Right to Dispute Closing Balance Sheet. Synagro shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Shareholders within 30 days after the Closing Balance Sheet has been given to Synagro. Such notice shall set forth in detail the reasons for the dispute and Synagro's proposed adjustments to the Closing Balance Sheet. If Synagro does not give notice of dispute to Shareholders within such 30 day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Shareholders shall become final and binding upon Synagro. If Synagro does give notice of dispute to Shareholders within such 30 day period, Shareholders and Synagro shall endeavor in good faith to reach agreement on all of the disputed items. If the parties are unable to reach an agreement on the disputed items during such 30 day period, then the disputed items which have not been resolved shall be submitted to the accounting firm of Arthxx Xxxexxxx, Xxuston, Texas for determination and resolution on the basis of such procedures as such accounting firm, in its sole judgement, deems applicable and appropriate, taking into account GAAP and the terms of this Agreement. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Shareholders and to Synagro a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall be final and binding upon the parties without any further right of appeal; provided, however, neither such determination nor any other provisions of this Section 1.9.2.1 shall affect Synagro's right to seek indemnification for any breaches of representations and warranties by Shareholders pursuant to Article 7 hereof. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by the parties hereto.
Right to Dispute Closing Balance Sheet. Either Shareholder shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Air-Cure within thirty (30) days after the Closing Balance Sheet has been given to that Shareholder. Such notice shall set forth in detail the reasons for the dispute and the Shareholder's proposed adjustments to the Closing Balance Sheet. If a Shareholder does not give notice of dispute to Air-Cure within such thirty-day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Air-Cure shall become final and binding upon that Shareholder. If a Shareholder
