Common use of Appointment of Independent Expert Clause in Contracts

Appointment of Independent Expert. If any Dispute is referred to an Independent Expert under this Clause 11: the Parties must in good faith use all reasonable endeavours to agree who the Independent Expert shall be; or If after ten (10) Working Days, the Parties have failed to agree who the Independent Expert shall be, the Authority shall refer the matter to the Managing Director of Markets (or person of equivalent authority) for the time being at XXXX who shall choose the Independent Expert. The choice of the Managing Director shall be binding on the Parties. The determination process: Co-operation with the Independent Expert: The Parties shall: provide the Independent Expert with any assistance he may require in determining the Dispute referred to him; and provide the Independent Expert with all information he may reasonably request. Calling for evidence: The Independent Expert shall be entitled to call for such evidence and arguments from the Parties and any other person as he shall, in his absolute discretion, see fit in the course of making his determination. All such information and evidence shall be provided to the Independent Expert in writing. Appointment of advisers: The Independent Expert may appoint advisers having appropriate qualifications and experience, whose services he considers are desirable to assist him in considering the Dispute referred to him. The Independent Expert's determination: Determination in writing The Independent Expert shall give his determinations in writing. Determination on matters referable: The Independent Expert shall make his determination only in relation to matters expressly referable to an Independent Expert by the terms of this Framework Agreement. The Independent Expert shall have no discretion to make any determination on any other matter except with the prior agreement of both Parties. Determination that amendments are required: If the Independent Expert determines that amendments to the Framework Agreement or Customer Contracts are required, the Independent Expert shall specify what amendments are required, the date on which the amendments shall have effect and the allocation of implementation costs between the Parties (determined on a pass-through, open-book basis). Parties' right to terminate where no amendments are required: This Clause 11.9.4 applies if the Independent Expert determines: there is a Relevant Change or there is a Potential Relevant Change; and there are no amendments to the Framework Agreement or Customer Contracts that can be made to avoid the impact of the Relevant Change Effect. If this Clause 11.9.4 applies in the case of a Relevant Change, either Party may give notice of its intention to terminate this Framework Agreement or the Customer Contracts as the case may be. As soon as reasonably practicable after receipt of the notice of intention to terminate, the Parties shall meet and in good faith use all reasonable endeavours to agree whether this Framework Agreement or the Customer Contracts should continue or be terminated. If the Parties agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, neither Party shall have the right to terminate the relevant agreements. If after seven (7) Days following receipt of the notice of intention to terminate, the Parties have failed to agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, either Party may terminate this Framework Agreement or the Customer Contracts (as applicable) by giving six (6) Months notice in writing to the other Party. If this Clause 11.9.4 applies in the case of a Potential Relevant Change, the Parties may agree that either Party may terminate this Framework Agreement or Customer Contracts on the date on which the Potential Relevant Change becomes a Relevant Change.

