Selected Firm. Emmis and Sinclair will cooperate with the Selected Firm during the term of its engagement. The matters to be resolved by the Selected Firm will be limited to the items specified in the Notice of Disagreement. The resolution of any such disputed item by the Selected Firm will not be more favorable to Sinclair than the amount set forth in the Preliminary Closing Statement or more favorable to Emmis than set forth in the Notice of Disagreement with respect to such item. The Selected Firm’s determination will be based upon such evidence as the Selected Firm reasonably requires in order to reach a decision with respect to the disputed items specified in the Notice of Disagreement, including such reasonable independent review as the Selected Firm may require; provided, that that the Final Closing Statement and the determination of the Final Net Working Capital will become final and binding on the Parties and nonappealable, on the date the Selected Firm delivers its final resolution in writing to the Parties (which final resolution will be delivered promptly following referral by Emmis or Sinclair of such dispute and in any event not more than 45 days following the selection of the Selected Firm). The fees and expenses of the Selected Firm will be borne by the parties as designated by the Selected Firm, which designation will be based upon the inverse proportion of the dollar value of the disputed items resolved in favor of such party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses).

Unresolved Disputed Items. If Emmis and Sinclair, after working together diligently and in good faith to resolve all disputed items, fail to resolve any of the disputed items set forth in the Notice of Disagreement within 30 days after Sinclair’s receipt of the Notice of Disagreement, Emmis, on the one hand, or Sinclair, on the other hand, may refer any unresolved disputed items to Deloitte LLP or such other independent accounting firm of national or regional recognized standing as Emmis and Sinclair may mutually agree (the “Selected Firm”) to make a final determination with respect to only such disputed items. The Selected Firm’s determination of such disputed items in accordance with [Section 8.6], or as to which Emmis and Sinclair have previously agreed, together with those aspects of the Preliminary Closing Statement as to which no objection was made, collectively will be the “Final Closing Statement”, and will be binding upon the Parties and will be nonappealable. The final amount of Net Working Capital (the “Final Net Working Capital ”), will be determined pursuant to [Section 8.6(a)], [Section 8.6(b)] and [Section 8.6(c)].