Common use of Resolution of Protest Clause in Contracts

Resolution of Protest. If the Buyer and the Sellers are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return within fifteen (15) days following the delivery of a Protest Notice, then either the Buyer or the Sellers may refer the items in dispute to the Independent Accountant. In such case, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, not later than thirty (30) days after acceptance of its retention. The Sellers and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, or less than the lowest value for such item claimed by either the Sellers or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne by the Sellers, on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers bears to the amount actually contested by the Sellers.

Resolution of Protest. The Buyer and the Sellers’ Representative shall use Reasonable Efforts to resolve, as soon as practicable, any objection of the Sellers’ Representative set forth in the Protest Notice. If the Buyer and the Sellers Sellers’ Representative are unable to resolve any disagreement such objection with respect to any Sellers’ Return or Straddle Period Return the Closing Purchase Price Adjustment Schedule within fifteen twenty (1520) days following the Sellers’ Representative’s delivery of a Protest Notice, then either the Buyer Sellers’ Representative or the Sellers Buyer may refer the unresolved items in dispute (the “Unresolved Closing Items”) to the Independent AccountantAccountants. In such casePromptly, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, but not later than thirty (30) days after acceptance of its retention. The Sellers their appointment, or such longer period as Buyer and the Sellers’ Representative may agree in writing, the Accountants will determine (based solely on written presentations to the Accountants by the Sellers’ Representative and the Buyer shall each submit and not by independent review) and will render a report as to the Independent Accountant a binder setting forth their specific information, evidence and support for their respective positions as to all items Unresolved Closing Items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers dispute and the Buyerresulting Closing Purchase Price Adjustment Schedule, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written which report shall will be deemed final, conclusive and binding upon the PartiesParties for all purposes hereunder. In resolving any disputed itemUnresolved Closing Item, the Independent Accountant Accountants (Ai) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, Party or less than the lowest value for such item claimed by either the Sellers or the BuyerParty, in each case as presented to the Independent AccountantAccountants, (Bii) shall be bound by the principles set forth in this Section 7.1act as an expert and not as an arbitrator, (iii) may not propose for resolution any matters that are not Unresolved Closing Items and (Civ) shall limit its review to matters specifically set forth in may not take ex parte oral testimony from the Protest NoticeParties or any other Person. The fees and expenses of the Independent Accountant Accountants shall be borne shared equally by the Sellers’ Representative (the “Members’ Portion”), on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount not awarded . The Members’ Portion shall be paid to the Sellers bears to the amount actually contested by Accountants from the Sellers’ Representative Fund Amount.

Resolution of Protest. If the Buyer and the Sellers Sellers' Representative are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return the Closing Date Balance Sheet and/or the Closing Schedule within fifteen twenty (1520) days following the Sellers' Representative's delivery of a the Protest Notice, then either the Buyer or the Sellers may refer the items in dispute will be referred to PricewaterhouseCoopers LLP or, if PricewaterhouseCoopers LLP is unable or unwilling to serve in such capacity, another nationally recognized firm of independent public accountants as to which the Sellers' Representative and the Buyer mutually agree (the "ACCOUNTANTS"), which will not be the regular accounting firm of the Buyer, the Sellers' Representative or ATT. The Accountants will determine (based solely on presentations to the Independent Accountant. In such case, Accountants by the Sellers' Representative and the Buyer and the Sellers not by independent review) and will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth to the disputes properly submitted in the Protest Notice, not later than thirty (30) days after acceptance of its retention. The Sellers Notice and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific informationresulting Closing Date Balance Sheet and Closing Schedule, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written which report shall will be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, Party or less than the lowest value for such item claimed by either the Sellers or the BuyerParty, in each case as presented to the Independent AccountantAccountants. Each of the Buyer and the Sellers' Representative will use reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable (but in no event later than thirty (30) days following the engagement of the Accountants), (B) shall be bound including without limitation by promptly complying with all reasonable requests by the principles set forth in this Section 7.1Accountants for information, books, records and (C) shall limit its review to matters specifically set forth in the Protest Noticesimilar items. The fees and expenses of the Independent Accountant Accountants shall be borne on a proportionate basis by the Sellers, on the one hand, and the Buyer, on the other hand, based upon on the percentage that inverse proportion of the amount not awarded to respective percentages of the Sellers bears to the amount actually contested by dollar value of disputed issues determined in favor of the Sellers' Representative and Buyer.

