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Company shall have the right to take all legal steps desired by it <br />to reduce the same. <br />Notwithstanding such protest by Company, and except as otherwise <br />provided in Article VI(B), Company agrees to pay to City on or <br />before the date therefore hereinabove provided, at least the total <br />of (a) the total amount of ad valorem taxes on the annexed <br />portions, plus (b) the total amount of the "in lieu of taxes" on <br />the unannexed portions of Company's hereinabove described property <br />which would be due to City in accordance with the foregoing <br />provisions of this Agreement on the basis of renditions which <br />shall be filed by Company. <br />When the City or Harris County Appraisal District (as the case may <br />be) valuation on said property of Company has been so finally <br />determined, either as the result of final judgment of a court of <br />competent jurisdiction or as the result of other final conclusion <br />of the controversy, then within thirty (30) days thereafter <br />Company shall make payment to City of any additional payment due <br />hereunder, or City shall make payment to Company of any refund <br />due, as the case may be, based on such final valuation, together <br />with applicable penalties, interests, and costs. <br />B. Should Company disagree with any appraisal made by the <br />independent appraiser selected by City pursuant to Article II <br />above (which shall be given in writing to Company), Company shall, <br />within twenty (20) calendar days of receiving City's invoice, give <br />written notice to the City of such disagreement. In the event <br />Company does not give such written notice of disagreement within <br />such time period, the appraisal made by said independent appraiser <br />shall be final and controlling for purposes of the determination <br />of "in lieu of taxes" payments to be made under this Agreement. <br />Should Company give such notice of disagreement, Company shall <br />also submit to the City with such notice a written statement <br />setting forth what Company believes to be the market value of <br />Company's hereinabove described property. Both parties agree to <br />thereupon enter into good faith negotiations in an attempt to <br />reach an agreement as to the market value of Company's property <br />for "in lieu" purposes hereunder. If, after the expiration -of <br />thirty (30) days from the date the notice of disagreement was <br />received by City, the parties have not reached agreement as to <br />such market value, the parties agree to submit the dispute to <br />final arbitration as provided in subparagraph 1 of this Article <br />VI (B) . <br />Notwithstanding any such disagreement by Company, Company agrees <br />to pay to City on or before December 31 of each year during the <br />term hereof, at least the total of (a) the ad valorem taxes on the <br />annexed portions, plus (b) the total amount of the "in lieu" <br />payments which would be due hereunder on the basis of Company's <br />written valuations statement submitted to City by Company <br />hereunder, or the total assessment and "in lieu of taxes" thereon <br />for the last preceding year, whichever is higher. <br />7 <br />