Independent Auditor

Independent Auditor. If the Parties are unable to reach an agreement on the 2011 Financial Statements within two weeks of receipt of the Seller's objections by the Purchaser, the items in dispute shall be referred to a nationally or internationally recognized independent accountant or accounting firm (the "Independent Auditor") mutually acceptable to the Parties, it being understood and agreed that each Party shall bear its own costs and expenses regardless of the Independent Auditor's decision.

Independent Auditor. The firm of certified public accountants which at the time of the Change in Control had been most recently engaged by Energen to render an opinion on Energen's consolidated financial statements, or any other firm of certified public accountants mutually agreeable to Energen and at least eighty percent of the Participants holding Awards outstanding as of the date of the Change in Control