Tax Referee means a nationally recognized firm of independent certified public accountants selected by CenterState and the PBHC Shareholder Representative (or, if CenterState and the PBHC Shareholder Representative cannot agree on such firm, they shall cause their respective selected accounting firms to select a firm).
The Tax Referee shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require.
The fees and expenses of the Tax Referee shall be borne equally by Parent and the Company.
The parties hereto shall respond promptly to any reasonable request made by the Tax Referee for information, documentation or other relevant materials.
The decisions of the Tax Referee shall be final, conclusive and binding.
The Tax Referee shall promptly, and in any event within 30 days of the receipt of any Tax Dispute (or sooner as the context may require), make a determination in connection with any such Projected Transaction Tax Model item that is the subject of the Tax Dispute.