|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
(c) Buyer and the Seller shall, for a period of thirty (30) days (or such longer period as Buyer and the Seller may agree in writing) following delivery of a Dispute Notice to Buyer (the Resolution Period), attempt in good faith to resolve their differences with respect to the Disputed Items (all such discussions and communications related thereto shall (unless otherwise agreed by Buyer and the Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule), and any such resolution by them as to any Disputed Items shall be conclusive, final and binding on all parties absent manifest error. Any Disputed Items agreed to by Buyer and the Seller in writing, together with any items or calculations set forth in the Closing Statement not disputed or objected to by the Seller in the Dispute Notice, are collectively referred to herein as the Resolved Matters. Any Resolved Matters shall be conclusive, final and binding on all parties absent manifest error. If at the end of the Resolution Period, Buyer and the Seller have been unable to resolve any differences that they may have with respect to all of the matters specified in the Dispute Notice, either of Buyer or the Seller may, upon written notice to the other, refer all matters that remain in dispute with respect to the Dispute Notice (the Unresolved Matters) for resolution to the Independent Accountant. If one or more Unresolved Matters are submitted to the Independent Accountant for resolution, Buyer and the Seller shall enter into a customary and reasonable engagement letter with the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall cooperate with the Independent Accountant in connection with its determination pursuant to this Section 3.5. Within ten (10) days after the Independent Accountant has been retained, each of Buyer and the Seller shall furnish, at its own expense, to the Independent Accountant and substantially simultaneously to the other a written statement of its position with respect to each Unresolved Matter. Within five (5) Business Days after the expiration of such ten (10) day period, each of Buyer and the Seller may deliver to the Independent Accountant its response to the others position on each Unresolved Matter; provided, that it delivers a copy thereof substantially simultaneously to the other. With each submission, each of Buyer and the Seller may also furnish to the Independent Accountant such other information and documents as it deems relevant or such information and documents as may be requested by the Independent Accountant; provided, that it delivers a copy thereof substantially simultaneously to the other. The Independent Accountant may, at its discretion, conduct one or more conferences (whether in person or by teleconference) concerning the disagreement and each of Buyer and the Seller shall have the right to present additional documents, materials and other information and to have present its Representatives at such conferences. No party shall have any ex parte conversations or meetings with the Independent Accountant (other than conversations or meetings involving the submission of a request for documents or information by the Independent Accountant to such party) without the prior written consent of the other (not to be unreasonably withheld, delayed or conditioned).
(d) The Independent Accountant shall be directed to promptly, and in any event within thirty (30) days after its appointment pursuant to Section 3.5(c), render its decision on the Unresolved Matters (and not on any other matter or calculation set forth in the Closing Statement). The Independent Accountants determination as to each Unresolved