Section 5.01 Further Assurances. Upon the request of any Party, each other Party shall, at any time and from time to time, without further consideration, execute, deliver and perform or cause the execution, delivery and performance of, as applicable, any and all documents, agreements, certificates, and instruments, and take or cause to be taken, as applicable, such other actions as any other Party may reasonably require to carry out the intent of this Agreement and comply with the terms of this Agreement.
Section 5.02 Survival. All of the provisions of this Agreement shall survive and continue to be in full force and effect until fully performed; provided, however, the representations and warranties in Section 3.01 and Section 3.02 shall not survive after the Contribution Date.
Section 5.03 Entire Agreement. This Agreement, the Exhibits hereto, the Ancillary Agreements and other documents referred to herein shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all other prior negotiations, agreements and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement. Except as otherwise expressly provided herein, in the case of any conflict between the terms of this Agreement on the one hand, and the terms of any other Ancillary Agreement, the OSH LLC Agreement, and/or OSH MH LLC Agreement on the other hand, the terms of this Agreement shall control.
Section 5.04 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of each of the Parties.
Section 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. This Agreement may be executed by electronic transmission (including by .pdf) and such execution shall have the same force and effect as manually executed counterparts.
Section 5.06 Amendment. This Agreement may not be altered, modified, changed or amended, in whole or in part with respect to any Party, except by a written instrument signed by each such affected Party and, if applicable, authorized by each such Partys board of directors, board of managers, managing member or general partner, as the case may be.
Section 5.07 Dispute Resolution. Subject to the terms and conditions of this Agreement in the event of any dispute between the Parties as to any matter covered under this Agreement, the Parties shall appoint a tax specialist from a nationally recognized independent public accounting firm (an Accounting Firm) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by the Sponsor Blockers and OSH LLC and OSH MH LLC and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.