Annual Price Adjustments for All Other Core Products Beginning. January 1, 2015. Beginning on January 1, 2015, and thereafter on each subsequent January 1, with respect to each Core Product (in existence immediately prior to such January 1) that is not a Flour-Based Core Product, the price shall be adjusted as set forth in this Section 13(J). The parties agree to in good faith negotiate prior to each such January 1 in an attempt to agree in advance upon a reasonable annual price adjustment for these non-flour based Core Products to establish the price for the coming year. At least 60 days prior to each such January 1, Diversified shall provide AFC with commercially reasonable information and reasons justifying the change in price for these non-flour based Core Products, the capital expenditures and units sales made, and Diversified’s prices for these non-flour based Core Products as of the coming January 1. If within 30 days of Diversified’s submission of its annual price adjustments, the parties are unable to agree upon a reasonable price adjustment for any non-flour based Core Products for the coming year, the determination of the price adjustment for each such Core Product for such year shall be settled exclusively by arbitration in the City of New Orleans, Louisiana, before a three-person arbitration panel appointed by The American Arbitration Association (“AAA”) and pursuant to the Commercial Arbitration Rules of the AAA, which rules are hereby incorporated by reference thereto and made a part of this Agreement. The arbitrators shall determine a reasonable price adjustment for such year for each Core Product at issue. The arbitration shall be completed within 90 days of its commencement. The arbitration award shall be final and binding on both parties. Once the arbitration award is rendered, the new price for that year for each non-flour based Core Product at issue shall equal the price immediately prior to the arbitration, plus or minus (as applicable) the price adjustment determined by the arbitration. The costs of the arbitration shall be borne equally by AFC and Diversified, but each party shall bear its own attorneys fees. During the period that the arbitration is pending, the prices of the non-flour based Core Products at issue shall remain the same as prior to the arbitration.
