Common use of Review and Dispute Resolution Clause in Contracts

Review and Dispute Resolution. During the 30-day period ------------------------------ following Seller's receipt of the Statement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement ("Notice of Disagreement") to Buyer prior to ---------------------- such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated in accordance with this Section 2. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the earlier of (I) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance with this Section 2(b)(iii), and as the same may be revised in accordance with clauses (I) or (II) of the preceding sentence, is hereinafter referred to as the "Final Statement". --------------- During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for --------------- review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing. Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission of the disputed matters to the Accounting Firm. Seller and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2(b) shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Buyer's independent auditors incurred in connection with their review of the Statement and any Notice of Disagreement shall be borne by Buyer.

Review and Dispute Resolution. During (i) Within 45 days after the 30-day period ------------------------------ following Seller's receipt end of (x) the First Earnout Period and (y) in the event the Maximum Base Earnout Amount is earned, but the Maximum Excess Earnout Amount is not earned (in each case, for the First Earnout Period), the Second Earnout Period, Purchaser shall deliver to the Seller Agent a statement (each, an “Earnout Statement”) setting forth Purchaser’s good faith calculation of the Statement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement ("Notice of Disagreement") to Buyer prior to ---------------------- such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted Total Software Revenue and (B) only include disagreements applicable Earnout Payment, in each case for such applicable Earnout Period and based on mathematical errors the principles and methodologies used to calculate Total Software Revenue in Schedule 1.7. Purchaser shall provide the Seller Agent and its Representatives reasonable access upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of each Earnout Statement and shall cause its personnel to reasonably cooperate with the Seller Agent or based on Closing Net Working Capital not being calculated its Representatives in accordance connection with this Section 2its review of each Earnout Statement. (ii) The Seller Agent shall have 30 days within which to review an Earnout Statement after Purchaser’s delivery thereof. The Seller Agent may object to any calculation set forth in the Earnout Statement by providing written notice of such objection to Purchaser within 30 days after Purchaser’s delivery of the Earnout Statement (the “Notice of Earnout Objection”), together with the basis of its objection in reasonable detail and any supporting documentation, information and calculations. If a Notice of Disagreement Earnout Objection is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the earlier of (I) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance with this Section 2(b)(iii), and as the same may be revised in accordance with clauses (I) or (II) of the preceding sentence, is hereinafter referred to as the "Final Statement". --------------- During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of not provided within such 30-day period, the Earnout Statement (and each of the calculations set forth therein) shall be deemed final. (iii) If the Seller Agent provides the Notice of Earnout Objection, then Purchaser and Buyer the Seller Agent shall submit confer in good faith for a period of up to 30 days following Purchaser’s receipt of the Notice of Earnout Objection in an independent accounting firm (the "Accounting Firm") for --------------- review and resolution attempt to resolve any and all matters which remain in dispute and which were properly included disputed matter set forth in the Notice of DisagreementObjection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto. (iv) If, after the 30-day period set forth in Section 1.7(c)(ii), Purchaser and the Seller Agent cannot resolve any matter set forth in the Notice of Earnout Objection, then Purchaser and the Seller Agent shall engage the Reviewing Accountant (or another nationally-recognized accounting firm reasonably acceptable to both Purchaser and the Seller Agent) to review only the matters in the Notice of Earnout Objection that are still disputed by Purchaser and the Seller Agent and any calculations to the extent relevant thereto. The Accounting Firm Reviewing Accountant shall act as an expert, not as an arbitrator, in resolving matters in the Notice of Objection. The proceeding before the Reviewing Accountant shall be a nationally recognized independent public accounting firm as an expert determination under Applicable Laws governing expert determination and appraisal proceedings. All communications between the Seller Agent and Purchaser or any of their respective Representatives, on the one hand, and the Reviewing Accountant, on the other hand, shall be agreed upon by in writing with copies simultaneously delivered to the parties non-communicating party. The Reviewing Accountant shall be instructed to resolve the unresolved disputed matters in writingaccordance with the definitions of Total Software Revenue and Earnout Payment and shall be instructed not to independently investigate any other matters. Seller After such review and Buyer a review of the Company’s relevant books and records, the Reviewing Accountant shall use reasonable efforts to cause promptly (and in any event within 45 days following its engagement) determine the Accounting Firm to resolution of such remaining disputed matters and render a written decision resolving as to each disputed matter in the matters Notice of Earnout Objection that is submitted to the Accounting Firm within 30 days following submission Reviewing Accountant, including a statement in reasonable detail of the disputed matters to basis for its determination, which determination shall (absent fraud or manifest error) be final and binding on the Accounting Firmparties hereto. Seller and Buyer agree In no event shall the decision of the Reviewing Accountant provide for a calculation of any element of the Total Software Revenue or the Earnout Payment that judgment may be entered upon is less than the lower calculation thereof shown in the Earnout Statement or in the Notice of Earnout Objection or greater than the higher calculation thereof shown in the Earnout Statement or in the Notice of Earnout Objection. (v) As soon as reasonably practicable after the final determination of the Accounting Firm each Earnout Payment in any court having jurisdiction over the party against which such determination is accordance with this Section 1.7, subject to be enforced. The cost of any arbitration (including the fees and expenses adjustment or withholding pursuant to Article IX, Purchaser shall cause its transfer agent to issue to each of the Accounting Firm and reasonable attorney fees and expenses Sellers the portion of the parties) pursuant applicable Earnout Payment allocated to such Seller in the Spreadsheet, in each case in accordance with this Section 2(b) shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Buyer's independent auditors incurred in connection with their review of the Statement and any Notice of Disagreement shall be borne by Buyer1.1.

