Common use of Dispute Procedures Clause in Contracts

Dispute Procedures. During the 30-day period following Seller's receipt of the audited balance sheet for the Natural Gas Business, Seller and its independent auditors will be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall become final and binding upon the parties on the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written notice of its disagreement prior to such date. Any notice of disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely manner, then the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet shall be borne by Purchaser.

Dispute Procedures. During The Working Capital Statement delivered by ------------------ CHS to a Redeeming Stockholders' Representative and the 30-day period following Seller's receipt computation of the audited balance sheet for Net Working Capital Amount and the Natural Gas Business, Seller and its independent auditors will Redemption Consideration Adjustment indicated thereon shall be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall become final conclusive and binding upon the parties on unless a Redeeming Stockholders' Representative, within 30 days after delivery to a Redeeming Stockholder's Representative of the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written notice Working Capital Statement, notify CHS in writing that a Redeeming Stockholder's Representative disputes any of its disagreement prior to such date. Any notice of disagreement shall specify in reasonable detail the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any disagreement so asserted dispute, in which event the Working Capital Statement and the computation of the Net Working Capital Amount and the Redemption Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 days after notice is given by a Redeeming Stockholder's Representative to CHS pursuant to the second preceding sentence, the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse & Co. or if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with any Redeeming Stockholders' Representative or CHS or any of their respective Affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the ------- parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by a Redeeming Stockholder's Representative and CHS, and not by independent review, only those issues in dispute and shall be accompanied by render a certificate of Seller's independent auditors that they concur with each report as to the dispute and the resulting computation of the positions taken by Seller in Net Working Capital Amount and the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely mannerRedemption Consideration Adjustment, then the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) if any, which shall become final be conclusive and binding upon the parties on parties. All proceedings conducted by the earlier Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of Section 3.8(b) and Schedule 3.8 and (y) may 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. The fees, costs and expenses of the Arbiter (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by Seller, a Redeeming Stockholder's Representative in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet (ii) shall be borne by PurchaserCII in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by a Redeeming Stockholder's Representative (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Working Capital Statement shall be made hereunder only for items as to which a Redeeming Stockholder's Representative has taken exception as provided herein.

Dispute Procedures. During The Revised Closing Balance Sheet and the 30-day period following Seller's receipt of the audited balance sheet for the Natural Gas Business, Seller and its independent auditors will Revised Net Working Capital Statement shall be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall become final conclusive and binding upon the parties on Parties unless Purchaser, within ninety (90) days after the thirtieth day following receipt thereof by Seller unless Seller gives Closing Date, notifies Xxxxxxxx in writing that Purchaser written notice disputes any of its disagreement prior to such date. Any notice of disagreement shall specify in reasonable detail the amounts set forth therein, specifying the nature of any disagreement so asserted the dispute and the basis therefore. Purchaser shall not be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreement. If a notice of disagreement is received precluded from disputing items not disputed by Purchaser in a timely manner, then prior to the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) Closing Date. The Parties shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith attempt to resolve all disputes related to the Revised Closing Balance Sheet and Revised Net Working Capital Statement, in writing any differences which event the Revised Closing Balance Sheet and the Revised Net Working Capital Statement, as amended to the extent necessary to reflect the resolution of the disputes, shall be conclusive and binding on the Parties. To the extent that they may have with respect the Parties do not reach agreement resolving the disputed items within thirty (30) days after notice is given by Purchaser to any matter specified in Xxxxxxxx as described above, the notice of disagreement. At the end of such 30-day period, Seller and Purchaser Parties shall submit the disputed items to an arbitrator a nationally or regionally recognized independent accounting firm which is mutually agreeable to the Parties, and that shall not have had a material relationship with Xxxxxxxx or Purchaser, within two years preceding the appointment (the “Independent Accountants”), for review resolution. If the Parties cannot agree on the selection of the Independent Accountants, the Parties shall request the American Arbitration Association to appoint the Independent Accountants, and resolution any such appointment shall be conclusive and all matters arising under this Section 2.4(b) which remain in disputebinding on the Parties. The arbitrator Parties shall be a nationally recognized direct the Independent Accountants to promptly, and no in no event later than twenty (20) days after referral, determine, based solely on written submissions by Xxxxxxxx and Purchaser, and not by independent public accounting firm as shall be agreed upon by review, only the parties hereto in writing. The arbitrator disputed items, and shall render a decision resolving the matters submitted written report as to the arbitrator within 30 days following submission theretodispute and the resulting computation of the Net Working Capital which shall be conclusive and binding on the Parties. In resolving any disputed item, the Independent Accountants may not assign a value to any item greater than the greatest value for such items claimed by either Party or less than the smallest value for such items claimed by either Party. The cost fees, costs and expenses of the Independent Accountants shall be shared by Xxxxxxxx and Purchaser in proportion to the percentage of the aggregate disputed amount determined to be for the account of Xxxxxxxx and Purchaser, respectively. The “Final Closing Balance Sheet” and the “Final Working Capital Statement” shall be (A) the Revised Closing Balance Sheet and the Revised Net Working Capital Statement, if Purchaser does not notify Xxxxxxxx in writing of any arbitration dispute within forty-five (including 45) days after the fees Closing Date or (B) the Revised Closing Balance Sheet and the Revised Net Working Capital Statement, as adjusted by mutual agreement of Purchaser and Xxxxxxxx or by the Independent Accountants. The “Final Net Working Capital” shall mean the Net Working Capital of the arbitrator) Company as of the close of business on the day prior to the Closing Date as determined pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet shall be borne by PurchaserFinal Working Capital Statement.

