Resolution of Disputed Items. After the completion and delivery of the proposed Final Settlement Statement, the Parties shall negotiate in good faith to attempt to reach an agreement in writing on the amount due with respect to any disputed items included in the Dispute Notice. If the Parties agree in writing on the amount due with respect to any disputed items in the proposed Final Settlement Statement, and any payment in cash is required, the Party owing such cash will pay the amount of such cash to the other Party in the time period provided in Section 2.5(b). If the Parties are unable to agree in writing on the adjustment amount with respect to any disputed items in the proposed Final Settlement Statement within thirty (30) days after Seller receive Buyer’s written Dispute Notice, then Buyer and Seller shall engage an independent national accounting firm mutually agreed upon by the Parties (the “Accounting Consultant”) to exclusively and finally resolve any such disputed matters set forth in the Dispute Notice in accordance with the terms of this Agreement. Each of Buyer and Seller shall within fifteen (15) Business Days after either Party’s written request for arbitration summarize its position with regard to such dispute in a written document and submit such summaries to the Accounting Consultant, together with a copy of the Dispute Notice, the Final Settlement Statement, this Agreement and any other documentation such Party may desire to submit. If there is more than one or more Dispute Notice or disputed matter, all such disputes shall be consolidated into the same arbitration process pursuant to this Section 2.5(c). The Parties shall cooperate diligently with any reasonable request of the Accounting Consultant in an effort to resolve the matters submitted to the Accounting Consultant as soon as reasonably possible after the Accounting Consultant is engaged. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the Parties concerning the determination required under this Section 2.5(c). All communications between any Party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other Parties in the same manner, or at a meeting or conference call to which each of the Parties and their respective Representatives have been invited and of which such Parties have been provided at least five (5) days’ written notice. In no event shall the Accounting Consultant select an adjustment amount to the Purchase Price # for any upward adjustment that is greater than Seller’s proposed amount or less than Buyer’s proposed amount or # for any downward adjustment that is greater than Buyer’s proposed amount or less than Seller’s proposed amount. Within thirty (30) days after receipt of such materials from the Parties and after receipt of any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with the terms of this Agreement and shall be final and binding upon the Parties, without right of appeal, absent Fraud or manifest error. The Accounting Consultant may not award damages, interest or penalties to either Buyer or Seller with respect to any matter. Seller and Buyer shall each bear their own respective legal fees and other costs of presenting its case. Seller shall bear fifty percent (50%) and Buyer shall bear fifty percent (50%) of the costs and expenses of the Accounting Consultant.

Resolution of Disputed Items. After the completion and delivery of the proposed Final Settlement Statement, the Parties shall negotiate in good faith to attempt to reach an agreement in writing on the amount due with respect to any disputed items included in the Dispute Notice. If the Parties agree in writing on the amount due with respect to any disputed items in the proposed Final Settlement Statement, and any payment 1">in cash1">adjustment is required, the Party owing 3">such cash3">payment will pay5"> the amount of such cash to the other Party in the time period provided in Section 2.7">5(7">4(b). If the Parties are unable to agree in writing on the 9">adjustment amount11"> due with respect to any disputed items in the proposed Final Settlement Statement within thirty (30) days after Seller 13">receive13">receives Buyer’s written Dispute Notice, then Buyer and Seller shall engage an independent national accounting firm mutually agreed upon by the Parties (the “Accounting Consultant”) to exclusively and finally resolve any such disputed matters set forth in the Dispute Notice in accordance with the terms of this Agreement. Each of Buyer and Seller shall within fifteen (15) Business Days after either Party’s written request for arbitration summarize its position with regard to such dispute in a written document and submit such summaries to the Accounting Consultant, together with a copy of the Dispute Notice, the Final Settlement Statement, this Agreement and any other documentation such Party may desire to submit. If there is more than one or more Dispute Notice or disputed matter, all such disputes shall be consolidated into the same arbitration process pursuant to this Section 2.15">5(15">4(c). The Parties shall cooperate diligently with any reasonable request of the Accounting Consultant in an effort to resolve the matters submitted to the Accounting Consultant as soon as reasonably possible after the Accounting Consultant is engaged. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the Parties concerning the determination required under this Section 2.17">5(17">4(c). All communications between any Party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other Parties in the same manner, or at a meeting or conference call to which each of the Parties and their respective Representatives have been invited and of which such Parties have been provided at least five (5) days’ written notice. In no event shall the Accounting Consultant select an 19">adjustment amount21"> to the Purchase Price # for any upward adjustment23"> to the Purchase Price that is greater than Seller’s proposed amount or less than Buyer’s proposed amount or # for any downward adjustment25"> to the Purchase Price that is greater than Buyer’s proposed amount or less than Seller’s proposed amount. Within thirty (30) days after receipt of such materials from the Parties and after receipt of any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with the terms of this Agreement and shall be final and binding upon the Parties, without right of appeal, absent Fraud or manifest error. The Accounting Consultant may not award damages, interest or penalties to either Buyer or Seller with respect to any matter. Seller and Buyer shall each bear their own respective legal fees and other costs of presenting its case. Seller shall bear fifty percent (50%) and Buyer shall bear fifty percent (50%) of the costs and expenses of the Accounting Consultant.