Review and Dispute Resolution. During Within 30 days following receipt by Paltalk of a Calculation Statement (the 30-day period ------------------------------ following Seller's receipt of the Statement“Review Period”), Seller and its independent auditors Paltalk shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Seller gives deliver written notice of its disagreement with the Statement ("Notice of Disagreement"an “Objection Notice”) to Buyer prior of any disagreement Paltalk has with respect to ---------------------- such datethe preparation or content of the Calculation Statement. Any Such Objection Notice of Disagreement shall (A) specify describe in reasonable detail the nature items contained in the Calculation Statement with which Paltalk disagrees, the basis for any such disagreement and, to the extent available, the amount of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated in accordance with this Section 2the disagreement. If Paltalk does not provide Buyer with an Objection Notice related to a Notice of Disagreement is received by Buyer in a timely mannerCalculation Statement within the applicable Review Period, then the such Calculation Statement (as revised in accordance with clause (I) or (II) below) shall become final will be final, conclusive, and binding upon Seller and Buyer on the earlier of (I) Parties. If Paltalk provides Buyer with an Objection Notice within the date Seller Review Period, then Buyer and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance with this Section 2(b)(iii), and as the same may be revised in accordance with clauses (I) or (II) of the preceding sentence, is hereinafter referred to as the "Final Statement". --------------- During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer Paltalk shall seek negotiate in good faith to resolve any disagreements related thereto. If Buyer and Paltalk, notwithstanding such good faith effort, fail to resolve any disagreement contained in writing an Objection Notice within 30 days after Paltalk provides Buyer with such Objection Notice, then (i) Buyer and Paltalk jointly shall engage and instruct Xxxxx & Xxxxx LLP (the “Accounting Firm”) to resolve any differences such unresolved disagreement(s), and (ii) all matters which they may have with respect to the matters specified were not included in the Objection Notice of Disagreementand all matters in the Objection Notice which have been resolved between the parties shall be final, conclusive, and binding on the Parties. At the end of such 30-day period, Seller Paltalk and Buyer shall submit jointly instruct the Accounting Firm that it (A) shall review only the unresolved disagreements contained in the Objection Notice, (B) shall make its determination based upon the terms and conditions set forth in this Agreement and the Earnout Calculation Methodology, (C) shall render its decision within 30 days after the referral of the dispute to the Accounting Firm for a decision pursuant hereto, (D) shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party and (E) shall make its decision solely on written materials submitted by the Parties and the terms and conditions of this Agreement and shall not conduct an independent accounting firm (review. As promptly as practicable following the "Accounting Firm"’s engagement, Buyer and Paltalk shall each prepare and submit a written presentation to the Accounting Firm. Following delivery of the presentations, Buyer and Paltalk may each submit a written response to the other Party’s presentation. As soon as practicable thereafter, the Accounting Firm shall render a decision based solely on the written presentations, written responses to Buyer and Xxxxxxx’s written presentations, and the terms and conditions of this Agreement. Neither Paltalk nor Buyer (and none of their respective representatives) for --------------- review and resolution shall have any and all matters which remain in dispute and which were properly included in ex parte conversation(s) or meeting(s) with the Notice Accounting Firm without the prior consent of Disagreementthe other Party. The fees, costs and expenses of the Accounting Firm shall be a nationally recognized independent public accounting firm as shall be agreed upon allocated to and borne by Xxxxx, on the parties in writing. Seller one hand, and Buyer shall use reasonable efforts to cause Paltalk, on the other hand, based on the percentage that the Accounting Firm Firm’s determination (before such allocation) bears to render a decision resolving the matters total amount of the total items in dispute as originally submitted to the Accounting Firm within 30 days following submission that are resolved against the respective Parties. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Xxxxx’s position, 60% of the disputed matters to costs of its review would be borne by Paltalk, and 40% of the costs would be borne by Xxxxx. All determinations made by the Accounting FirmFirm shall be final, conclusive, and binding on the Parties. Seller and Buyer agree that judgment Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party Party against which such determination is to be enforced. The cost of any arbitration (including process set forth in this Agreement shall be the fees and expenses exclusive remedy of the Accounting Firm and reasonable attorney fees and expenses Parties for any disputes related to items required to be reflected on the Calculation Statement or included in the calculation of the parties) pursuant to this Section 2(b) shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by Earnout Amount or the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Buyer's independent auditors incurred in connection with their review of the Statement and any Notice of Disagreement shall be borne by BuyerRevenue.