Dispute Procedures. During the 30The True-day period following Seller's receipt of the audited balance sheet for the Natural Gas Business, Seller and its independent auditors will be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall become final and binding upon the parties on the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written notice of its disagreement prior to such date. Any notice of disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely manner, then the audited balance sheet up Payment (as revised set forth in accordance with clauses (i) or (ii) belowBuyer's statement delivered pursuant to Section 2.4(a)(ii) shall become final and binding upon the parties on Seller and Buyer on the earlier of thirtieth (i30th) day following the date such statement is received by Seller, unless prior to such date Seller delivers notice to Buyer of its disagreement. Seller's notice shall set forth all of Seller's disputed items together with Seller's proposed changes thereto, including an explanation in reasonable detail of the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to belowbasis on which Seller proposes such changes. During the 30-day period following the delivery of If Seller has delivered a timely notice of disagreement, then Buyer and Seller and Purchaser shall seek in use their good faith efforts to resolve in writing any differences that they may reach agreement on the disputed items to determine the Final True-up Payment. If Buyer and Seller have with respect not signed an agreement resolving the disputed items by the sixtieth (60th) day following Seller's receipt of Buyer's statement, then Seller's disputed items shall be submitted to any matter specified in the notice of disagreement. At Independent Accountants for resolution within five (5) Business Days after the end of such 30-the foregoing sixty (60) day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review expenses of the audited balance sheet Independent Accountants shall be borne fifty percent (50%) by Seller, Seller and fifty percent (50%) by Buyer. In no event shall the fees and disbursements Final True-up Payment as determined by the Independent Accountants be more favorable to Buyer than reflected on Buyer's statement as delivered to Seller pursuant to Section 2.4(a)(ii) nor more favorable to Seller than shown in the proposed changes delivered by Seller to Buyer pursuant to its notice of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet shall be borne by Purchaserdisagreement.