Resolution of Protest. If the Buyer and the Sellers Seller Representative Committee are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return the Closing Date Balance Sheet and/or the Closing Schedule within fifteen twenty (1520) days following the Seller Representative Committee's delivery of a any Protest Notice, then either the Buyer Seller Representative Committee, on behalf of the Seller, or the Sellers Buyer may refer the items in dispute to PricewaterhouseCoopers LLP (the Independent Accountant"ACCOUNTANTS"). In such case, Any undisputed amount due from the Seller to the Buyer and or the Sellers will jointly retain Buyer to the Independent Accountant and direct it to render a written report resolving any and all items in dispute Seller, as the case may be, shall be paid within five (5) Business Days after delivery of the Protest Notice as set forth in the Protest NoticeSECTION 2.2(c). Promptly, but not later than thirty (30) days after acceptance of its retention. The Sellers appointment, the Accountants will determine (based solely on presentations to the Accountants by the Seller Representative Committee and the Buyer shall each submit and not by independent review) and will render a report as to the Independent Accountant a binder setting forth their specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers disputes and the Buyerresulting Closing Date Balance Sheet and Closing Schedule, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written which report shall will be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, Party or less than the lowest value for such item claimed by either the Sellers or the BuyerParty, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest NoticeAccountants. The fees and expenses of the Independent Accountant Accountants shall be borne by the SellersSeller, on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers Buyer or the Seller bears to the amount actually contested by such Party. Any amounts not paid when required under this SECTION 2.2 shall bear interest from the Sellersrequired date of payment to the date of actual payment at two percent (2%) per year in excess of Prime Rate.

Resolution of Protest. If the Buyer and the Sellers are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return the Closing Date Balance Sheet and/or the Closing Schedule within fifteen thirty (1530) days following the delivery of a any Protest Notice, then either the Buyer Sellers or the Sellers Buyer may refer the items in dispute to PricewaterhouseCoopers LLP (the “Independent Accountant”). In such case, the Buyer Sellers and the Sellers Buyer will jointly retain the Independent Accountant and direct it to render a written report setting forth its determination of the Closing Date Balance Sheet and/or the Closing Schedule, resolving any and all items in dispute (as set forth in the Protest Notice), not later than thirty (30) days after the Independent Accountant’s acceptance of its retention. The Sellers and the Buyer shall each submit to the Independent Accountant and to each other a binder setting forth their respective computations of any disputed items set forth on the Closing Date Balance Sheet and/or the Closing Schedule and specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant regarding the items referred for determination without the other Party either being present or receiving a concurrent copy of any written communication. The Independent Accountant may conduct a conference concerning the objections and disagreements between the Sellers and the Buyer, at which conference each of the Sellers and the Buyer shall have the right to (A) present its documents, materials and other evidence included in its previously provided binder and (B) have present its or their Representatives. The Sellers and the Buyer shall cause their respective Representatives, shall Representatives to cooperate fully reasonably with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return Closing Date Balance Sheet, the Closing Schedule or the Straddle Period Return, as applicable, Purchase Price as promptly as reasonably practicable. The Independent Accountant shall conduct its review, resolve all disputes and, to the extent necessary, compute any disputed items set forth on the Closing Date Balance Sheet and/or the Closing Schedule based solely on the binders submitted by the Sellers and the Buyer (not by independent review). The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, or less than the lowest value for such item claimed by either the Sellers or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne paid (x) by the Sellers if the final calculation of the Purchase Price determined by the Independent Accountant is closer to the Purchase Price proposed by the Buyer than the Purchase Price proposed by the Sellers, on (y) by the one hand, and Buyer if the final calculation of the Purchase Price determined by the Independent Accountant is closer to the Purchase Price proposed by the Sellers than the Purchase Price proposed by the Buyer, on and (z) otherwise, the other hand, based upon the percentage that the amount not awarded to Buyer and the Sellers bears to the amount actually contested by the Sellersshall each pay fifty percent (50%) of such fees and expenses.

Resolution of Protest. If the Buyer and the Sellers are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return within fifteen (15) days following the delivery of a Protest Notice, then either the Buyer or the Sellers may refer the items in dispute to the Independent Accountant. In such case, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, not later than thirty (30) days after acceptance of its retention. The Sellers and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (Ai) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, or less than the lowest value for such item claimed by either the Sellers or the Buyer, in each case as presented to the Independent Accountant, (Bii) shall be bound by the principles set forth in this Section 7.1, and (Ciii) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne by the Sellers, on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers bears to the amount actually contested by the Sellers.