Review and Dispute Resolution. During The Cash Adjustment and the 30-day period ------------------------------ following Seller's receipt of MCE Common Stock Adjustment as prepared and determined by MCE and delivered to Metelics and/or the Statement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement ("Notice of Disagreement") to Buyer prior to ---------------------- such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated Shareholders' Committee in accordance with this Section 24.3 shall be binding and conclusive on the parties hereto unless, on or prior to twenty (20) days after the delivery thereof, Metelics and/or the Shareholders' Committee give written notice to MCE of Metelics' and/or the Shareholders' Committee objection to any item thereon. In the event such an objection is made, any item not objected to shall be binding and conclusive on the parties hereto. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the earlier of (I) the date Seller and Buyer resolve in writing any differences they have parties are unable to reach agreement with respect to any item objected to within fifteen (15) days after Metelics' and/or the matters specified Shareholders' Committee notice of objection, the joint determination of the respective independent public accountants of MCE and Metelics, being Ernst & Young LLP and Mohlxx, Xxxox & Xillxxxx, xxspectively, as to any such item shall be binding and conclusive on the parties hereto. If such independent public accountants cannot agree within twenty (20) days after the expiration of the aforementioned fifteen (15) day period, at the option of either MCE, on the one hand, or Metelics and/or the Shareholders' Committee, on the other hand, any item so disputed shall be submitted to Price Waterhouse and determinations thus made shall be binding upon the parties hereto. MCE shall pay the cost of its own independent public accountants (including Ernst & Young LLP) for services rendered in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance connection with this Section 2(b)(iii)Agreement and the Shareholders shall pay the cost of Metelics' own independent public accountants (including Mohlxx, Xxxox & Xillxxxx) xxr services rendered in connection with this Agreement. In addition, each of MCE, on the one hand, and as the same may be revised in accordance with clauses Shareholders, on the other hand, shall bear one-half (I) or (II1/2) of the preceding sentencecost of Price Waterhouse, is hereinafter referred to as the "Final Statement". --------------- During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for --------------- review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreementif applicable. The Accounting Firm shall be a nationally recognized independent public accounting firm as shall be agreed upon by MCE Companies, Metelics and the parties in writing. Seller and Buyer Shareholders shall use reasonable their best efforts to cause complete the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission of the disputed matters to the Accounting Firm. Seller and Buyer agree that judgment may be entered upon the final determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2(b) shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Seller, Cash Adjustment and the fees and disbursements of Buyer's independent auditors incurred in connection with their review of MCE Common Stock Adjustment as soon as practicable after the Statement and any Notice of Disagreement shall be borne by BuyerClosing Date.

Review and Dispute Resolution. During the 30-day period ------------------------------ following Seller's receipt of the Statement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement ("Notice of Disagreement") to Buyer prior to ---------------------- such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated in accordance with this Section 2. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the earlier of (I) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance with this Section 2(b)(iii), and as the same may be revised in accordance with clauses (I) or (II) of the preceding sentence, is hereinafter referred to as the "Final Statement". --------------- During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for --------------- review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing. Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission of the disputed matters to the Accounting Firm. Seller and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in 11 6 any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2(b) shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Buyer's independent auditors incurred in connection with their review of the Statement and any Notice of Disagreement shall be borne by Buyer.

