Disputed Items. Any Disputed Items that are agreed to in writing by Sellers' Representative and Maker within fifteen (15) days of Sellers' Representative's receipt of the Dispute Notice or such other time as is mutually agreed in writing by Sellers' Representative and Maker (the "Cooling Off Period") shall be final and binding upon Sellers' Representative and Maker, except in the case of fraud. If at the end of the Cooling Off Period, Sellers' Representative and Maker have failed to reach agreement with... respect to any Disputed Items ("Remaining Disputed Items"), such Remaining Disputed Items shall, within twenty (20) days after the expiration of the Cooling Off Period, be submitted to an accounting firm of national standing and reputation jointly selected and retained by Sellers' Representative and Maker that has not provided accounting or audit services for either Sellers' Representative, Maker or any of their respective Affiliates, and is otherwise neutral and impartial; provided, however, that if Sellers' Representative and Maker are unable to select such other accounting firm within twenty (20) days after the expiration of the Cooling Off Period, either Sellers' Representative or Maker may request the New York, New York office of the American Arbitration Association to appoint, within twenty (20) Business Days from the date of such request, an accounting firm meeting the requirements set forth in this Section 3(b). The accounting firm so selected shall be referred to herein as the "Accountant."View More
