The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. Reconciliation In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 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. Statements of Reconciliation after Change in Accounting Principles.If the 2013 Audit details a matter that would result in a change to the Balance Sheet and the amount of Working Capital as originally calculated pursuant to this Section 4.2, then the True-Up Notice shall further include a calculation of either (y) the amount due from IPHC to Investor, or (z) the amount due from Investor to IPHC, and the party from whom payment is due shall make such payment on or before May 31, 2014. If the 2013 Audit does not detail any matter that requires an adjustment to the Balance Sheet, then the amount originally calculated and paid pursuant to this Section 4.2 shall be deemed final.
On or before April 30, 2014, IPHC shall notify Investor (the “True-Up Notice”) whether the 2013 Audit details any matters that require an adjustment to the Balance Sheet, and, if the 2013 Audit does detail an adjustment, whether such adjustment would result in a change to the amount of Working Capital as originally calculated pursuant to this Section 4.2. Tampa Westshore anticipates receiving an independent audit of Tampa Westhshore’s 2013 financial statements (the “2013 Audit”) by March 31, 2014. Reconciliation “True Up. On or before May 31, 2014, the parties shall reconcile and “ true-up” the amount calculated and paid pursuant to this Section 4.2.