Resolution of Protest. If the Buyer Parent and the Sellers Securities Holders Representative are unable to resolve any disagreement with respect to any Sellers’ Return the Closing Date Balance Sheet or Straddle Period Return the Closing Schedule disputed pursuant to Section 2.7(d) within fifteen twenty (1520) days following the Securities Holders Representative’s delivery of a any Protest Notice, then either the Buyer Securities Holders Representative, on behalf of the Securities Holders, or the Sellers Parent may refer the items in dispute to the Independent Accountant. In Xxxxx Xxxxxxxx LLP or such case, the Buyer other nationally or regionally recognized accounting firm mutually agreeable to Parent and the Sellers will jointly retain Securities Holders Representative (the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice“Accountants”). Promptly, but not later than thirty (30) days after acceptance of its retention. The Sellers appointment, the Accountants will determine (based solely on presentations to the Accountants by the Securities Holders Representative and Parent and not by independent review) and will render a report to the Securities Holders Representative and Parent as to the resolution of the disputes and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific informationresulting Closing Schedule, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written which report shall will be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, Party or less than the lowest value for such item claimed by either the Sellers or the BuyerParty, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest NoticeAccountants. The fees and expenses of the Independent Accountant Accountants shall be borne paid by the SellersSecurities Holders Representative (on behalf of the Securities Holders), on the one hand, and the Buyerby Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers Securities Holders Representative or Parent, respectively, bears to the aggregate amount actually contested by the SellersSecurities Holders Representative and Parent. Any such fees and expenses payable by the Securities Holders Representative shall be paid from the Securities Holders Representative Amount (or, if such amount is insufficient, the remainder shall be paid from the Escrow Funds).

Resolution of Protest. If the Buyer and the Sellers Seller are unable to resolve any disagreement with respect as to any Sellers’ Return amount included in or Straddle Period Return omitted from the Closing Statement within fifteen (15) days following the delivery of a Protest Notice, then either the Buyer or the Sellers may refer the items in dispute to the Independent Accountant. In such case, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, not later than thirty (30) days following Buyer's receipt of the Closing Statement Protest Notice, then the dispute shall be subject to mediation in accordance with Section 8.14. If, following such mediation, Buyer and Seller are unable to resolve any disagreement as to any amount included in or omitted from the Closing Statement, then the amounts in dispute will be referred to Xxxxx LLP (the "Accountants") (and Buyer and Seller hereby represent and warrant to one another that neither of them has previously engaged or worked with the Accountants such that the Accountants would not be independent as between Buyer and Seller) for final arbitration within forty-five (45) days after acceptance of its retentionsubmitting the matter to the Accountants, which arbitration shall be final and binding on the parties hereto. The Sellers Accountants shall act as an arbitrator to determine, based solely on presentations by Buyer and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific informationSeller, evidence and support for their respective positions as to all items not by independent review, only those amounts still in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy With respect to their determination of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any each disputed item, the Independent Accountant (A) may not assign a value Accountants will exercise their discretion independently to any particular item greater than resolve only the greatest value for such item claimed by either disputed items submitted to it within the Sellers or the Buyerrange of differences between Buyer and Seller. Buyer and Seller agree to execute, or less than the lowest value for such item claimed by either the Sellers or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound if requested by the principles set forth in this Section 7.1Accountants, and (C) shall limit its review to matters specifically set forth in the Protest Noticea reasonable engagement letter. The fees costs and expenses of the Independent Accountant Accountants shall be borne by the Sellersallocated between Buyer, on the one hand, and the BuyerSeller, on the other hand, based upon the percentage that which the portion of the contested amount not awarded to the Sellers each party bears to the amount actually contested by such party. For example, if Seller claims the SellersFinal Cash Consideration is $1,000 greater than the amount determined by Buyer, and Buyer contests only $500 of the amount claimed by Seller, and if the Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. The term "Final Closing Statement", as used in this Agreement, shall mean the definitive Closing Statement accepted by Seller or agreed to by Seller and Buyer in accordance with Section 1.4(b) or the definitive Final Closing Statement resulting from the determinations made by the Accountants in accordance with this Section 1.4(c) (in addition to those items theretofore accepted by Seller or agreed to by Seller).

