definiens: means BDO USA LLP or, if such firm is no longer independent withrespect to the parties ( i.e., no prior material business relationship with any party for the prior two ( 2 ) years ) orotherwise does not promptly accept its engagement, another mutually acceptable independent ( i.e., no priormaterial business relationship with any party for the prior two ( 2 ) years ) accounting firm recognized nationally(which appointment will be made no later than ten ( 10 ) days after the Dispute Resolution Notice Date ) ; provided, that if the Independent Expert does not accept its appointment or if Buyer and the Seller Representative cannotagree on the Independent Expert, in either case within twenty ( 20 ) days after the Dispute Resolution Notice Date, either Buyer or the Seller Representative may require, by written notice to the other, that the Independent Expertbe selected by the Wilmington Regional Office of the American Arbitration Association in accordance with theprocedures of the American Arbitration Association . The parties agree that the Independent Expert will be deemedto be independent even though a party or its Affiliates may, in the future, designate the Independent Expert toresolve disputes of the types described in Section 1.5