IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
IF BUYER DOES NOT ACQUIRE SUCH A WRITTEN AGREEMENT AND PRESENT IT TO
RTEA BEFORE SUCH DIRECT OR INDIRECT SUCCESSOR OF BUYER SUCCEEDS TO ALL OR
SUBSTANTIALLY ALL OF THE ADJUSTABLE ASSETS OR THE BUSINESS OR ASSETS OF BUYER,
THE SURVIVING ENTITY SHALL BECOME OBLIGATED TO IMMEDIATELY PAY TO RTEA AN AMOUNT
EQUAL TO THE PRESENT VALUE OF ALL FUTURE PAYMENTS OWED TO RTEA UNDER THIS
AGREEMENT, DISCOUNTED AT THE EARLY TERMINATION RATE.
SECTION 7.07.
TITLES AND SUBTITLES.
THE TITLES OF THE SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
TO BE CONSIDERED IN CONSTRUING THIS AGREEMENT.
SECTION 7.08.
RESOLUTION OF DISPUTES.
OTHER THAN THOSE DISPUTES THAT ARE
SUBJECT TO SECTION 7.09, ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO THIS
AGREEMENT (INCLUDING ANY CLAIM OF FRAUD, MISREPRESENATION OR FRAUDULENT
INDUCEMENT OR ANY QUESTION OF VALIDITY OR EFFECTOF THIS AGREEMENT) SHALL BE
RESOLVED IN ACCORDANCE WITH SECTION 9.10 OF THE MASTER SEPARATION AGREEMENT.
SECTION 7.09.
RECONCILIATION.
IN THE EVENT THAT BUYER AND RTEA ARE
UNABLE TO RESOLVE A DISAGREEMENT WITH RESPECT TO THE MATTERS GOVERNED BY
SECTIONS 2.01, 2.02, 2.03, 2.04, 2.05, 4.02, AND 4.04 WITHIN THE RELEVANT PERIOD
DESIGNATED IN THIS AGREEMENT ("RECONCILIATION DISPUTE"), THE RECONCILIATION
DISPUTE SHALL BE SUBMITTED FOR DETERMINATION TO A NATIONALLY RECOGNIZED EXPERT
(THE "EXPERT") IN THE PARTICULAR AREA OF DISAGREEMENT MUTUALLY ACCEPTABLE TO
BOTH PARTIES. THE EXPERT SHALL BE A PARTNER IN A NATIONALLY RECOGNIZED
ACCOUNTING FIRM OR LAW FIRM, AND THE EXPERT SHALL NOT, AND THE FIRM THAT EMPLOYS
THE EXPERT SHALL NOT, HAVE ANY MATERIAL RELATIONSHIP WITH BUYER, RTEA OR OTHER
ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IF THE PARTIES ARE UNABLE TO AGREE ON
AN EXPERT WITHIN FIFTEEN (15) CALENDAR DAYS OF RECEIPT BY THE RESPONDENT(S) OF
WRITTEN NOTICE OF A RECONCILIATION DISPUTE, THE EXPERT SHALL BE APPOINTED BY
JAMS (FORMERLY JUDICIAL ARIBTRATION AND MEDIATION SERVICES, INC.). THE EXPERT
SHALL RESOLVE ANY MATTER RELATING TO AN EXCHANGE BASIS SCHEDULE OR AN AMENDMENT
THERETO OR THE EARLY TERMINATION SCHEDULE OR AN AMENDMENT THERETO WITHIN 30
CALENDAR DAYS AND SHALL RESOLVE ANY MATTER RELATING TO A TAX BENEFIT SCHEDULE OR
AN AMENDMENT THERETO WITHIN 15 CALENDAR DAYS OR AS SOON THEREAFTER AS IS
REASONABLY PRACTICABLE, IN EACH CASE AFTER THE MATTER HAS BEEN SUBMITTED TO THE
EXPERT FOR RESOLUTION. NOTWITHSTANDING THE PRECEDING SENTENCE, IF THE MATTER IS
NOT RESOLVED BEFORE ANY PAYMENT THAT IS THE SUBJECT OF A DISAGREEMENT IS DUE OR
ANY TAX RETURN REFLECTING THE SUBJECT OF A DISAGREEMENT IS DUE, SUCH PAYMENT
SHALL BE MADE ON THE DATE PRESCRIBED BY THIS AGREEMENT AND SUCH TAX RETURN MAY
BE FILED AS PREPARED BY BUYER, SUBJECT TO ADJUSTMENT OR AMENDMENT UPON
RESOLUTION.
EACH OF BUYER AND RTEA, RESPECTIVELY, SHALL BE ENTITLED TO
REIMBURSEMENT FOR THE REASONABLE OUT-OF-POCKET COSTS AND EXPENSES THAT IT INCURS
IN CONNECTION WITH SUCH PROCEEDING (INCLUDING THIRD-PARTY OUT OF POCKET COSTS
AND EXPENSES RELATING TO THE ENGAGEMENT OF SUCH EXPERT OR AMENDING ANY