Dispute Procedures. During If the 30-day period following Seller's receipt of Seller Entities dispute any determination by the audited balance sheet for Buyer pursuant to Section 2.7(b), the Natural Gas Business, Seller and its independent auditors will be permitted to review Entities shall give the working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall become final and binding upon the parties on the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written Buyer notice of its disagreement prior to such date. Any notice dispute (a "Working Capital Notice of disagreement shall specify Dispute"), not more than sixty (60) days after the date on which the Seller Entities receive the Buyer Working Capital Statement, specifying in reasonable detail any points of dispute and including a proposed determination of the nature of any disagreement so asserted Closing Working Capital and the Working Capital Adjustment. The Seller Entities shall be accompanied deemed to have accepted any determination by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller Buyer in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely mannerBuyer Working Capital Statement and each such determination shall be deemed conclusive, then the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall become binding and final and binding upon the parties on the earlier of if (i) the date the parties hereto resolve in writing any differences they have with respect Seller Entities fail to any matter specified in the notice give a Working Capital Notice of disagreement Dispute within such 60-day period, or (ii) the date any disputed matters are finally resolved in writing by Seller Entities give notice to the arbitrator referred to below. During the 30Buyer accepting a determination within such 60-day period following period. Upon receipt of the delivery Working Capital Notice of a notice of disagreementDispute, the Buyer and the Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have consult promptly with each other with respect to the points of dispute in an effort to resolve the dispute. If such dispute is resolved by a written, signed agreement of the Seller Entities and the Buyer, the agreed amount will be deemed conclusive, binding and final. If any matter specified dispute is not resolved by the Seller Entities and the Buyer within thirty (60) days after the Working Capital Notice of Dispute is given to the Buyer, either the Seller Entities or the Buyer may elect, by written notice to the other party, to refer the dispute to the Tampa, Florida office of Xxxxx Xxxxxxx (or, if such firm is unwilling or unable to accept such appointment, another national or regional independent accounting firm mutually acceptable to the Buyer and the Seller Entities) (the "Special Accountant") to finally determine, as soon as practicable, all such disputes. All determinations by the Special Accountant shall be in writing, and shall be conclusive, final, and binding; provided that (A) the scope of the Special Accountant's engagement will be limited solely to resolving the disputes regarding the determination of the Closing Working Capital and the Working Capital Adjustment that are set forth in the notice Working Capital Notice of disagreementDispute; (B) the Special Accountant shall be bound by the terms and provisions of this Agreement; and (C) the Special Accountant shall not ascribe a value to any disputed item or amount higher or lower, as the case may be, than the highest or lowest value ascribed by the Buyer or the Seller Entities to such item in the Buyer Working Capital Statement or Working Capital Notice of Dispute, respectively. At the end The fees, costs and expenses of such 30Special Accountant incurred in connection with any dispute will be borne by the non-day periodprevailing party, or if the Special Accountant determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne fifty percent (50%) by the Seller Entities and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(bfifty percent (50%) which remain in disputeby the Buyer. The arbitrator shall be a nationally recognized independent public accounting firm Working Capital Adjustment as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) finally determined pursuant to this Section 2.4 shall be borne 50% by Purchaser 2.7(c) is the "Final Working Capital Adjustment" and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne prepared by Sellerthe Buyer, as amended to reflect any modifications agreed to by the Buyer and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of Seller Entities or made by the audited balance sheet shall be borne by PurchaserSpecial Accountant, is referred to herein as the "Final Closing Balance Sheet."

Dispute Procedures. During the 30-day period following Seller's receipt of the audited balance sheet for the Natural Gas BusinessCompany delivered pursuant to Section 3.2(b), Seller and its independent auditors will be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet shall become final and binding upon the parties Parties on the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written notice of its disagreement therewith prior to such date. Any notice of disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreementasserted. If a notice of disagreement is received by Purchaser in a timely manner, then the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall become final and binding upon the parties Parties on the earlier of (i) the date the parties hereto Parties resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, or such longer period as may be agreed upon by Seller and Purchaser, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such 30-day period, or such longer period as may have been agreed upon, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b3.2(c) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto Parties in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 3.2(c) shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet shall be borne by Purchaser.

