Common use of Dispute Procedures Clause in Contracts

Dispute Procedures. The Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment indicated thereon shall be conclusive and binding upon the parties unless a Redeeming Stockholders' Representative, within 30 days after delivery to a Redeeming Stockholder's Representative of the Working Capital Statement, notify CHS in writing that a Redeeming Stockholder's Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 days after notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentence, the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may not assign a value to any item greater than ------------ the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, costs and expenses of the Arbiter (i) shall be borne by a Redeeming Stockholder's Representative in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by CII in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided herein.

Dispute Procedures. The Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and During the computation 30-day period following Seller's receipt of the Net Working Capital Amount audited balance sheet for the Natural Gas Business, Seller and its independent auditors will be permitted to review the Redemption Consideration Adjustment indicated thereon working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall be conclusive become final and binding upon the parties on the thirtieth day following receipt thereof by Seller unless a Redeeming Stockholders' Representative, within 30 days after delivery Seller gives Purchaser written notice of its disagreement prior to a Redeeming Stockholder's Representative such date. Any notice of the Working Capital Statement, notify CHS disagreement shall specify in writing that a Redeeming Stockholder's Representative disputes any of the amounts set forth therein, specifying reasonable detail the nature of the dispute any disagreement so asserted and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation be accompanied by a certificate of Seller's independent auditors that they concur with each of the Net Working Capital Amount and positions taken by Seller in the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution notice of the dispute, shall be conclusive and binding on the partiesdisagreement. If a notice of disagreement is received by Purchaser in a timely manner, then the parties do not reach agreement resolving the dispute within 10 days after notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentence, the parties audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive become final and binding upon the parties. All proceedings conducted by parties on the Arbiter shall take place in the City earlier of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may not assign a value to any item greater than ------------ the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, costs and expenses of the Arbiter (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by a Redeeming StockholderSeller, and the fees and disbursements of Purchaser's Representative independent auditors incurred in connection with their preparation and review of the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) audited balance sheet shall be borne by CII in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereinPurchaser.

Dispute Procedures. The Closing Balance Sheet and the Closing Net Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative (and the computation of the Closing Net Working Capital Amount and indicated thereon) delivered by Purchaser to the Redemption Consideration Adjustment indicated thereon Selling Stockholder shall be conclusive and binding upon the parties unless a Redeeming Stockholders' Representativethe Selling Stockholder, within 30 ten (10) days after delivery to a Redeeming Stockholder's Representative the Selling Stockholder of the Closing Balance Sheet and the Closing Net Working Capital Statement, notify CHS notifies Purchaser in writing (the “Protest Letter”) that a Redeeming Stockholder's Representative the Selling Stockholder disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. If the only matter in dispute is the amount owed by the Sellers to Purchaser in respect of the final adjustment, the Selling Stockholder shall pay the undisputed amount (a “Selling Stockholder Undisputed Amount”), if any, to Purchaser contemporaneously with delivery of the Protest Letter by wire transfer of immediately available funds to the account designated in writing by Purchaser. In the event a party that is obligated to make a payment pursuant to Sections 3.3(a), 3.3(b) or 3.3(c) fails to make such payment in full on or before the date on which such payment is due, the unpaid amount shall bear interest at the rate specified in Section 3.3(d). The parties shall in good faith attempt to resolve any dispute, in which event the Closing Balance Sheet and the Closing Net Working Capital Statement (and the computation of the Closing Net Working Capital Amount and the Redemption Consideration Adjustmentindicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 twenty (20) days after notice is given by a Redeeming Stockholder's Representative the Selling Stockholder to CHS Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to a mutually satisfactory partner at in the Houston office of one of the big four accounting firm of Price Waterhouse & Co. firms that has no then-existing relationship with either Purchaser or the Selling Stockholder or, if no partner of at any such firm will act, to a partner at the Houston office of such other nationally recognized independent accounting firm which is mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment parties (the "“Arbiter"), ”) for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association (the “AAA”) to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 thirty (30) days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determinedetermine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on presentations written submissions by a Redeeming Purchaser and the Selling Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon on the parties. All proceedings conducted by the Arbiter shall take place in the City of New YorkHouston, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 3.8(b) and Schedule 3.8 3.3 and (y) may not assign a value to any item greater than ------------ the greatest value for such item items claimed by either party or less than the smallest value for such item items claimed by either party. The fees, costs and expenses of the Arbiter (i1) shall be borne by a Redeeming Stockholder's Representative Purchaser in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully successfully disputed by a Redeeming Stockholder's Representative the Selling Stockholder (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii2) shall be borne by CII the Sellers, jointly and severally, in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully unsuccessfully disputed by a Redeeming Stockholder's Representative the Selling Stockholder (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided herein.

