The Expert shall act as an expert ( Schiedsgutachter ) in the sense of Art. 189 of the Swiss Code of Civil Procedure and not as an arbitrator, and shall be instructed to determine what adjustments (if any) are necessary to the Draft Closing Statement in respect of the items that have been disputed by the Seller in the Notice of Objection in accordance with Section 2.3.2(b) (excluding a recalculation of any items that have not been so disputed) in order to comply with the requirements of this Agreement. If a Notice of Objection is timely delivered to the Buyer in accordance with Section 2.3.2(b) and the Parties are unable to resolve all the disputed items within 20 (twenty) Business Days from receipt of the Notice of Objection by the Seller, the Seller or the Buyer may refer the matter to an accounting firm of international repute as agreed by the Parties in writing or, if no such agreement is reached within further 10 (ten) Business Days after the lapse of the preceding 20 (twenty) Business Day period, to an individual qualified in international accounting practice and independent from the Parties who shall be nominated by the president of the Zurich Chamber of Commerce upon application of the Seller or the Buyer (such firm or Person, the " Expert ").