Common use of Resolution of Disputed Items Clause in Contracts

Resolution of Disputed Items. If a notice of disagreement shall be duly delivered pursuant to Section 8.4(q), the Partners shall, during the thirty (30) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. If during such period, the Partners are unable to reach such agreement, they shall promptly jointly retain a nationally recognized accounting firm that is not the principal independent accountant of the Partnership, the Ultimate Parent of either set of Related Partners (the “Accounting Referee”) to resolve the disputed items or amounts. In making its calculations, the Accounting Referee shall consider only those items or amounts as to which the Partners have disagreed and, with respect to each item or amount, shall select a number within the range of the dispute between the Partners. The Accounting Referee shall deliver to the Partners, as promptly as practicable (but, in any event, within thirty (30) days after submission of the dispute to it), a report setting forth its resolution of the disputed items. Such report shall be final and binding upon the Partners. The costs of the Accounting Referee shall be shared equally by the Triggering Partners and the Non-Triggering Partners. The General Manager will, and will cause the Partnership’s independent accountants to, cooperate and assist the Partners in conducting their review of the calculations of the Working Capital Amounts referred to herein, including without limitation, making available to the extent necessary any books, records, work papers and personnel (it being understood that if the process of finally determining the Working Capital Amounts continues after the Dissolution Date, the Partners thereafter will also provide each other such cooperation and assistance).