Dispute Procedures. The Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment indicated thereon shall be conclusive and binding upon the parties unless a Redeeming Stockholders' Representative, within 30 days after delivery to a Redeeming Stockholder's Representative of the Working Capital Statement, notify CHS in writing that a Redeeming Stockholder's Representative disputes any of the amounts True-up Payment (as set forth therein, specifying the nature of the dispute and the basis therefor. The parties in Buyer's statement delivered pursuant to Section 2.4(a)(ii) shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive become final and binding on Seller and Buyer on the partiesthirtieth (30th) day following the date such statement is received by Seller, unless prior to such date Seller delivers notice to Buyer of its disagreement. Seller's notice shall set forth all of Seller's disputed items together with Seller's proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith efforts to reach agreement on the parties do disputed items to determine the Final True-up Payment. If Buyer and Seller have not reach signed an agreement resolving the dispute within 10 days after notice is given disputed items by a Redeeming Stockholderthe sixtieth (60th) day following Seller's Representative to CHS pursuant receipt of Buyer's statement, then Seller's disputed items shall be submitted to the second preceding sentence, Independent Accountants for resolution within five (5) Business Days after the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation end of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter foregoing sixty (x60) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may not assign a value to any item greater than ------------ the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyday period. The fees, costs fees and expenses of the Arbiter (i) Independent Accountants shall be borne fifty percent (50%) by a Redeeming Stockholder's Representative in Seller and fifty percent (50%) by Buyer. In no event shall the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (Final True-up Payment as finally determined by the ArbiterIndependent Accountants be more favorable to Buyer than reflected on Buyer's statement as delivered to Seller pursuant to Section 2.4(a)(ii) bears nor more favorable to the aggregate dollar amount of such items so submitted and (ii) shall be borne by CII Seller than shown in the proportion that the aggregate dollar amount proposed changes delivered by Seller to Buyer pursuant to its notice of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereindisagreement.

Dispute Procedures. The Final Working Capital Payment (as set forth in the Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment indicated thereon Calculation) shall be conclusive and binding upon the parties unless a Redeeming Stockholders' Representative, within 30 days after delivery to a Redeeming Stockholder's Representative of the Working Capital Statement, notify CHS in writing that a Redeeming Stockholder's Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive become final and binding on Seller and Buyer on the partiesthirtieth (30th) day following the date the Statement of Working Capital Calculation is received by Seller, unless prior to such date Seller delivers notice to Buyer of its disagreement. Seller's notice shall set forth all of Seller's disputed items together with Seller's proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith efforts to reach agreement on the parties do disputed items to determine the Final Working Capital Payment. If Buyer and Seller have not reach signed an agreement resolving the dispute within 10 days after notice is given disputed items by a Redeeming Stockholderthe sixtieth (60th) day following Seller's Representative to CHS pursuant receipt of the Statement of Working Capital Calculation, then Seller's disputed items shall be submitted to the second preceding sentence, Independent Accountants for resolution within five (5) Business Days after the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation end of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter foregoing sixty (x60) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may not assign a value to any item greater than ------------ the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyday period. The fees, costs fees and expenses of the Arbiter (i) Independent Accountants shall be borne fifty percent (50%) by a Redeeming Stockholder's Representative in Seller and fifty percent (50%) by Buyer. In no event shall the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (Final Working Capital Payment as finally determined by the Arbiter) bears Independent Accountants be more favorable to Buyer than reflected on the aggregate dollar amount Statement of such items so submitted and (ii) shall be borne Working Capital Calculation prepared by CII Buyer nor more favorable to Seller than shown in the proportion that the aggregate dollar amount proposed changes delivered by Seller pursuant to its notice of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereindisagreement.

Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative (and the computation of the Net Closing Working Capital Amount and indicated thereon) delivered by Purchaser to the Redemption Consideration Adjustment indicated thereon Shareholder shall be conclusive and binding upon the parties unless a Redeeming Stockholders' Representativethe Shareholder, within 30 20 days after delivery to a Redeeming Stockholder's Representative the Shareholder of the Closing Balance Sheet and the Closing Working Capital Statement, notify CHS notifies Purchaser in writing that a Redeeming Stockholder's Representative the Shareholder disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of the Net Closing Working Capital Amount and the Redemption Consideration Adjustmentindicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 20 days after notice is given by a Redeeming Stockholder's Representative the Shareholder to CHS Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to a mutually satisfactory partner at in the accounting firm Houston, Texas office of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized mutually agreeable independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "“Arbiter"), ”) for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determinedetermine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on presentations written submissions by a Redeeming Stockholder's Representative Purchaser and CHSthe Shareholder, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Net Closing Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon on the parties. All proceedings conducted by the Arbiter shall take place in the City of New YorkHouston, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 3.8(b) and Schedule 3.8 3.3 and (y) may not assign a value to any item greater than ------------ the greatest value for such item items claimed by either party or less than the smallest value for such item items claimed by either party. The fees, costs and expenses of the Arbiter (i1) shall be borne by a Redeeming Stockholder's Representative Purchaser in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully successfully disputed by a Redeeming Stockholder's Representative the Shareholder (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii2) shall be borne by CII the Shareholder in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully unsuccessfully disputed by a Redeeming Stockholder's Representative the Shareholder (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided herein.

Dispute Procedures. If the Seller disputes any determination by the Buyer pursuant to Section 2.7(b), then the Seller shall give the Buyer notice of such dispute (a “Working Capital Notice of Dispute”), not more than 30 days after the date on which the Seller receives the Buyer Working Capital Statement. In the Working Capital Notice of Dispute, the Seller shall include a request for any and all books, records, documents or other information that Seller requires to analyze the determinations of Seller pursuant to Section 2.7(b). Buyer agrees to provide all books and records requested by Seller pursuant to the Working Capital Notice of Dispute within thirty (30) days. However, if Buyer believes that Seller’s request for books and records is unreasonable, Buyer shall produce all books and records which it does not find objectionable within the 30-day period and shall also deliver a written response specifying those items that it believes are not reasonably necessary to Seller’s review. If the parties are unable to resolve a dispute related to Buyer’s production, then the Special Accountant (as defined below) shall be engaged immediately to resolve the dispute relating to the production of books and records. Within thirty (30) days after the production of the books and records requested in the Working Capital Notice of Dispute, or the decision of the Special Accountant with respect to the production of books and records, whichever is later, the Seller shall deliver an addendum to the Working Capital Notice of Dispute (which shall become part of the original Notice) specifying in reasonable detail any points of dispute and including a proposed determination of the Closing Working Capital and the Working Capital Adjustment. The Seller shall be deemed to have accepted any determination by the Buyer in the Buyer Working Capital Statement delivered by ------------------ CHS and each such determination shall be deemed conclusive, binding and final if (i) the Seller fails to give a Redeeming Stockholders' Representative Working Capital Notice of Dispute within the original 30-day period, or (ii) the Seller gives notice to the Buyer accepting a determination within the original 30-day period. Upon receipt of the Working Capital Notice of Dispute, the Buyer and the computation Seller shall consult promptly with each other with respect to the points of dispute in an effort to resolve the dispute. If such dispute is resolved by a written, signed agreement of the Net Working Capital Amount Seller and the Redemption Consideration Adjustment indicated thereon shall Buyer, the agreed amount will be conclusive deemed conclusive, binding and binding upon final. If any dispute is not resolved by the parties unless a Redeeming Stockholders' Representative, Seller and the Buyer within 30 days after delivery to a Redeeming Stockholder's Representative of the Working Capital Statement, notify CHS in writing that a Redeeming Stockholder's Representative disputes any Notice of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended Dispute is given to the extent necessary to reflect Buyer, either the resolution of Seller or the disputeBuyer may elect, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 days after by written notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentenceother party, the parties shall submit to refer the dispute to a partner at the accounting firm Atlanta, Georgia office of Price Waterhouse & Co. or Cherry Bekaert (or, if no partner of such firm will actis unwilling or unable to accept such appointment, to a partner at such other nationally recognized another national or regional independent accounting firm mutually agreeable acceptable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding Buyer and the appointment Seller) (the "Arbiter")“Special Accountant”) to finally determine, for resolutionas soon