Common use of Reconciliation Procedures Clause in Contracts

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized an expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party Member agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party Member or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, then the selection Corporation and the relevant Member shall cause the Expert to be selected by the International Chamber of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel Commerce Centre for Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to The sum of the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of such Expert or and (ii) if applicable, amending any Tax Return in connection with the decision of such Expert shall be borne allocated between the Corporation, on the one hand, and the Member, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert that is unsuccessfully disputed by each such party (as finally determined by the CorporationExpert) bears to the total amount of such disputed items so submitted, and each such party shall promptly reimburse the other party for the excess that such other party has paid in respect of such costs and expenses over the amount it has been so allocated. The Corporation may withhold payments under this Agreement to collect amounts due under the preceding sentence. Each of the Corporation and the Member shall bear its own costs and expenses incurred in the conduct of such proceeding described in Section 7.8(a) unless the Expert substantially adopts one such party’s position and awards such party reimbursement of its costs and expenses.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party the Existing Stockholders Representative are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in matters governed by this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute mutually acceptable to such Expert for determinationboth parties. The Expert shall be a partner or principal in a nationally recognized accounting firmfirm or a law firm (other than the Advisory Firm), and unless the Corporation and such TRA Party agree otherwise, the Expert (shall not, and its employing firm) the firm that employs the Expert shall not not, have any material relationship with the Corporation or such TRA Party any of the Existing Stockholders or any other actual or potential conflict of interest. If the applicable Parties parties are unable to agree on an Expert within such fifteen (15) calendar-day time perioddays of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 appointed by the International Institute for Conflict Prevention and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interestResolution. The Expert shall resolve any matter relating to (i) an Attribute Schedule, the Early Termination Schedule or an amendment to either thereto within thirty (30) calendar days and (ii) shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter Reconciliation Dispute is not resolved before any payment that is the subject of a disagreement would be the Reconciliation Dispute is due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement the Reconciliation Dispute is due, the undisputed amount such payment shall be paid by made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert shall finally determine or the amendment of any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) Tax Return shall be binding on borne by the applicable Parties Corporation, except as provided in the next sentence. Each of the Corporation and may be entered the Existing Stockholders shall bear their own costs and enforced in any court having competent jurisdictionexpenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute Dispute, within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses determinations of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case pursuant to this Section 7.09 shall be binding on the Corporation shall reimburse and the TRA Party for Existing Stockholders and may be entered and enforced in any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporationcourt having jurisdiction.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties Members shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party Member agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party Member or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA PartyMember’s position, in which case the Corporation shall reimburse the TRA Party Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties Members shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized an expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party Member agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party Member or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, then the selection Corporation and the relevant Member shall cause the Expert to be selected by the International Chamber of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel Commerce Centre for Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to The sum of (a) the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of such Expert adopts and (ii) if applicable, amending any Tax Return in connection with the TRA Party’s position, in which case decision of such Expert and (b) the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses of the Corporation and the Member incurred in the conduct of such proceeding or (iidescribed in Section 7.8(a) shall be allocated between the Corporation, on the one hand, and the Member, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert adopts that is unsuccessfully disputed by each such party (as finally determined by the Corporation’s positionExpert) bears to the total amount of such disputed items so submitted, in which case the TRA Parties and each such party shall promptly reimburse the Corporation other party for any reasonable and documented out-of-pocket the excess that such other party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. The costs and expenses relating Corporation may withhold payments under this Agreement to collect amounts due under the engagement of such Expert or amending any Tax Return shall be borne by the Corporationpreceding sentence.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party the Existing Stockholders Representative are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in matters governed by this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute mutually acceptable to such Expert for determinationboth parties. The Expert shall be a partner or principal in a nationally recognized accounting firmfirm or a law firm (other than the Advisory Firm), and unless the Corporation and such TRA Party agree otherwise, the Expert (shall not, and its employing firm) the firm that employs the Expert shall not not, have any material relationship with the Corporation or such TRA Party any of the Existing Stockholders or any other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be treated as a Reconciliation Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be the Reconciliation Dispute is due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement the Reconciliation Dispute is due, the undisputed amount such payment shall be paid by made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert shall finally determine or the amendment of any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) Tax Return shall be binding on borne by the applicable Parties Corporation, except as provided in the next sentence. Each of the Corporation and may be entered the Existing Stockholders shall bear their own costs and enforced in any court having competent jurisdictionexpenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute Dispute, within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses determinations of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case pursuant to this Section 7.09 shall be binding on the Corporation shall reimburse and the TRA Party for Existing Stockholders and may be entered and enforced in any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporationcourt having jurisdiction.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party Member agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party Member or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA PartyMember’s position, in which case the Corporation shall reimburse the TRA Party Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties Member shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Holder are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties Holders shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party Holder agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party Holder or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA PartyHolder’s position, in which case the Corporation shall reimburse the TRA Party Holder for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties Holders shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to The sum of (a) the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless relating to (i) the engagement (and if applicable selection by an arbitration panel) of such Expert adopts and (ii) if applicable, amending any Tax Return in connection with the TRA Party’s position, in which case decision of such Expert and (b) the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses of the Corporation and the applicable TRA Party incurred in the conduct of such proceeding or (ii) resolution process shall be allocated between the Corporation, on the one hand, and the applicable TRA Party, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert adopts that is unsuccessfully disputed by each such Party (as finally determined by the Corporation’s positionExpert) bears to the total amount of such disputed items so submitted, in which case the TRA Parties and each such Party shall promptly reimburse the Corporation other Party for any reasonable and documented out-of-pocket the excess that such other Party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. The costs and expenses relating Corporation may withhold payments under this Agreement to collect amounts due under the engagement of such Expert or amending any Tax Return shall be borne by the Corporationpreceding sentence.