Resolution of Protest. The Buyer and the Sellers’ Representative shall use Reasonable Efforts to resolve, as soon as practicable, any objection of the Sellers’ Representative set forth in the Protest Notice. If the Buyer and the Sellers Sellers’ Representative are unable to resolve any disagreement such objection with respect to any Sellers’ Return or Straddle Period Return the September Enrollment Schedule within fifteen twenty (1520) days following the delivery of a Protest Notice, then either the Buyer Sellers’ Representative or the Sellers Buyer may refer the unresolved items in dispute (the “Unresolved Enrollment Items”) to the Independent AccountantAccountants. In such casePromptly, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, but not later than thirty (30) days after acceptance of its retention. The Sellers their appointment, or such longer period as Buyer and the Sellers’ Representative may agree in writing, the Accountants will determine (based solely on written presentations to the Accountants by the Sellers’ Representative and the Buyer shall each submit and not by independent review) and will render a report as to the Independent Accountant a binder setting forth their specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers Unresolved Enrollment Items and the Buyerresulting September Enrollment Schedule, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written which report shall will be deemed final, conclusive and binding upon the PartiesParties for all purposes hereunder. In resolving any disputed itemUnresolved Enrollment Item, the Independent Accountant Accountants (Ai) may not assign a number or value to any particular item greater than the greatest number or value for such item claimed by either the Sellers or the Buyer, Party or less than the lowest number or value for such item claimed by either the Sellers or the BuyerParty, in each case as presented to the Independent AccountantAccountants, (Bii) shall be bound by the principles set forth in this Section 7.1act as an expert and not as an arbitrator, (iii) may not propose for resolution any matters that are not Unresolved Enrollment Items and (Civ) shall limit its review to matters specifically set forth in may not take ex parte oral testimony from the Protest NoticeParties or any other Person. The fees and expenses of the Independent Accountant Accountants shall be borne shared equally by the Sellers’ Representative, on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount not awarded . The Members’ Portion shall be paid to the Sellers bears to the amount actually contested by Accountants from the Sellers’ Representative Fund Amount.

Resolution of Protest. If the Buyer and the Sellers Sellers’ Representative are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return within fifteen (15) days following the delivery of a Protest Notice, then either the Buyer or the Sellers Sellers’ Representative may refer the items in dispute to the Independent Accountant. In such case, the Buyer and the Sellers Sellers’ Representative will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, not later than thirty (30) days after acceptance of its retention. The Sellers Sellers’ Representative and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers Sellers’ Representative nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers Sellers’ Representative and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (Ai) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers Sellers’ Representative or the Buyer, or less than the lowest value for such item claimed by either the Sellers Sellers’ Representative or the Buyer, in each case as presented to the Independent Accountant, (Bii) shall be bound by the principles set forth in this Section 7.1, and (Ciii) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne by the Sellers, on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers bears to the amount actually contested by the Sellers.

Resolution of Protest. If During the fifteen (15) days following delivery of any Closing Statement Protest Notice, Buyer and Seller shall seek in good faith to resolve any differences which they may have with respect to the Sellers matters specified in the Closing Statement Protest Notice. If Buyer and Seller are unable to resolve any disagreement set forth in the Closing Statement Protest Notice within such fifteen (15) day period, then Seller and Buyer shall jointly engage a nationally recognized independent public accounting firm that is not the independent auditor of any of Buyer, Seller or their respective Affiliates or any firm that has provided services to Buyer, Seller or their respective Affiliates since December 31, 2017 (the firm so engaged, the “Accountants”). The Accountants so engaged shall be required to resolve the disagreements with or relating to the Closing Statement in accordance with the terms and provisions of this Agreement within thirty (30) days after Seller and Buyer submit the matter to the Accountants, which resolution shall, absent manifest error, be final and binding on each of the Parties. The Accountants shall act to resolve, based solely on presentations and supporting materials provided by Buyer and Seller, and not by independent review, each item of disagreement; provided, that the Accountants shall only be authorized to resolve any disputed items and amounts within the range of difference between Seller’s position with respect to any Sellers’ Return or Straddle Period Return thereto and Buyer’s position with respect thereto. Written submissions must be made by Buyer and Seller within fifteen (15) days following after the delivery Accountants are engaged, and the Accountants must rule within fifteen (15) days of receiving such submissions. The Accountants may conduct a Protest Noticeconference concerning the disagreements between Seller and Buyer, then either at which conference each Party shall have the Buyer or the Sellers may refer the items in dispute right to (i) present its documents, materials and other evidence (previously provided to the Independent AccountantAccountants and the other Party), and (ii) have present its advisors, accountants, counsel and other representatives. In such case, the Buyer and Seller agree to execute, if requested by the Sellers will jointly retain the Independent Accountant and direct it to render Accountants, a reasonable engagement letter. The Accountants shall issue a detailed written report resolving any and that sets forth the resolution of all items in dispute as set forth in the Protest Notice, not later than thirty (30) days after acceptance of its retentionand that contains a definitive Closing Statement. The Sellers Such report and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific informationdefinitive Closing Statement therein shall, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communicationabsent manifest error, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive final and binding upon the Parties. In resolving any disputed itemThe fees, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, or less than the lowest value for such item claimed by either the Sellers or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest Notice. The fees costs and expenses of the Independent Accountant Accountants shall be borne equally by the SellersBuyer, on the one hand, and Seller and Seller Principals in the Buyeraggregate, on the other hand. The term “Final Closing Statement” as used in this Agreement, based upon shall mean the percentage that definitive Closing Statement accepted by Seller pursuant to Section 2.3(a)(iii) or agreed to by Seller and Buyer in accordance with this Section 2.3(a)(v) or the amount not awarded to definitive Closing Statement resulting from the Sellers bears to the amount actually contested determinations made by the SellersAccountants in accordance with this Section 2.3(a)(v). The Accountants shall act as experts and not arbitrators.

