PARTIES' INDEPENDENT PUBLIC ACCOUNTANTS).
(F)
THE REFERRAL FIRM WILL APPLY THE ACCOUNTING PRINCIPLES IN
ACCORDANCE WITH THIS AGREEMENT IN ASSIGNING A VALUE TO EACH DISPUTED ITEM. TO
THE EXTENT THAT A VALUE HAS BEEN ASSIGNED TO ANY ITEM THAT REMAINS IN DISPUTE,
THE REFERRAL FIRM SHALL NOT ASSIGN A VALUE TO SUCH ITEM THAT IS GREATER THAN THE
GREATEST VALUE FOR SUCH ITEM CLAIMED BY PFC OR BUYER OR LESS THAN THE SMALLEST
VALUE FOR SUCH ITEM CLAIMED BY PFC OR BUYER, EXCEPT IN A CASE WHERE PFC FAILED
TO PROVIDE TO BUYER THE INFORMATION AS REQUIRED BY THIS AGREEMENT FOR BUYER'S
ASSESSMENT OF THE FINAL SETTLEMENT STATEMENT.
6
(G)
WITH RESPECT TO ANY MATTER FOR WHICH INTERPRETATION OF THIS
AGREEMENT IS REQUIRED FOR THE SETTLEMENT OF MATTERS UNDER THIS SECTION 1.6, THE
REFERRAL FIRM MUST CONSTRUE THIS AGREEMENT IN ACCORDANCE WITH THE INTERPRETATION
THEREOF MUTUALLY AGREED TO BY BUYER AND PFC. IF BUYER AND PFC CANNOT AGREE ON
SUCH INTERPRETATION, SUCH MATTER SHALL BE SUBMITTED TO ARBITRATION IN ACCORDANCE
WITH SECTION 11.1 AND THE REFERRAL FIRM SHALL DECIDE ALL OTHER MATTERS SPECIFIED
FOR ITS DETERMINATION IN THIS SECTION 1.6 (IF POSSIBLE WITHOUT AN
INTERPRETATION, OR AS SOON AS PRACTICABLE AFTER THE REFERRAL FIRM IS ADVISED OF
THE RESOLUTION OF A CONTESTED INTERPRETATION NECESSARY FOR THE REFERRAL FIRM'S
DECISION). THE DECISION OF THE REFERRAL FIRM SHALL BE BINDING AND CONCLUSIVE ON
BUYER, THE COMPANY PARTNERS, AND PFC, AND SHALL NOT BE SUBJECT TO CHALLENGE
UNDER SECTION 11.1 (EXCEPT FOR ANY CONTENTION THAT THE REFERRAL FIRM EXCEEDED
ITS AUTHORITY IN RENDERING SUCH DECISION) AND SUCH DECISION SHALL CONSTITUTE AN
ARBITRAL AWARD UPON WHICH A JUDGMENT MAY BE ENTERED BY A COURT HAVING
JURISDICTION THEREOF.
(H)
THE REFERRAL FIRM SHALL DELIVER ITS FINAL CALCULATION OF THE FINAL
SETTLEMENT STATEMENT AS AMENDED PURSUANT TO SECTION 1.6(D) AND AS FURTHER
AMENDED BY THE REFERRAL FIRM TO REFLECT THE REFERRAL FIRM'S DETERMINATION AS TO
EACH DISPUTED ITEM SUBMITTED TO IT PURSUANT HERETO, IN WRITING TO BUYER, GP AND
PFC AS SOON AS PRACTICABLE, AND PFC OR BUYER, AS APPLICABLE, SHALL PAY AND BUYER
OR GP (ON BEHALF OF THE COMPANY PARTNERS), AS APPLICABLE, SHALL RECEIVE THE
AMOUNT OWED AS STATED THEREIN (AFTER TAKING INTO ACCOUNT ALL AMOUNTS PREVIOUSLY
PAID BY ALL PARTIES HERETO), NO LATER THAN THE 5TH BUSINESS DAY FOLLOWING THE
OWING PARTY'S RECEIPT FROM THE REFERRAL FIRM OF ITS DECISION.
(I)
THE NET AMOUNT DUE FROM BUYER TO GP ON BEHALF OF THE COMPANY
PARTNERS, OR FROM PFC TO BUYER, AS A RESULT OF THE DECISION OF THE REFERRAL
FIRM, IF ANY, SHALL BE INCREASED BY INTEREST AT THE PRIME RATE, ACCRUING FROM
THE DATE SUCH AMOUNT SHOULD HAVE BEEN PAID TO THE DATE OF PAYMENT.
(J)
THE PARTIES WILL, AND WILL CAUSE THEIR REPRESENTATIVES TO,
COOPERATE AND ASSIST IN THE CONDUCT OF ANY REVIEW BY THE REFERRAL FIRM,
INCLUDING BUT NOT LIMITED TO MAKING AVAILABLE BOOKS, RECORDS AND, AS AVAILABLE,
PERSONNEL AS REASONABLY REQUIRED.
(K)
THE FEES AND EXPENSES OF THE