Appointment of Independent Expert. If any Dispute is referred to an Independent Expert under this Clause 1131: the Parties must in good faith use all reasonable endeavours to agree who the Independent Expert shall be; or If after ten (10) Working Days, the Parties have failed to agree who the Independent Expert shall be, the Authority shall refer the matter to the Managing Director of Markets (or person of equivalent authority) for the time being at XXXX who shall choose the Independent Expert. The choice of the Managing Director shall be binding on the Parties. The determination process: Co-operation with the Independent Expert: The Parties shall: provide the Independent Expert with any assistance he may require in determining the Dispute referred to him; and provide the Independent Expert with all information he may reasonably request. Calling for evidence: The Independent Expert shall be entitled to call for such evidence and arguments from the Parties and any other person as he shall, in his absolute discretion, see fit in the course of making his determination. All such information and evidence shall be provided to the Independent Expert in writing. Appointment of advisers: The Independent Expert may appoint advisers having appropriate qualifications and experience, whose services he considers are desirable to assist him in considering the Dispute referred to him. The Independent Expert's determination: Determination in writing The Independent Expert shall give his determinations in writing. Determination on matters referable: The Independent Expert shall make his determination only in relation to matters expressly referable to an Independent Expert by the terms of this Framework Agreement. The Independent Expert shall have no discretion to make any determination on any other matter except with the prior agreement of both Parties. Determination that amendments are required: If the Independent Expert determines that amendments to the Framework this Agreement or Customer Contracts are required, the Independent Expert shall specify what amendments are required, the date on which the amendments shall have effect and the allocation of implementation costs between the Parties (determined on a pass-through, open-book basis). Parties' right to terminate where no amendments are required: This Clause 11.9.4 31.9.4 applies if the Independent Expert determines: there is a Relevant Change or there is a Potential Relevant Change; and there are no amendments to the Framework this Agreement or Customer Contracts that can be made to avoid the impact of the Relevant Change Effect. If this Clause 11.9.4 31.9.4 applies in the case of a Relevant Change, either Party may give notice of its intention to terminate this Framework Agreement or the Customer Contracts as the case may be. As soon as reasonably practicable after receipt of the notice of intention to terminate, the Parties shall meet and in good faith use all reasonable endeavours to agree whether this Framework Agreement or the Customer Contracts should continue or be terminated. If the Parties agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, neither Party shall have the right to terminate the relevant agreements. If after seven (7) Days following receipt of the notice of intention to terminate, the Parties have failed to agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, either Party may terminate this Framework Agreement or the Customer Contracts (as applicable) by giving six (6) Months notice in writing to the other Party. If this Clause 11.9.4 31.9.4 applies in the case of a Potential Relevant Change, the Parties may agree that either Party may terminate this Framework Agreement or Customer Contracts on the date on which the Potential Relevant Change becomes a Relevant Change.

Appointment of Independent Expert. If any Dispute is referred to an Independent Expert under this Clause 1114: the Parties must in good faith use all reasonable endeavours to agree who the Independent Expert shall be; or If after ten (10) Working Days, the Parties have failed to agree who the Independent Expert shall be, the Authority shall refer the matter to the Managing Director of Markets (or person of equivalent authority) for the time being at XXXX who shall choose the Independent Expert. The choice of the Managing Director shall be binding on the Parties. The determination process: Co-operation with the Independent Expert: The Parties shall: provide the Independent Expert with any assistance he may require in determining the Dispute referred to him; and provide the Independent Expert with all information he may reasonably request. Calling for evidence: The Independent Expert shall be entitled to call for such evidence and arguments from the Parties and any other person as he shall, in his absolute discretion, see fit in the course of making his determination. All such information and evidence shall be provided to the Independent Expert in writing. Appointment of advisers: The Independent Expert may appoint advisers having appropriate qualifications and experience, whose services he considers are desirable to assist him in considering the Dispute referred to him. The Independent Expert's determination: Determination in writing The Independent Expert shall give his determinations in writing. Determination on matters referable: The Independent Expert shall make his determination only in relation to matters expressly referable to an Independent Expert by the terms of this Framework Agreement. The Independent Expert shall have no discretion to make any determination on any other matter except with the prior agreement of both Parties. Determination that amendments are required: If the Independent Expert determines that amendments to the Framework this Agreement or Customer Contracts are required, the Independent Expert shall specify what amendments are required, the date on which the amendments shall have effect and the allocation of implementation costs between the Parties (determined on a pass-through, open-book basis). Parties' right to terminate where no amendments are required: This Clause 11.9.4 14.9.4 applies if the Independent Expert determines: there is a Relevant Change or there is a Potential Relevant Change; and there are no amendments to the Framework this Agreement or Customer Contracts that can be made to avoid the impact of the Relevant Change Effect. If this Clause 11.9.4 14.9.4 applies in the case of a Relevant Change, either Party may give notice of its intention to terminate this Framework Agreement or the Customer Contracts as the case may be. As soon as reasonably practicable after receipt of the notice of intention to terminate, the Parties shall meet and in good faith use all reasonable endeavours to agree whether this Framework Agreement or the Customer Contracts should continue or be terminated. If the Parties agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, neither Party shall have the right to terminate the relevant agreements. If after seven (7) Days following receipt of the notice of intention to terminate, the Parties have failed to agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, either Party may terminate this Framework Agreement or the Customer Contracts (as applicable) by giving six (6) Months notice in writing to the other Party. If this Clause 11.9.4 14.9.4 applies in the case of a Potential Relevant Change, the Parties may agree that either Party may terminate this Framework Agreement or Customer Contracts on the date on which the Potential Relevant Change becomes a Relevant Change.