as practicable, all such disputes. If All determinations by the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties Special Accountant shall request the American Arbitration Association to appoint such a partnerbe in writing, and such appointment shall be conclusive and binding on the parties. Promptlyconclusive, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHSfinal, and not by independent reviewbinding; provided that (i) the scope of the Special Accountant’s engagement will be limited solely to resolving the disputes regarding the determination of the Closing Working Capital and the Working Capital Adjustment that are set forth in the Working Capital Notice of Dispute, only those issues in dispute and shall render a report as including any disputes related to the dispute production of books and records as described above; (ii) the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter (x) Special Accountant shall be bound by the terms and provisions of Section 3.8(b) and Schedule 3.8 this Agreement; and (yiii) may the Special Accountant shall not assign ascribe a value to any disputed item greater or amount higher or lower, as the case may be, than ------------ the greatest highest or lowest value for ascribed by the Buyer or the Seller to such item claimed by either party in the Buyer Working Capital Statement or less than the smallest value for such item claimed by either partyWorking Capital Notice of Dispute, respectively. The fees, costs and expenses of the Arbiter (i) shall such Special Accountant incurred in connection with any dispute will be borne by a Redeeming Stockholder's Representative in the proportion non-prevailing party, or if the Special Accountant determines that neither party could be fairly found to be the aggregate dollar amount of prevailing party, then such disputed items so submitted that are unsuccessfully disputed fees, costs and expenses will be borne fifty percent (50%) by a Redeeming Stockholder's Representative the Seller and fifty percent (50%) by the Buyer. The Working Capital Adjustment as finally determined pursuant to this Section 2.7(c) is the “Final Working Capital Adjustment” and the balance sheet prepared by the Arbiter) bears Buyer, as amended to the aggregate dollar amount of such items so submitted and (ii) shall be borne by CII in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined reflect any modifications agreed to by the Arbiter) bears to Buyer and the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties Seller or made by the ArbiterSpecial Accountant, changes is referred to herein as the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided herein“Final Closing Balance Sheet.”

Dispute Procedures. (a) In the event of any continued dispute or objection pursuant to Section 2.6, Purchaser and Seller shall engage Xxxxxx Xxxxx, or if such firm is unable or unwilling to perform services pursuant to this Section 2.7, such other national or regional independent certified public accounting firm as Purchaser and Seller may mutually agree (the “Accounting Firm”). (b) The Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment indicated thereon shall be conclusive and binding upon the parties unless a Redeeming Stockholders' RepresentativeAccounting Firm shall, as promptly as possible, but in any event within 30 thirty (30) days after delivery to a Redeeming Stockholder's Representative the date of the Working Capital Statementits engagement, notify CHS in writing that a Redeeming Stockholder's Representative disputes resolve any of the amounts set forth therein, specifying the nature of the dispute and the basis thereforremaining objections. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 days after notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentence, the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter (x) Accounting Firm shall be bound by the provisions of Section 3.8(b) this Agreement and Schedule 3.8 and (y) may not revise any element of the Draft Closing Balance Sheet that is not being disputed or assign a value to any item disputed element greater than ------------ the greatest value for such item claimed by either party Purchaser or Seller or less than the smallest value for such item claimed by either partyParty. The feesdetermination of the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the Purchaser and Seller. Purchaser and Seller shall promptly revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.7. (c) In the event Purchaser and Seller submit any unresolved objections to the Accounting Firm for resolution as provided in herein, costs Purchaser and Seller shall share responsibility for the fees and expenses of the Arbiter Accounting Firm as follows: i. if the Accounting Firm resolves all of the remaining objections in favor of Purchaser (i) the Final Working Capital so determined is referred to herein as the “Low Value”), Seller shall be borne by a Redeeming Stockholder's Representative responsible for all of the fees and expenses of the Accounting Firm; ii. if the Accounting Firm resolves all of the remaining objections in favor of Seller (the proportion that Final Working Capital or Contingent Payment, as applicable, so determined is referred to herein as the aggregate dollar amount “High Value”), Purchaser shall be responsible for all of such disputed items the fees and expenses of the Accounting Firm; and iii. if the Accounting Firm resolves some of the remaining objections in favor of Purchaser and some objections in favor of Seller (the Final Working Capital so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears Accounting Firm or by agreement of Purchaser and Seller is referred to herein as the aggregate dollar amount of such items so submitted and (ii) “Actual Value”), Seller shall be borne by CII in responsible for that fraction of the proportion that fees and expenses of the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative Accounting Firm equal to (as finally determined by x) the Arbiterdifference between the High Value and the Actual Value over (y) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among difference between the parties or by High Value and the ArbiterLow Value, changes to the Working Capital Statement and Purchaser shall be made hereunder only responsible for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereinthe remainder of the fees and expenses.