Reconciliation Procedures. (a) In the event that the Corporation Parent and any TRA Party Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, Reconciliation Dispute within the relevant time period designated in this Agreement (a “Reconciliation Dispute”)Agreement, the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation Parent and such TRA Party Member agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation Parent or such TRA Party Member or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, the selection of each such Party shall select an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel those selected Experts shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interestParties. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the CorporationParent, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a7.12(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether For the avoidance of doubt, the Expert in making a dispute is a determination in any Reconciliation Dispute within the meaning of in accordance with this Section 7.8 or a Dispute within the meaning of Section 7.7 7.12(a) shall be decided acting in the capacity of an expert in the subject matter of the disagreement and resolved not acting in the capacity as a Dispute subject to the procedures set forth in Section 7.7an arbitrator of such Reconciliation Dispute. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA PartyMember’s position, in which case the Corporation Parent shall reimburse the TRA Party Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the CorporationParent’s position, in which case the TRA Parties Member shall reimburse the Corporation Parent for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the CorporationParent.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Representative are unable to resolve a disagreement with respect to a Schedule (including an Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized an expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firmfirm (other than the Advisory Firm), and unless the Corporation and such TRA Party Representative agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Representative or TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, then the selection Corporation and the relevant TRA Representative shall cause the Expert to be selected by the International Chamber of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel Commerce Centre for Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to The sum of (a) the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of such Expert adopts and (ii) if applicable, amending any Tax Return in connection with the TRA Party’s position, in which case decision of such Expert and (b) the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses of the Corporation and the TRA Representative incurred in the conduct of such proceeding or (iidescribed in Section 7.8(a) shall be allocated between the Corporation, on the one hand, and the TRA Representative, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert adopts that is unsuccessfully disputed by each such party (as finally determined by the Corporation’s positionExpert) bears to the total amount of such disputed items so submitted, in which case the TRA Parties and each such party shall promptly reimburse the Corporation other party for any reasonable and documented out-of-pocket the excess that such other party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. The costs and expenses relating Corporation may withhold payments under this Agreement to collect amounts due under the engagement of such Expert or amending any Tax Return shall be borne by the Corporationpreceding sentence.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Member are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized an expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a [nationally recognized accounting firm], and unless the Corporation and such TRA Party Member agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party Member or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, then the selection Corporation and the relevant Member shall cause the Expert to be selected by the International Chamber of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel Commerce Centre for Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to The sum of (a) the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of such Expert adopts and (ii) if applicable, amending any Tax Return in connection with the TRA Party’s position, in which case decision of such Expert and (b) the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses of the Corporation and the Member incurred in the conduct of such proceeding or (iidescribed in Section 7.8(a) shall be allocated between the Corporation, on the one hand, and the Member, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert adopts that is unsuccessfully disputed by each such party (as finally determined by the Corporation’s positionExpert) bears to the total amount of such disputed items so submitted, in which case the TRA Parties and each such party shall promptly reimburse the Corporation other party for any reasonable and documented out-of-pocket the excess that such other party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. The costs and expenses relating Corporation may withhold payments under this Agreement to collect amounts due under the engagement of such Expert or amending any Tax Return shall be borne by the Corporationpreceding sentence.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Representative (the “Objecting Party”) are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties Objecting Party and the Corporation shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA the Objecting Party agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Objecting Party or other actual or potential conflict of interest. If the applicable Parties Corporation and the Objecting Party are unable to agree on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation except as provided in the next sentence. The Corporation and the Objecting Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert entirely adopts the position of the Objecting Party, in which case the Corporation shall reimburse the Objecting Party for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert entirely adopts the Corporation’s position, in which case the Objecting Party shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding.

Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party Representative are unable to resolve a disagreement with respect to a Schedule (including an Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) 15 calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized an expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firmfirm (other than the Advisory Firm), and unless the Corporation and such TRA Party Representative agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Representative or TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) 15 calendar-day time period, then the selection Corporation and the relevant TRA Representative shall cause the Expert to be selected by the International Chamber of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel Commerce Centre for Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a Dispute dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7. (b) Subject to The sum of (a) the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of such Expert adopts and (ii) if applicable, amending any Tax Return in connection with the TRA Party’s position, in which case decision of such Expert and (b) the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket | costs and expenses of the Corporation and the TRA Representative incurred in the conduct of such proceeding or (iidescribed in Section 7.8(a) shall be allocated between the Corporation, on the one hand, and the TRA Representative, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert adopts that is unsuccessfully disputed by each such party (as finally determined by the Corporation’s positionExpert) bears to the total amount of such disputed items so submitted, in which case the TRA Parties and each such party shall promptly reimburse the Corporation other party for any reasonable and documented out-of-pocket the excess that such other party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. The costs and expenses relating Corporation may withhold payments under this Agreement to collect amounts due under the engagement of such Expert or amending any Tax Return shall be borne by the Corporationpreceding sentence.