Dispute Procedures. During If the Seller disputes any determination by the Buyer pursuant to Section 2.7(b), then the Seller shall give the Buyer notice of such dispute (a “Working Capital Notice of Dispute”), not more than 30 days after the date on which the Seller receives the Buyer Working Capital Statement. In the Working Capital Notice of Dispute, the Seller shall include a request for any and all books, records, documents or other information that Seller requires to analyze the determinations of Seller pursuant to Section 2.7(b). Buyer agrees to provide all books and records requested by Seller pursuant to the Working Capital Notice of Dispute within thirty (30) days. However, if Buyer believes that Seller’s request for books and records is unreasonable, Buyer shall produce all books and records which it does not find objectionable within the 30-day period following and shall also deliver a written response specifying those items that it believes are not reasonably necessary to Seller's receipt of ’s review. If the audited balance sheet for parties are unable to resolve a dispute related to Buyer’s production, then the Natural Gas Business, Seller and its independent auditors will Special Accountant (as defined below) shall be permitted engaged immediately to review resolve the working papers of the auditors dispute relating to the audited balance sheetproduction of books and records. The audited balance sheet Within thirty (30) days after the production of the books and records requested in the Working Capital Notice of Dispute, or the decision of the Special Accountant with respect to the production of books and records, whichever is later, the Seller shall deliver an addendum to the Working Capital Notice of Dispute (which shall become final and binding upon part of the parties on the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written notice of its disagreement prior to such date. Any notice of disagreement shall specify original Notice) specifying in reasonable detail any points of dispute and including a proposed determination of the nature of any disagreement so asserted Closing Working Capital and the Working Capital Adjustment. The Seller shall be accompanied deemed to have accepted any determination by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller Buyer in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely mannerBuyer Working Capital Statement and each such determination shall be deemed conclusive, then the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall become binding and final and binding upon the parties on the earlier of if (i) the date Seller fails to give a Working Capital Notice of Dispute within the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement original 30-day period, or (ii) the date any disputed matters are finally resolved in writing by Seller gives notice to the arbitrator referred to below. During Buyer accepting a determination within the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such original 30-day period. Upon receipt of the Working Capital Notice of Dispute, the Buyer and the Seller shall consult promptly with each other with respect to the points of dispute in an effort to resolve the dispute. If such dispute is resolved by a written, signed agreement of the Seller and Purchaser shall submit to an arbitrator for review the Buyer, the agreed amount will be deemed conclusive, binding and resolution final. If any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon dispute is not resolved by the parties hereto in writing. The arbitrator shall render a decision resolving Seller and the matters submitted to the arbitrator Buyer within 30 days following submission theretoafter the Working Capital Notice of Dispute is given to the Buyer, either the Seller or the Buyer may elect, by written notice to the other party, to refer the dispute to the Atlanta, Georgia office of Cherry Bekaert (or, if such firm is unwilling or unable to accept such appointment, another national or regional independent accounting firm mutually acceptable to the Buyer and the Seller) (the “Special Accountant”) to finally determine, as soon as practicable, all such disputes. All determinations by the Special Accountant shall be in writing, and shall be conclusive, final, and binding; provided that (i) the scope of the Special Accountant’s engagement will be limited solely to resolving the disputes regarding the determination of the Closing Working Capital and the Working Capital Adjustment that are set forth in the Working Capital Notice of Dispute, including any disputes related to the production of books and records as described above; (ii) the Special Accountant shall be bound by the terms and provisions of this Agreement; and (iii) the Special Accountant shall not ascribe a value to any disputed item or amount higher or lower, as the case may be, than the highest or lowest value ascribed by the Buyer or the Seller to such item in the Buyer Working Capital Statement or Working Capital Notice of Dispute, respectively. The cost fees, costs and expenses of such Special Accountant incurred in connection with any arbitration dispute will be borne by the non-prevailing party, or if the Special Accountant determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne fifty percent (including 50%) by the fees of Seller and fifty percent (50%) by the arbitrator) Buyer. The Working Capital Adjustment as finally determined pursuant to this Section 2.4 shall be borne 50% by Purchaser 2.7(c) is the “Final Working Capital Adjustment” and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne prepared by Sellerthe Buyer, as amended to reflect any modifications agreed to by the Buyer and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of Seller or made by the audited balance sheet shall be borne by PurchaserSpecial Accountant, is referred to herein as the “Final Closing Balance Sheet.”