Dispute Procedures. The Revised Closing Balance Sheet and the Revised Net Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment indicated thereon shall be conclusive and binding upon the parties Parties unless a Redeeming Stockholders' RepresentativePurchaser, within 30 ninety (90) days after delivery to a Redeeming Stockholder's Representative of the Working Capital StatementClosing Date, notify CHS notifies Xxxxxxxx in writing that a Redeeming Stockholder's Representative Purchaser disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefortherefore. Purchaser shall not be precluded from disputing items not disputed by Purchaser prior to the Closing Date. The parties Parties shall in good faith attempt to resolve any disputeall disputes related to the Revised Closing Balance Sheet and Revised Net Working Capital Statement, in which event the Working Capital Statement Revised Closing Balance Sheet and the computation of the Revised Net Working Capital Amount and the Redemption Consideration AdjustmentStatement, as amended to the extent necessary to reflect the resolution of the disputedisputes, shall be conclusive and binding on the partiesParties. If To the parties extent that the Parties do not reach agreement resolving the dispute disputed items within 10 thirty (30) days after notice is given by a Redeeming Stockholder's Representative Purchaser to CHS pursuant to the second preceding sentenceXxxxxxxx as described above, the parties Parties shall submit the dispute disputed items to a partner at the accounting firm of Price Waterhouse & Co. nationally or if no partner of such firm will act, to a partner at such other nationally regionally recognized independent accounting firm which is mutually agreeable to the partiesParties, which and that shall not have had a material relationship with any Redeeming Stockholders' Representative Xxxxxxxx or CHS or any of their respective Affiliates Purchaser, within two years preceding the appointment (the "Arbiter"“Independent Accountants”), for resolution. If the ------- parties Parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiterthe Independent Accountants, the parties Parties shall request the American Arbitration Association to appoint such a partnerthe Independent Accountants, and such appointment shall be conclusive and binding on the partiesParties. PromptlyThe Parties shall direct the Independent Accountants to promptly, but and no in no event later than 20 twenty (20) days after its acceptance of his or her appointment as Arbiterreferral, the Arbiter shall determine, based solely on presentations written submissions by a Redeeming Stockholder's Representative Xxxxxxxx and CHSPurchaser, and not by independent review, only those issues in dispute the disputed items, and shall render a written report as to the dispute and the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon on the parties. All proceedings conducted by the Arbiter shall take place in the City of New YorkParties. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) Independent Accountants may not assign a value to any item greater than ------------ the greatest value for such item items claimed by either party Party or less than the smallest value for such item items claimed by either partyParty. The fees, costs and expenses of the Arbiter (i) Independent Accountants shall be borne shared by a Redeeming Stockholder's Representative Xxxxxxxx and Purchaser in proportion to the proportion that percentage of the aggregate dollar disputed amount determined to be for the account of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (as finally determined by Xxxxxxxx and Purchaser, respectively. The “Final Closing Balance Sheet” and the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) “Final Working Capital Statement” shall be borne by CII (A) the Revised Closing Balance Sheet and the Revised Net Working Capital Statement, if Purchaser does not notify Xxxxxxxx in the proportion that the aggregate dollar amount writing of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved within forty-five (45) days after the Closing Date or (B) the Revised Closing Balance Sheet and the Revised Net Working Capital Statement, as adjusted by mutual agreement among the parties of Purchaser and Xxxxxxxx or by the Arbiter, changes Independent Accountants. The “Final Net Working Capital” shall mean the Net Working Capital of the Company as of the close of business on the day prior to the Closing Date as determined pursuant to the Final Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereinStatement.

