Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by each Party in accordance with a percentage amount determined by dividing, with respect to each Party, # the portion of Disputed Amounts not awarded to such Party, by # the aggregate amount of all Disputed Amounts.

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Stockholder Representative (on behalf of the Company Stockholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by Stockholder Representative and Parent. Any such fees and expenses payable by Stockholder Representative shall be paid from the Stockholder Representative Escrow Fund to the extent available.

Section # Independent Accountant. “Independent Accountant” shall have the meaning set forth in [Section 3.11(c)(iii)] hereof.

The parties must promptly supply the Independent Accountant with any information, assistance and cooperation requested in writing by the Independent Accountant in connection with its determination. All correspondence between the Independent Accountant and a party must be copied to the other parties.

“Independent Accountant” shall mean an independent certified public accountant or firm of independent certified public accountants selected by the Company and approved by the Agency (such approval not to be unreasonably withheld or delayed).

The Independent Accountant must be agreed by the Vendor and the Purchaser. If the Vendor and the Purchaser cannot agree on the Independent Accountant within five Business Days of the Vendor giving its EA Response to the Purchaser, then either the Vendor or the Purchaser may request that the RI Chair nominates the Independent Accountant.

“Independent Accountant” means BDO USA, LLP, or, if BDO USA, LLC is not able to serve as the Independent Accountant, another nationally or regionally recognized independent accounting firm mutually agreed to by Seller Stockholder Representative and Buyer; provided, however, that in the event Seller Stockholder Representative and Buyer are unable to agree on such independent accounting firm, the firms designated by Seller Stockholder Representative and Buyer shall together appoint the independent accounting firm to serve as the Independent Accountant.

if the Independent Accountant resolves all of the remaining objections in favor of the Buyer, the Sellers will be responsible for all of the fees and expenses of the Independent Accountant;

If the RI Chair nominates a list of persons to be the Independent Accountant rather than one particular person, the first person named on that list will be the Independent Accountant.

a description of the Disputed Matters to be resolved by the Independent Accountant; and