Review and Dispute Resolution. During Following the 30-day period ------------------------------ following delivery of any Earnout Statement to Seller's receipt , Purchaser and FAT Brands shall afford Seller or its representatives the full opportunity to receive copies of and examine such supporting schedules, analyses, work papers (including any audit work papers) and other underlying records or documentation as are reasonably necessary or appropriate to evaluate such Earnout Statement or Purchaser’s calculation of the StatementEarnout Face Value as of the Earnout Calculation Date. Purchaser and FAT Brands shall fully and promptly cooperate with Seller or its representatives in such examination, including providing answers to reasonable questions asked by Seller or its representatives, and Purchaser and FAT Brands shall promptly make available to Seller and its independent auditors shall be permitted to review the working papers relating representatives any records under their control that are reasonably requested by Seller or its representatives and are relevant to the Statementforegoing matters. The Statement shall become final and binding upon the parties on the thirtieth day If within thirty (30) days following delivery thereofof the applicable Earnout Statement to Seller, unless Seller gives has not delivered to Purchaser and FAT Brands written notice of its disagreement with the Statement ("Notice of Disagreement"an “Objection Notice”) to Buyer prior to ---------------------- such date. Any Notice of Disagreement shall (A) specify setting forth in reasonable detail the nature reasons for which Seller does not agree with the calculation of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated the Earnout Face Value set forth in accordance with this Section 2. If a Notice of Disagreement is received by Buyer in a timely mannerthe Earnout Statement, then the such Earnout Statement (as revised in accordance with clause (I) or (II) below) shall become be deemed final and binding upon Seller and Buyer on the earlier of parties and the applicable Earnout Payment shall be due and payable as provided in Section 8.5. If Seller delivers an Objection Notice within such thirty (I30) the date day period, then Purchaser, FAT Brands and Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance with this Section 2(b)(iii), and as the same may be revised in accordance with clauses (I) or (II) of the preceding sentence, is hereinafter referred to as the "Final Statement". --------------- During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek endeavor in good faith to resolve the objections contained therein, for a period not to exceed thirty (30) days following delivery of such Objection Notice. If, at the end of such thirty (30) day period, there are any objections that remain in writing any differences which they may have dispute with respect to the matters specified Earnout Statement, then the items in the Objection Notice of Disagreement. At that remain in dispute (the “Disputed Items”) shall be submitted for resolution to a nationally recognized accounting firm (the “Referee”) mutually agreed by FAT Brands and Seller (but who shall not have served as the auditor of, or a consultant to, Purchaser, Seller or FAT Brands) within five (5) days following the end of such thirty (30-) day period; provided that, if Purchaser and Seller are unable to mutually agree on a Referee within such five (5) day period, then each of Purchaser and Seller shall appoint one (1) such independent nationally recognized accounting firm and Buyer those two firms shall submit to an independent appoint a third nationally recognized accounting firm (independent of both Seller and FAT Brands and their respective Affiliates) which third firm shall be the "Accounting Firm"Referee, and no party shall have the right to litigate such Disputed Items before a judge or jury. The parties shall promptly enter into a customary engagement agreement with the Referee. The Referee shall determine only the Disputed Items within forty-five (45) days after the Disputed Items are submitted to it. If any Disputed Items are submitted to the Referee for --------------- review resolution, (a) each party shall furnish to the Referee such work papers and resolution other documents and information relating to the Disputed Items as the Referee may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any and all material relating to the determination of the matters which remain in dispute and which were properly included to discuss such determination with the Referee; (b) Seller and Purchaser shall each assign a value to each Disputed Item and the Referee shall determine each Disputed Item (based on the determination that most closely complies with the provisions of, and definitions set forth in, this Agreement) but shall not assign a value to any Disputed Item that is greater than the greatest value for such Disputed Item assigned to it by either party or less than the smallest value for such Disputed Item assigned to it by either party; (c) once the Referee determines all such Disputed Items, the Referee shall calculate the Earnout Face Value as of the applicable Earnout Calculation Date by taking into account all components of such calculation not disputed by the parties, the Referee’s determination with respect to each Disputed Item and the terms of this Article 8, in each case, in accordance with this Article 8; and (d) the Referee shall set forth such calculation in reasonable detail in a written notice and deliver such notice to Purchaser and Seller, and such calculation shall (except in the Notice case of Disagreement. The Accounting Firm shall fraud or manifest error) be a nationally recognized independent public accounting firm as shall be agreed upon by binding and conclusive on the parties in writing. Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render constitute a decision resolving the matters submitted to the Accounting Firm within 30 days following submission of the disputed matters to the Accounting Firm. Seller final, binding and Buyer agree that unappealable award upon which a judgment may be entered upon the determination of the Accounting Firm in by any court having jurisdiction over thereof and shall constitute a final and binding Earnout Statement for all purposes under this Agreement. Purchaser and FAT Brands, on the party against which such determination is to one hand, and Seller, on the other hand, shall each bear their own fees and expenses in connection with any dispute resolution under this Section 8.4; provided, however, that Purchaser shall be enforced. The cost responsible for the portion of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney Referee determined by multiplying (y) the fees and expenses of the partiesReferee by (z) pursuant a fraction, the numerator of which is the total amount of the adjustments to this Section 2(b) shall be borne the Earnout Face Value originally proposed by Buyer and Seller in inverse proportion as they may prevail on matters resolved that are ultimately applied to such determination, whether because such adjustment was accepted by Purchaser or applied by the Accounting FirmReferee in such determination, and the denominator of which proportionate allocations shall also be determined by is the Accounting Firm at the time the determination total amount of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne adjustments originally proposed by Seller, and the remaining fees and disbursements of Buyer's independent auditors incurred in connection with their review expenses of the Statement and any Notice Referee (if any) that are not the responsibility of Disagreement Purchaser shall be borne by Buyerthe responsibility of Seller.