Dispute Procedures. The Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and During the computation 30-day period following Seller's receipt of the Net Working Capital Amount audited balance sheet for the Company delivered pursuant to Section 3.2(b), Seller and its independent auditors will be permitted to review the Redemption Consideration Adjustment indicated thereon working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall be conclusive become final and binding upon the parties Parties on the thirtieth day following receipt thereof by Seller unless a Redeeming Stockholders' Representative, within 30 days after delivery Seller gives Purchaser written notice of its disagreement therewith prior to a Redeeming Stockholder's Representative such date. Any notice of the Working Capital Statement, notify CHS disagreement shall specify in writing that a Redeeming Stockholder's Representative disputes any of the amounts set forth therein, specifying reasonable detail the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the partiesdisagreement so asserted. If a notice of disagreement is received by Purchaser in a timely manner, then the parties do not reach agreement resolving the dispute within 10 days after notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentence, the parties audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive become final and binding upon the parties. All proceedings conducted Parties on the earlier of (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the Arbiter arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, or such longer period as may be agreed upon by Seller and Purchaser, Seller and Purchaser shall take place seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the City notice of New Yorkdisagreement. In resolving At the end of such 30-day period, or such longer period as may have been agreed upon, Seller and Purchaser shall submit to an arbitrator for review and resolution any disputed item, the Arbiter (xand all matters arising under this Section 3.2(c) which remain in dispute. The arbitrator shall be bound a nationally recognized independent public accounting firm as shall be agreed upon by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may not assign a value to any item greater than ------------ the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyParties in writing. The fees, costs and expenses arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the Arbiter (iarbitrator) pursuant to this Section 3.2(c) shall be borne 50% by a Redeeming StockholderPurchaser and 50% by Seller. The fees and disbursements of Seller's Representative independent auditors incurred in connection with their review of the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) audited balance sheet shall be borne by CII in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereinSeller.

Dispute Procedures. The Final Working Capital Payment (as set forth in the Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment indicated thereon Calculation) shall be conclusive and binding upon the parties unless a Redeeming Stockholders' Representative, within 30 days after delivery to a Redeeming Stockholder's Representative of the Working Capital Statement, notify CHS in writing that a Redeeming Stockholder's Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive become final and binding on all Parties on the partiesthirtieth (30th) day following the date the Statement of Working Capital Calculation is delivered to Seller by Buyer, unless prior to such date Seller delivers notice to Buyer of its disagreement. Seller’s notice shall set forth all of Seller’s disputed items together with Seller’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. Seller shall be deemed to have agreed with all items and amounts contained in the Statement of Working Capital Calculation that are not specifically identified in such notice of disagreement. If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith Reasonable Efforts to reach agreement on the parties do disputed items to determine the Final Working Capital Payment. If Buyer and Seller have not reach signed an agreement resolving the dispute disputed items by the sixtieth (60th) day following Buyer’s delivery of the Statement of Working Capital Calculation, then within 10 days after five (5) Business Days thereafter, Seller’s disputed items set forth in the notice is given by a Redeeming Stockholder's Representative to CHS pursuant of disagreement shall be submitted to the second preceding sentence, the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), Independent Accountants for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as ArbiterIn making such determination, the parties Independent Accountants shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, consider only those issues items and amounts in dispute and shall render a report as to the dispute and the resulting computation Statement of the Net Working Capital Amount Calculation with which Seller has disagreed and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place are set forth in the City notice of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may not assign a value to any item greater than ------------ the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partydisagreement. The fees, costs fees and expenses of the Arbiter (i) Independent Accountants shall be borne fifty percent (50%) by a Redeeming Stockholder's Representative in Seller and fifty percent (50%) by Buyer. In no event shall the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (Final Working Capital Payment as finally determined by the Arbiter) bears Independent Accountants be more favorable to Buyer than reflected on the aggregate dollar amount Statement of such items so submitted and (ii) shall be borne Working Capital Calculation prepared by CII Buyer nor more favorable to Seller than shown in the proportion that the aggregate dollar amount proposed changes delivered by Seller pursuant to its notice of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided hereindisagreement.