Resolution of Protest. If the Buyer and the Sellers Seller are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return the calculation of the Closing Date Net Working Capital within fifteen twenty (1520) days following the delivery of a any Protest Notice, then either the Buyer Seller or the Sellers Buyer may refer the items in dispute to Deloitte LLP (the "Independent Accountant"). In such case, the Buyer Seller and the Sellers Buyer will jointly retain the Independent Accountant and direct it to render a written report setting forth its determination of the Closing Date Net Working Capital, resolving any and all items in dispute (as set forth in the Protest Notice), not later than thirty (30) days after acceptance of its retention. The Sellers Seller and the Buyer shall each submit to the Independent Accountant a binder setting forth their respective computations of the Closing Date Net Working Capital and specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers Seller nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers Independent Accountant may conduct a conference concerning the objections and disagreements between the Seller and the Buyer, at which conference each of the Seller and the Buyer shall have the right to (i) present its documents, materials and other evidence included in its binder (previously provided to the Independent Accountant and the other Party) and (ii) have present its or their advisors, accountants, counsel and other Representatives. The Seller and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, Closing Date Net Working Capital as promptly as reasonably practicable. The Independent Accountant shall conduct its review, resolve all disputes and, to the extent necessary, compute the Closing Date Net Working Capital based solely on the binders submitted by the Seller and the Buyer (not by independent review). The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers Seller or the Buyer, or less than the lowest value for such item claimed by either the Sellers Seller or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.12.2 (including that all calculations shall be made in accordance with the methodology set forth on Exhibit A), and (C) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne by the SellersSeller, on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers Seller or the Buyer bears to the amount actually contested by the SellersSeller or the Buyer.

Resolution of Protest. Upon receipt of the Protest Notice, the Buyer and the Seller Representative shall use good faith efforts to resolve any dispute involving the determination of the Net Working Capital. If the Buyer and the Sellers Seller Representative are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return within fifteen (15) days following the delivery of a Protest Notice, then either the Buyer or the Sellers may refer the items in dispute as to the Independent Accountant. In such case, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, not later than Net Working Capital Statement within thirty (30) days after acceptance following the Buyer’s receipt of the Protest Notice, then the dispute will be promptly referred to an independent certified public accounting firm of national standing which has not regularly provided services to the Buyer, SvoCo, Prairie, the Company or any of its retentionSubsidiaries in the last three (3) years (the “Accountants”) for final arbitration within forty-five (45) days after the matter is submitted to the Accountants. The Sellers Buyer and the Sellers agree that arbitration shall take place in Portland, Oregon, unless agreed otherwise at the time of arbitration by the Buyer and the Seller Representative. The Accountants shall each submit then diligently conduct the arbitration proceeding in accordance with rules and procedures mutually agreed upon by the Buyer and the Seller Representative and, if the Buyer and the Seller Representative are unable to mutually agree upon such rules and procedures, such rules and procedures as the Independent Accountant Accountants may determine. The decision of the Accountants shall be final and conclusive upon the Buyer and the Sellers, and a binder setting forth their specific informationjudgment upon the award may be entered in any court having jurisdiction. The Accountants shall act as an arbitrator to determine, evidence based solely on presentations by the Buyer and support for their respective positions as to all items the Seller Representative, and not by independent review, only those amounts still in dispute. Neither The Buyer and the Sellers nor the Buyer shall have or conduct any communicationagree to execute, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made if requested by the Independent AccountantAccountants, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, or less than the lowest value for such item claimed by either the Sellers or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest Noticereasonable engagement letter. The fees and expenses of the Independent Accountant Accountants shall be borne by divided equally between the SellersBuyer, on the one hand, and the BuyerSellers, on the other hand. The term “Final Net Working Capital Statement,” as used in this Agreement, based upon shall mean the percentage that the amount not awarded to the Sellers bears to the amount actually contested definitive Net Working Capital Statement accepted by the SellersSeller Representative or agreed to by the Seller Representative and the Buyer in accordance with Section 2.5(c) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountants in accordance with this Section 2.5(d).