Dispute Procedures. During The Final Working Capital Payment (as set forth in the 30-day period following Seller's receipt Statement of the audited balance sheet for the Natural Gas Business, Seller and its independent auditors will be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet Working Capital Calculation) shall become final and binding upon the parties on all Parties on the thirtieth (30th) day following receipt thereof the date the Statement of Working Capital Calculation is delivered to Seller by Seller Buyer, unless Seller gives Purchaser written notice of its disagreement prior to such datedate Seller delivers notice to Buyer of its disagreement. Any Seller’s notice shall set forth all of Seller’s disputed items together with Seller’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. Seller shall be deemed to have agreed with all items and amounts contained in the Statement of Working Capital Calculation that are not specifically identified in such notice of disagreement. If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith Reasonable Efforts to reach agreement on the disputed items to determine the Final Working Capital Payment. If Buyer and Seller have not signed an agreement resolving the disputed items by the sixtieth (60th) day following Buyer’s delivery of the Statement of Working Capital Calculation, then within five (5) Business Days thereafter, Seller’s disputed items set forth in the notice of disagreement shall specify be submitted to the Independent Accountants for resolution. In making such determination, the Independent Accountants shall consider only those items and amounts in reasonable detail the nature Statement of any disagreement so asserted Working Capital Calculation with which Seller has disagreed and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller are set forth in the notice of disagreement. If a notice The fees and expenses of disagreement is received the Independent Accountants shall be borne fifty percent (50%) by Purchaser in a timely manner, then Seller and fifty percent (50%) by Buyer. In no event shall the audited balance sheet (Final Working Capital Payment as revised in accordance with clauses (i) or (ii) below) shall become final and binding upon determined by the parties Independent Accountants be more favorable to Buyer than reflected on the earlier Statement of (i) the date the parties hereto resolve in writing any differences they have with respect Working Capital Calculation prepared by Buyer nor more favorable to any matter specified Seller than shown in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing proposed changes delivered by the arbitrator referred Seller pursuant to below. During the 30-day period following the delivery of a its notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet shall be borne by Purchaser.

Dispute Procedures. During The Final Working Capital Payment (as set forth in the 30-Statement of Working Capital Calculation) shall become final and binding on Seller and Buyer on the thirtieth (30th) day period following the date the Statement of Working Capital Calculation is received by Seller, unless prior to such date Seller delivers notice to Buyer of its disagreement. Seller's notice shall set forth all of Seller's disputed items together with Seller's proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith efforts to reach agreement on the disputed items to determine the Final Working Capital Payment. If Buyer and Seller have not signed an agreement resolving the disputed items by the sixtieth (60th) day following Seller's receipt of the audited balance sheet for the Natural Gas BusinessStatement of Working Capital Calculation, Seller and its independent auditors will then Seller's disputed items shall be permitted to review the working papers of the auditors relating submitted to the audited balance sheet. The audited balance sheet shall become final and binding upon the parties on the thirtieth day following receipt thereof by Seller unless Seller gives Purchaser written notice of its disagreement prior to such date. Any notice of disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely manner, then the audited balance sheet Independent Accountants for resolution within five (as revised in accordance with clauses (i5) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At Business Days after the end of such 30-the foregoing sixty (60) day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the arbitrator) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review expenses of the audited balance sheet Independent Accountants shall be borne fifty percent (50%) by Seller, Seller and fifty percent (50%) by Buyer. In no event shall the fees and disbursements Final Working Capital Payment as determined by the Independent Accountants be more favorable to Buyer than reflected on the Statement of Purchaser's independent auditors incurred Working Capital Calculation prepared by Buyer nor more favorable to Seller than shown in connection with their preparation and review the proposed changes delivered by Seller pursuant to its notice of the audited balance sheet shall be borne by Purchaserdisagreement.