Dispute Procedures. If the Seller Entities dispute any determination by the Buyer pursuant to Section 2.7(b), the Seller Entities shall give the Buyer notice of such dispute (a "Working Capital Notice of Dispute"), not more than sixty (60) days after the date on which the Seller Entities receive the Buyer Working Capital Statement, specifying in reasonable detail any points of dispute and including a proposed determination of the Closing Working Capital and the Working Capital Adjustment. The Seller Entities shall be deemed to have accepted any determination by the Buyer in the Buyer Working Capital Statement delivered by ------------------ CHS and each such determination shall be deemed conclusive, binding and final if (i) the Seller Entities fail to give a Redeeming Stockholders' Representative and the computation of the Net Working Capital Amount and Notice of Dispute within such 60-day period, or (ii) the Redemption Consideration Adjustment indicated thereon shall be conclusive and binding upon Seller Entities give notice to the parties unless Buyer accepting a Redeeming Stockholders' Representative, determination within 30 days after delivery to a Redeeming Stockholder's Representative such 60-day period. Upon receipt of the Working Capital StatementNotice of Dispute, notify CHS the Buyer and the Seller shall consult promptly with each other with respect to the points of dispute in writing that an effort to resolve the dispute. If such dispute is resolved by a Redeeming Stockholder's Representative disputes any written, signed agreement of the amounts set forth therein, specifying the nature of the dispute Seller Entities and the basis thereforBuyer, the agreed amount will be deemed conclusive, binding and final. The parties shall in good faith attempt to resolve If any dispute, in which event dispute is not resolved by the Seller Entities and the Buyer within thirty (60) days after the Working Capital Statement and the computation Notice of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended Dispute is given to the extent necessary to reflect Buyer, either the resolution of Seller Entities or the disputeBuyer may elect, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 days after by written notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentenceother party, the parties shall submit to refer the dispute to a partner at the accounting firm Tampa, Florida office of Price Waterhouse & Co. or Xxxxx Xxxxxxx (or, if no partner of such firm will actis unwilling or unable to accept such appointment, to a partner at such other nationally recognized another national or regional independent accounting firm mutually agreeable acceptable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding Buyer and the appointment Seller Entities) (the "ArbiterSpecial Accountant")) to finally determine, for resolutionas soon as practicable, all such disputes. If All determinations by the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties Special Accountant shall request the American Arbitration Association to appoint such a partnerbe in writing, and such appointment shall be conclusive and binding on the parties. Promptlyconclusive, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHSfinal, and not by independent review, only those issues in dispute and shall render a report as binding; provided that (A) the scope of the Special Accountant's engagement will be limited solely to resolving the dispute disputes regarding the determination of the Closing Working Capital and the resulting computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place Adjustment that are set forth in the City Working Capital Notice of New York. In resolving any disputed item, Dispute; (B) the Arbiter (x) Special Accountant shall be bound by the terms and provisions of Section 3.8(b) and Schedule 3.8 this Agreement; and (yC) may the Special Accountant shall not assign ascribe a value to any disputed item greater or amount higher or lower, as the case may be, than ------------ the greatest highest or lowest value for ascribed by the Buyer or the Seller Entities to such item claimed by either party in the Buyer Working Capital Statement or less than the smallest value for such item claimed by either partyWorking Capital Notice of Dispute, respectively. The fees, costs and expenses of the Arbiter (i) shall such Special Accountant incurred in connection with any dispute will be borne by a Redeeming Stockholder's Representative in the proportion non-prevailing party, or if the Special Accountant determines that neither party could be fairly found to be the aggregate dollar amount of prevailing party, then such disputed items so submitted that are unsuccessfully disputed fees, costs and expenses will be borne fifty percent (50%) by a Redeeming Stockholder's Representative the Seller Entities and fifty percent (50%) by the Buyer. The Working Capital Adjustment as finally determined pursuant to this Section 2.7(c) is the "Final Working Capital Adjustment" and the balance sheet prepared by the Arbiter) bears Buyer, as amended to the aggregate dollar amount of such items so submitted and (ii) shall be borne by CII in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined reflect any modifications agreed to by the Arbiter) bears to Buyer and the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties Seller Entities or made by the ArbiterSpecial Accountant, changes is referred to herein as the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided herein"Final Closing Balance Sheet."