Disputed Item. Owner shall provide to Manager its written approval or disapproval (including written comments setting forth in reasonable detail the reasons for Owner’s disapproval, if any) of each Plan not later than thirty (30) days after Owner’s receipt of such Plan (the “Owner’s Review Period”). If Owner objects to or disputes all or any portion of such Plan (a “Disputed Item”), Manager shall attempt to reach an agreement with Owner with respect to the Disputed Items. Both Owner and Manager will proceed with due diligence and in good faith to attempt to reach agreement with respect to the Disputed Items, If Owner and Manager have not reached an agreement with respect to the Disputed Items within a thirty (30) day period after Manager’s receipt of the Disputed Items (“Manager’s Review Period”), the parties are required, no later than seven (7) days after the expiration of Manager’s Review Period, to submit the Disputed Item(s) and all relevant information pertaining thereto, without regard to the strict rules of evidence, to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇, CPAs, of Las Vegas, Nevada (or, if the foregoing is unable to serve, a similar accounting firm mutually agreeable to Owner and Manager) (the “Determining Accountants”). Within thirty (30) days after the receipt of the dispute for resolution, the Determining Accountants shall determine the appropriate amount to be budgeted for the Disputed Item(s) based upon all relevant factors, including the desire of Owner and Manager to maintain and operate The Cannery in accordance with standards for a “first-class neighborhood casino hotel,” the Gaming Laws, and applicable local laws and customs (to the extent such local customs are consistent with the terms and intent of this Agreement). The determination of the Determining Accountants with respect to the Disputed Item(s) shall be final and conclusively binding upon Owner and Manager. Pending Manager’s receipt of Owner’s approval of a Plan pursuant to this Subparagraph 5.2.2(i) and/or a decision of the Determining Accountants, Manager shall be entitled to operate The Cannery in accordance with the proposed Plan submitted by Manager; provided, however, that Manager shall endeavor in good faith to preserve Owner’s objections to any Disputed Items pending the Determining Accountants’ decision. The final Plan resulting from the Determining Accountant’s decision as to any Disputed Item(s) shall be effective immediately upon receipt by Manager of the Determining Accountants’ written decision, but such Plan shall not affect any expenditures made or committed to by Manager in accordance with the immediately preceding sentence. Notwithstanding anything to the contrary provided herein, any disputes pertaining to amounts budgeted for capital improvements which exceed the amount available in any reserves shall not be submitted to the Determining Accountants for resolution, and if Owner and Manager cannot reach an agreement with respect to such expenditures for capital improvements, then: (i) unless Owner has changed its position with respect to such capital improvement; or (ii) unless the expenditure is of an emergency nature or necessary for the preservation of safety to persons or property, the amount(s) provided by Owner for such capital improvements shall be utilized in the Plan.
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Disputed Item. Owner Operator shall provide to Manager its written approval or disapproval (including written comments setting forth in reasonable detail the reasons for OwnerOperator’s disapproval, if any) of each Annual Plan not later than thirty (30) days after OwnerOperator’s receipt of such such, Annual Plan (the “Owner’s Review Period”). If Owner , if Operator objects to or disputes all or any portion of such Annual Plan (a “Disputed Item”), Manager shall attempt to reach an agreement with Owner Operator with respect to the Disputed Items. Both Owner Operator and Manager will proceed with due diligence and in good faith to attempt to reach agreement with respect to the Disputed Items, . If Owner Operator and Manager have not reached an agreement with respect to the Disputed Items within a thirty (30) day period after Manager’s receipt of the Disputed Items (“Manager’s Review Period”), the parties are required, no later than seven (7) days after the expiration of Manager’s Review Period, to submit the Disputed Item(s) and all relevant information pertaining thereto, without regard to the strict rules of evidence, to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇, CPAs, of Las Vegas, Nevada (or, if the foregoing is unable to serve, a similar accounting firm mutually agreeable to Owner Operator and Manager) (the “Determining Accountants”). Within thirty (30) days after the receipt of the dispute for resolution, the Determining Accountants shall determine the appropriate amount to be budgeted for the Disputed Item(s) based upon all relevant factors, including the desire of Owner Operator and Manager to maintain and operate The Cannery the Casino in accordance with standards for a “first-first class neighborhood casino hotel,” ”, the Gaming Laws, and applicable local laws and customs (to the extent such local customs are consistent with the terms and intent of this Agreement). The determination of the Determining Accountants with respect to the Disputed Item(s) shall be final and conclusively binding upon Owner Operator and Manager. Pending Manager’s receipt of OwnerOperator’s approval of a an Annual Plan pursuant to this Subparagraph 5.2.2(i3.2.2.(i) and/or a decision of the Determining Accountants, Manager shall be entitled to to, operate The Cannery the Casino in accordance with the proposed Annual Plan submitted by Manager; provided, however, that Manager shall endeavor in good faith to preserve OwnerOperator’s objections to any Disputed Items pending the Determining Accountants’ decision. The final Annual Plan resulting from the Determining Accountant’s decision as to any Disputed Item(sitem(s) shall be effective immediately upon receipt by Manager of the Determining Accountants’ written decision, but such Annual Plan shall not affect any expenditures made or committed to by Manager in accordance with the immediately preceding sentence. Notwithstanding anything to the contrary provided herein, any disputes pertaining to amounts budgeted for capital improvements which exceed the amount available in any reserves shall not be submitted to the Determining Accountants for resolution, and if Owner Operator and Manager cannot reach an agreement with respect to such expenditures for capital improvements, then: (i) unless Owner Operator has changed its position with respect to such capital improvement; or (ii) unless the expenditure is of an emergency nature or necessary for the preservation of safety to persons or property, the amount(s) provided by Owner Operator for such capital improvements shall be utilized in the Annual Plan.
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