Resolution of Protest. If the Buyer Purchaser and the Sellers Seller Representative are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return the preparation of the Closing Date Balance Sheet and/or the Post-Closing Statement within fifteen twenty (1520) days following the delivery of a any Protest Notice, then either the Buyer Purchaser or the Sellers Seller Representative may refer the items in dispute to the Independent Accountant. In such case, the Buyer Purchaser and the Sellers Seller Representative will jointly retain the Independent Accountant and direct it to render a written report setting forth its determination of each of the Post-Closing Statement Components resolving any and all items in dispute (as set forth in the Protest Notice), not later than thirty (30) days after acceptance of its retention. The Sellers Seller Representative and the Buyer Purchaser shall each submit to the Independent Accountant a binder setting forth their specific respective computations of the Post-Closing Statement Components and such other information, evidence and support for their respective positions as such Party may wish to all submit with respect to the items in dispute. Neither the Sellers Seller Representative nor the Buyer Purchaser shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers Independent Accountant may conduct a conference concerning the objections and disagreements between the Seller Representative and Purchaser, at which conference each of the Seller Representative and Purchaser shall have the right to (i) present its documents, materials and other evidence previously submitted to the Independent Accountant and the Buyerother Party and (ii) have present its or their advisors, accountants, counsel and other Representatives. The Seller Representative and Purchaser, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly Post-Closing Statement Components as reasonably practicable. The Independent Accountant shall conduct its review, resolve all disputes and compute the Post-Closing Statement Components based solely on the information, evidence and support submitted by the Seller Representative and Purchaser (not by independent review). The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers Seller Representative or the BuyerPurchaser, or less than the lowest value for such item claimed by either the Sellers Seller Representative or the BuyerPurchaser, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.12.4 (including without limitation that all calculations shall be made in accordance with the Accounting Principles), and (C) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne fifty percent (50%) by the Sellers, on the one hand, and the Buyerfifty percent (50%) by Purchaser, on the other hand. Notwithstanding anything to the contrary in this Agreement, based any disputes regarding Post-Closing Statement Components, including the calculation of the Closing Payment Shares, shall be resolved solely and exclusively as set forth in this Section 2.4(c). The scope of the disputed items to be resolved by the Independent Accountant shall be limited to whether the Post-Closing Statement Components were calculated in accordance with the terms of this Agreement. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the percentage that the amount Parties and shall not awarded be subject to the Sellers bears collateral attack for any reason. The Parties shall be entitled to the amount actually contested by the Sellershave a judgment entered on such written report in any court of competent jurisdiction.