Resolution of Disputed Items. After the completion and delivery of the proposed Final Settlement Statement, the Parties shall negotiate in good faith to attempt to reach an agreement in writing on the amount due with respect to any disputed items included in the Dispute Notice. If the Parties agree in writing on the amount due with respect to any disputed items in the proposed Final Settlement Statement, and any payment 1">in cash1">adjustment is required, the Party owing 3">such cash3">payment will pay5"> the amount of such cash to the other Party in the time period provided in Section 2.5(b). If the Parties are unable to agree in writing on the 7">adjustment amount9"> due with respect to any disputed items in the proposed Final Settlement Statement within thirty (30) days after 11">Seller11">Sellers receive Buyer’s written Dispute Notice, then Buyer and 13">Seller13">Sellers shall engage an independent national accounting firm mutually agreed upon by the Parties (the “Accounting Consultant”) to exclusively and finally resolve any such disputed matters set forth in the Dispute Notice in accordance with the terms of this Agreement. Each of Buyer and 15">Seller15">Sellers shall within fifteen (15) Business Days after either Party’s written request for arbitration summarize its position with regard to such dispute in a written document and submit such summaries to the Accounting Consultant, together with a copy of the Dispute Notice, the Final Settlement Statement, this Agreement and any other documentation such Party may desire to submit. If there is more than one or more Dispute Notice or disputed matter, all such disputes shall be consolidated into the same arbitration process pursuant to this Section 2.5(c). The Parties shall cooperate diligently with any reasonable request of the Accounting Consultant in an effort to resolve the matters submitted to the Accounting Consultant as soon as reasonably possible after the Accounting Consultant is engaged. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the Parties concerning the determination required under this Section 2.5(c). All communications between any Party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other Parties in the same manner, or at a meeting or conference call to which each of the Parties and their respective Representatives have been invited and of which such Parties have been provided at least five (5) days’ written notice. In no event shall the Accounting Consultant select an 17">adjustment amount19"> to the Purchase Price # for any upward adjustment 21">to the Purchase Price that is greater than 23">Seller’s23">Sellers’ proposed amount or less than Buyer’s proposed amount or # for any downward adjustment 25">to the Purchase Price that is greater than Buyer’s proposed amount or less than 27">Seller’s27">Sellers’ proposed amount. Within thirty (30) days after receipt of such materials from the Parties and after receipt of any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with the terms of this Agreement and shall be final and binding upon the Parties, without right of appeal, absent Fraud or manifest error. The Accounting Consultant may not award damages, interest or penalties to either Buyer or 29">Seller29">Sellers with respect to any matter. 31">Seller31">Sellers and Buyer shall each bear their own respective legal fees and other costs of presenting its case. 33">Seller33">Sellers shall bear fifty percent (50%) and Buyer shall bear fifty percent (50%) of the costs and expenses of the Accounting Consultant.

Resolution of Disputed Items. After the completion and delivery of the proposed Final Settlement Statement, the Parties shall negotiate in good faith to attempt to reach an agreement in writing on the amount due with respect to any disputed items included in the Dispute Notice. If the Parties agree in writing on the amount due with respect to any disputed items in the proposed Final Settlement Statement, and any payment 1">in cash1">adjustment is required, the Party owing 3">such cash3">payment will pay5"> the amount of such cash to the other Party in the time period provided in Section 2.7">5(7">4(b). If the Parties are unable to agree in writing on the 9">adjustment amount11"> due with respect to any disputed items in the proposed Final Settlement Statement within thirty (30) days after 13">Seller13">Sellers receive Buyer’s written Dispute Notice, then Buyer and 15">Seller15">Sellers shall engage an independent national accounting firm mutually agreed upon by the Parties (the “Accounting Consultant”) to exclusively and finally resolve any such disputed matters set forth in the Dispute Notice in accordance with the terms of this Agreement. Each of Buyer and 17">Seller17">Sellers shall within fifteen (15) Business Days after either Party’s written request for arbitration summarize its position with regard to such dispute in a written document and submit such summaries to the Accounting Consultant, together with a copy of the Dispute Notice, the Final Settlement Statement, this Agreement and any other documentation such Party may desire to submit. If there is more than one or more Dispute Notice or disputed matter, all such disputes shall be consolidated into the same arbitration process pursuant to this Section 2.19">5(19">4(c). The Parties shall cooperate diligently with any reasonable request of the Accounting Consultant in an effort to resolve the matters submitted to the Accounting Consultant as soon as reasonably possible after the Accounting Consultant is engaged. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the Parties concerning the determination required under this Section 2.21">5(21">4(c). All communications between any Party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other Parties in the same manner, or at a meeting or conference call to which each of the Parties and their respective Representatives have been invited and of which such Parties have been provided at least five (5) days’ written notice. In no event shall the Accounting Consultant select an 23">adjustment amount25"> to the Purchase Price # for any upward adjustment 27">to the Purchase Price that is greater than 29">Seller’s29">Sellers’ proposed amount or less than Buyer’s proposed amount or # for any downward adjustment 31">to the Purchase Price that is greater than Buyer’s proposed amount or less than 33">Seller’s33">Sellers’ proposed amount. Within thirty (30) days after receipt of such materials from the Parties and after receipt of any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with the terms of this Agreement and shall be final and binding upon the Parties, without right of appeal, absent Fraud or manifest error. The Accounting Consultant may not award damages, interest or penalties to either Buyer or 35">Seller35">Sellers with respect to any matter. 37">Seller37">Sellers and Buyer shall each bear their own respective legal fees and other costs of presenting its case. 39">Seller39">Sellers shall bear fifty percent (50%) and Buyer shall bear fifty percent (50%) of the costs and expenses of the Accounting Consultant.