of the Third Year EBITDA, and within 30 days after delivery thereof notify Team in wiring of any disagreement with such calculation. If within such 30 days following delivery the Class B Stockholder Representative does not object in writing thereto, then Team’s determination of the Third Year EBITDA shall be conclusive. If the Class B Stockholder Representative objects in writing to Team’s computation, then Team and the Class B Stockholder Representative shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within 20 days, then the matter shall be submitted to the Third Party Accountant within 15 days of such failure to agree. If the parties agree on a Third Party Accountant, such Third Party Accountant will deliver to Team and the Class B Stockholder Representative a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Third Party Accountant by Team and the Class B Stockholder Representative) of the disputed items within 30 days (unless such period is extended by the consent of both Team and the Class B Stockholder Representative ) of receipt of notification of the disputed items. Such Third Party Accountant’s determination of such Third Year EBITDA shall be conclusive and binding upon the parties for the purposes for which such determination was made. If Team and the Class B Stockholder Representative are unable to agree upon a single Third Party Accountant within such fifteen (15) day period, then either such party may call for the appointment of a third party accountant by giving notice to the other. Each such party shall then designate a third party accountant within fifteen (15) days of the date of such notice. If either such party fails to designate a third party accountant, the third party accountant selected by the other shall be the Independent Accountant for purposes of this Article 4. If each such party designates a third party accountant, the third party accountants appointed by Team and the Class B Stockholder Representative shall select a third third-party accountant within thirty (30) days after either such party calls for the appointment of a third party accountant and such third third-party accountant shall be the Third Party Accountant for purposes of this Article 4. All fees and expenses relating to appointment of the Third Party Accountant and the work, if any, to be performed by the Third Party Accountant will be borne equally by (i) Team and (ii) the holders of the Class B Stock as a group. No part of the cost of the Third Party Accountant shall be charged to the Company or Quest. The Third Party Accountant will deliver to Team and the Class B Stockholder Representative a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Third Party Accountant by Team and the Class B Stockholder Representative) of the disputed items within 30 days (unless such period is extended by the consent of both Team and the Class B Stockholder Representative) of receipt of notification of the disputed items. Such Third Party Accountant’s determination of such Third Year EBITDA shall be conclusive and binding upon the parties for the purposes for which such determination was made.