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legal fees and costs, and one-half of the cost of the Independent Consultant (and his or her attorney, if necessary). If the parties cannot agree on the Independent Consultant within sixty (60) days, either party may apply to the American Arbitration Association in Los Angeles for the appointment of the Independent Consultant. The Independent Consultant shall establish an expedited procedure for hearing and resolving the dispute. Each party shall have the right to conduct discovery pursuant to California Code of Civil Procedure section 1283.05 within sixty (60) days of the appointment of the Independent Consultant. Unless the parties agree otherwise, the Independent Consultant shall, no more than one hundred twenty (120) days after the Independent Consultant is retained, render a decision resolving the dispute, with a written opinion stating the reasons therefor. The decision of the Independent Consultant shall be final and binding, and a court of competent jurisdiction may enter judgment thereon. Except as otherwise provided in Section 10(c), (d) and (e), the dispute resolution procedures of this Section 10 shall constitute the exclusive remedy of the parties hereto with respect to any disputes arising out of this Agreement. (c) If a dispute arises between the parties prior to Closing concerning any representation in Section 2(a) or 3 under this Agreement, the dispute shall be limited by and resolved in accordance with the procedures set forth in Section 21 of the Sale and Purchase Agreement. (d) Notwithstanding Section 23(b) of the Sale and Purchase Agreement, each claim against Seller after Closing for breach of representation shall be subject to the de minimis threshold provisions of Section 23(c) of the Sale and Purchase Agreement and shall be aggregated with all other claims subject to such Section for purposes of calculating the $10 million threshold. (e) Seller's and Purchaser's representations in Sections 2 and 3, respectively, and all liability with respect thereto, shall expire on the second anniversary of the Closing. 11. Miscellaneous Provisions. (a) Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to its conflicts- of-laws principles.. (b) Entire Agreement. This Agreement and the Schedules hereto constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements relating to the subject matter hereof. In case of any conflict between the body of this Agreement and any such Schedule, the terms of the body of this Agreement shall prevail. 12.