Dispute Procedures. During The Closing Balance Sheet and the 30-day period following Seller's receipt Closing Working Capital Statement (and the computation of the audited balance sheet for the Natural Gas Business, Seller and its independent auditors will be permitted to review the working papers of the auditors relating Closing Working Capital indicated thereon) delivered by Purchaser to the audited balance sheet. The audited balance sheet Shareholder shall become final be conclusive and binding upon the parties on unless the thirtieth day following receipt thereof by Seller unless Seller gives Shareholder, within 20 days after delivery to the Shareholder of the Closing Balance Sheet and the Closing Working Capital Statement, notifies Purchaser written notice in writing that the Shareholder disputes any of its disagreement prior to such date. Any notice of disagreement shall specify in reasonable detail the amounts set forth therein, specifying the nature of any disagreement so asserted the dispute and the basis therefor. The parties shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely manner, then the audited balance sheet (as revised in accordance with clauses (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith attempt to resolve any dispute, in writing any differences that they may have with respect which event the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to any matter specified the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 20 days after notice is given by the Shareholder to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to a mutually satisfactory partner in the notice Houston, Texas office of disagreementa mutually agreeable independent accounting firm (the “Arbiter”) for resolution. At If the end parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such 30-day perioda partner, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator such appointment shall be a nationally recognized independent public accounting firm conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be agreed upon functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the parties hereto Shareholder, and not by independent review, only those issues in writing. The arbitrator dispute and shall render a decision resolving the matters submitted written report as to the arbitrator within 30 days following submission theretoresolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in Houston, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 3.3 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The cost of any arbitration (including the fees fees, costs and expenses of the arbitratorArbiter (1) pursuant to this Section 2.4 shall be borne 50% by Purchaser and 50% by Seller. The fees and disbursements of Seller's independent auditors incurred in connection with their review of the audited balance sheet shall be borne by Seller, Purchaser in the proportion that the aggregate dollar amount of such items so submitted that are successfully disputed by the Shareholder (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and the fees and disbursements of Purchaser's independent auditors incurred in connection with their preparation and review of the audited balance sheet (2) shall be borne by Purchaserthe Shareholder in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by the Shareholder (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted.

Dispute Procedures. During the 30-day period following Seller's receipt of the audited balance sheet for the Natural Gas Business, Seller and its independent auditors will be permitted to review the working papers of the auditors relating to the audited balance sheet. The audited balance sheet Final Settlement Statement shall become final and binding upon the parties on the thirtieth Parties on the 45th day following receipt thereof the date the Final Settlement Statement is received by Seller the Recipient Parties, unless Seller gives Purchaser written notice of its disagreement prior to such datedate the Recipient Parties deliver written notice to the Contributing Parties of their disagreement with the Final Settlement Statement (a “Settlement Notice”). Any notice of disagreement Settlement Notice shall specify set forth the Recipient Parties’ proposed changes to the Final Settlement Statement, including an explanation in reasonable detail of the nature basis on which the Recipient Parties propose such changes. If the Recipient Parties have timely delivered a Settlement Notice, the Recipient Parties and the Contributing Parties shall use good faith efforts to reach written agreement on the disputed items. If the disputed items have not been resolved by the Recipient Parties and the Contributing Parties by the 30th day following the Contributing Parties’ receipt of a Settlement Notice, any disagreement so asserted and remaining disputed items shall be accompanied by a certificate submitted to one of Seller's independent auditors that they concur with each of the positions taken by Seller in the notice of disagreement. If a notice of disagreement is received by Purchaser in a timely mannerDeloitte & Touche LLP, then the audited balance sheet (Ernst & Young LLP, KPMG LLP or PricewaterhouseCoopers LLP, as revised in accordance with clauses (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the notice of disagreement or (ii) the date any disputed matters are finally resolved in writing by the arbitrator referred to below. During the 30-day period following the delivery of a notice of disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the notice of disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to an arbitrator for review and resolution any and all matters arising under this Section 2.4(b) which remain in dispute. The arbitrator shall be a nationally recognized independent public accounting firm as shall be mutually agreed upon by the parties hereto in writing(the “Independent Accountants”) for resolution within ten Business Days after the end of the foregoing 30-day period. The arbitrator shall render a decision resolving the matters submitted to the arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees and expenses of the arbitrator) pursuant to this Section 2.4 Independent Accountants shall be borne 50% by Purchaser the Contributing Parties and 50% by Sellerthe Recipient Parties. The fees and disbursements of Seller's independent auditors incurred in connection with their review Independent Accountants’ determination of the audited balance sheet disputed items shall be borne by Sellerfinal and binding upon the Parties, and the fees Parties hereby waive any and disbursements of Purchaser's independent auditors incurred all rights to dispute such resolution in connection with their preparation and review of any manner, including in court, before an arbiter or appeal. The Final Settlement Statement, as modified to reflect disputes resolved as described above, shall become the audited balance sheet shall be borne by PurchaserFinal Settlement Statement.