Resolution of Protest. If a Protest Notice is timely delivered in accordance with Section 2.3(e), Seller and Buyer shall promptly endeavor in good faith to resolve any disagreement as to the Closing Statement. If Buyer and the Sellers Seller are unable to resolve in writing any disagreement with respect as to any Sellers’ Return or Straddle Period Return the Closing Statement within fifteen thirty (1530) days following Buyer’s receipt of the delivery of a Protest Notice, then either the Buyer or the Sellers may refer the items amounts in dispute will be promptly referred to PwC (the Independent Accountant. In such case“Accountants”) for final arbitration, the Buyer and the Sellers will jointly retain the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice, not later than which arbitration shall be completed within thirty (30) days after acceptance of its retentionthe matter is submitted to the Accountants, and which arbitration shall be final, binding and non-appealable. The Sellers Accountants shall act as an arbitrator to determine, based solely on presentations and the submissions by Buyer and Seller (which presentations and submissions shall each submit be made to the Independent Accountant a binder setting forth their specific informationAccountants no later than fifteen (15) business days after the engagement of the Accountants), evidence and support for their respective positions as to all items not by independent review, only those amounts still in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oralin each case, in accordance with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communicationdefinitions set forth herein. The Sellers and the Buyer, and their respective Representatives, Accountants shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater component of Purchase Price that is higher or lower than the greatest value for such item claimed values set forth by either Buyer and Seller in the Sellers or the BuyerClosing Statement and Protest Notice, or less than the lowest value for such item claimed by either the Sellers or the Buyeras applicable. Buyer and Seller agree to execute, in each case as presented to the Independent Accountant, (B) shall be bound if requested by the principles set forth in this Section 7.1Accountants, and (C) shall limit its review to matters specifically set forth in the Protest Noticea reasonable engagement letter. The fees and expenses of the Independent Accountant Accountants shall be borne allocated between Buyer and Seller (as determined by the Sellers, on Accountants) so that Seller’s share of such fees and expenses shall be equal to the one handproduct of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer; provided that any retainer or upfront engagement fee shall initially be paid in equal portions by Buyer and Seller and Buyer or Seller, on as applicable, shall reimburse the other handas necessary to accomplish the split of fees set forth in the immediately preceding sentence. The term “Final Closing Statement,” as used in this Agreement, based upon shall mean the percentage that Closing Statement if deemed final in accordance with Section 2.3(e) or the amount not awarded definitive Closing Statement agreed to in writing by Seller and Buyer or resulting from the Sellers bears to the amount actually contested determinations made by the SellersAccountants in accordance with this Section 2.3(f).

Resolution of Protest. If the Buyer Parent and the Sellers Interested Holders Representative are unable to resolve any disagreement with respect to any Sellers’ Return the Closing Date Balance Sheet or Straddle Period Return the Closing Schedule disputed by the Interested Holders Representative pursuant to Section 2.07(d) within fifteen twenty (1520) days following the Interested Holders Representative’s proper and timely delivery of a any Protest Notice, then either the Buyer Interested Holders Representative, on behalf of the Interested Holders, or the Sellers Parent may refer the items in dispute to the Independent Accountant. In such case, the Buyer a nationally or regionally recognized accounting firm mutually agreeable to Parent and the Sellers will jointly retain Interested Holders Representative (the Independent Accountant and direct it to render a written report resolving any and all items in dispute as set forth in the Protest Notice“Accountants”). Promptly, but not later than thirty (30) days after acceptance of its retention. The Sellers appointment, the Accountants will determine (based solely on presentations to the Accountants by the Interested Holders Representative and Parent and not by independent review) and will render a written report to the Interested Holders Representative and Parent as to the resolution of the disputes and the Buyer shall each submit to the Independent Accountant a binder setting forth their specific informationresulting Closing Date Balance Sheet or Closing Schedule, evidence and support for their respective positions as to all items in dispute. Neither the Sellers nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, as promptly as reasonably practicable. The findings and determinations of the Independent Accountant as set forth in its written which report shall will be deemed final, conclusive and binding upon the Parties. In resolving any disputed item, the Independent Accountant (A) Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers or the Buyer, Party or less than the lowest value for such item claimed by either the Sellers or the BuyerParty, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest NoticeAccountants. The fees and expenses of the Independent Accountant shall Accountants will be borne paid by the SellersInterested Holders Representative (on behalf of the Interested Holders), on the one hand, and the Buyerby Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers Interested Holders Representative or Parent, respectively, bears to the aggregate amount actually contested by the SellersInterested Holders Representative and Parent. Any such fees and expenses payable by the Interested Holders Representative will be paid from the Interested Holders Representative Amount (or, if such amount is insufficient, the remainder will be paid from the Escrow Funds).

Resolution of Protest. The Buyer and the Sellers’ Representative will use reasonable efforts to resolve any disagreement with respect to the Closing Statement within thirty (30) days after delivery of the Protest Notice. If the Buyer and the Sellers Sellers’ Representative are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return items set forth on the Closing Statement within fifteen such thirty (1530) days following the delivery of a Protest Noticeday period, then either the Buyer or the Sellers Sellers’ Representative may refer the items in dispute to Xxxxx Xxxxxxxx, LLP (the “Independent Accountant”). In such case, the Buyer and the Sellers Sellers’ Representative will jointly retain the Independent Accountant and direct it to render a written report resolving setting forth its determination of any and all items in dispute (as set forth in the Protest Notice), not later than thirty (30) days after acceptance of its retention. The Sellers Sellers’ Representative and the Buyer shall each submit to the Independent Accountant a binder setting forth their respective computations of the Price Components and the resulting Purchase Price Adjustment Amount, as the case may be, and specific information, evidence evidence, and support for their respective positions as to all items in dispute. Neither the Sellers Sellers’ Representative nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers Sellers’ Representative and the Buyer, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return Closing Statement or the Straddle Period Return, as applicable, Purchase Price Adjustment Amount as promptly as reasonably practicable, provided that no Party shall be required to provide such information or access if doing so would cause a loss of attorney-client, work product or other similar right, protection or privilege of such Party or its Affiliate or result in a violation of applicable Law. The Independent Accountant shall conduct its review, resolve all disputes and, to the extent necessary, compute the Price Components, the Purchase Price and the resulting Purchase Price Adjustment Amount, as the case may be, based solely on the binders submitted by the Sellers’ Representative and the Buyer (not by independent review). The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive conclusive, and binding upon upon, and non-appealable by, the Parties. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers Sellers’ Representative or the Buyer, or less than the lowest value for such item claimed by either the Sellers Sellers’ Representative or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.12.2 (including that all calculations shall be made in accordance with the Accounting Principles consistently applied) and the other definitions set forth in this Agreement, and (C) shall limit its review to matters specifically set forth in the Protest Notice. The fees and expenses of the Independent Accountant shall be borne by the SellersSellers (jointly and severally), on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers bears to the amount actually contested by the Sellers’ Representative.

Resolution of Protest. If the Buyer and the Sellers Seller are unable to resolve any disagreement with respect to any Sellers’ Return or Straddle Period Return within fifteen (15the Closing Schedule as set forth in Section 2.2(b)(ii) days following the delivery of a any Protest Notice, then either the Buyer Seller or the Sellers Buyer may refer the items in dispute to RSM US LLP is unable to assist then another nationally recognized independent accounting firm mutually agreeable to the Buyer and the Seller, which agreement shall not be unreasonably withheld (the “Independent Accountant”). In such case, the Buyer Seller and the Sellers Buyer will jointly retain the Independent Accountant and agree to enter into a customary engagement letter, and direct it the Independent Accountant to render a written report resolving setting forth its determination of any and all items in dispute (as set forth in the Protest Notice), not later than thirty (30) days after acceptance of its retention. The Sellers Seller and the Buyer shall each submit to the Independent Accountant a binder setting forth their respective computations of the Closing Schedule and specific information, evidence and support for their respective positions as to all items in dispute. Neither the Sellers Seller nor the Buyer shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present or receiving a concurrent copy of any written communication. The Sellers Independent Accountant may conduct a conference concerning the objections and disagreements between the Seller and the Buyer, at which conference each of the Seller and the Buyer shall have the right to (i) present its documents, materials and other evidence included in its binder (previously provided to the Independent Accountant and the other Party) and (ii) have present its or their advisors, accountants, counsel and other Representatives. The Seller and the Buyer, and their respective Representativesemployees and/or agents, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with the intent to fairly and in good faith resolve all disputes relating to the Sellers’ Return or the Straddle Period Return, as applicable, Closing Schedule as promptly as reasonably practicable. The Independent Accountant shall conduct its review, resolve all disputes and, to the extent necessary, compute the Closing Schedule based solely on the binders submitted by the Seller and the Buyer (not by independent review), and shall determine only those items as in dispute as set forth in the Protest Notice. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the PartiesParties absent manifest mathematical error (in which case the Independent Accountant shall re-issue its written report correcting such error). In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Sellers Seller or the Buyer, or less than the lowest value for such item claimed by either the Sellers Seller or the Buyer, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 7.1, and (C) shall limit its review to matters specifically set forth in the Protest Notice. The Buyer and the Seller shall pay the fees and expenses of the Independent Accountant shall be borne in the same proportion that the aggregate amount of the disputed items so submitted to the Independent Accountant that is unsuccessfully disputed by such Party (as finally determined by the Sellers, on the one hand, and the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Sellers Independent Accountant) bears to the total disputed amount actually contested by of such items so submitted. Other than the Sellersfees and expenses of the Independent Accountant, Buyer and Seller will each be responsible for its own costs and expenses incurred in connection with any actions taken pursuant to this Section 2.2(b).