Appointment of Independent Expert. If any Dispute is referred to an Independent Expert under this Clause 1152: the Parties must in good faith use all reasonable endeavours to agree who the Independent Expert shall be; or If after ten (10) Working Days, the Parties have failed to agree who the Independent Expert shall be, the Authority shall refer the matter to the Managing Director of Markets (or person of equivalent authority) for the time being at XXXX who shall choose the Independent Expert. The choice of the Managing Director shall be binding on the Parties. The determination process: Co-operation with the Independent Expert: The Parties shall: provide the Independent Expert with any assistance he may require in determining the Dispute referred to him; and provide the Independent Expert with all information he may reasonably request. Calling for evidence: The Independent Expert shall be entitled to call for such evidence and arguments from the Parties and any other person as he shall, in his absolute discretion, see fit in the course of making his determination. All such information and evidence shall be provided to the Independent Expert in writing. Appointment of advisers: The Independent Expert may appoint advisers having appropriate qualifications and experience, whose services he considers are desirable to assist him in considering the Dispute referred to him. The Independent Expert's determination: Determination in writing The Independent Expert shall give his determinations in writing. Determination on matters referable: The Independent Expert shall make his determination only in relation to matters expressly referable to an Independent Expert by the terms of this Framework Agreement. The Independent Expert shall have no discretion to make any determination on any other matter except with the prior agreement of both Parties. Determination that amendments are required: If the Independent Expert determines that amendments to the Framework this Agreement or Customer Contracts are required, the Independent Expert shall specify what amendments are required, the date on which the amendments shall have effect and the allocation of implementation costs between the Parties (determined on a pass-through, open-book basis). Parties' right to terminate where no amendments are required: This Clause 11.9.4 52.9.4 applies if the Independent Expert determines: there is a Relevant Change or there is a Potential Relevant Change; and there are no amendments to the Framework this Agreement or Customer Contracts that can be made to avoid the impact of the Relevant Change Effect. If this Clause 11.9.4 52.9.4 applies in the case of a Relevant Change, either Party may give notice of its intention to terminate this Framework Agreement or the Customer Contracts as the case may be. As soon as reasonably practicable after receipt of the notice of intention to terminate, the Parties shall meet and in good faith use all reasonable endeavours to agree whether this Framework Agreement or the Customer Contracts should continue or be terminated. If the Parties agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, neither Party shall have the right to terminate the relevant agreements. If after seven (7) Days following receipt of the notice of intention to terminate, the Parties have failed to agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, either Party may terminate this Framework Agreement or the Customer Contracts (as applicable) by giving six (6) Months notice in writing to the other Party. If this Clause 11.9.4 52.9.4 applies in the case of a Potential Relevant Change, the Parties may agree that either Party may terminate this Framework Agreement or Customer Contracts on the date on which the Potential Relevant Change becomes a Relevant Change.

Appointment of Independent Expert. If any Dispute is referred to an Independent Expert under this Clause 11115: the Parties must in good faith use all reasonable endeavours to agree who the Independent Expert shall be; or If after ten (10) Working Days, the Parties have failed to agree who the Independent Expert shall be, the Authority shall refer the matter to the Managing Director of Markets (or person of equivalent authority) for the time being at XXXX who shall choose the Independent Expert. The choice of the Managing Director shall be binding on the Parties. The determination process: Co-operation with the Independent Expert: The Parties shall: provide the Independent Expert with any assistance he may require in determining the Dispute referred to him; and provide the Independent Expert with all information he may reasonably request. Calling for evidence: The Independent Expert shall be entitled to call for such evidence and arguments from the Parties and any other person as he shall, in his absolute discretion, see fit in the course of making his determination. All such information and evidence shall be provided to the Independent Expert in writing. Appointment of advisers: The Independent Expert may appoint advisers having appropriate qualifications and experience, whose services he considers are desirable to assist him in considering the Dispute referred to him. The Independent Expert's determination: Determination in writing The Independent Expert shall give his determinations in writing. Determination on matters referable: The Independent Expert shall make his determination only in relation to matters expressly referable to an Independent Expert by the terms of this Framework Agreement. The Independent Expert shall have no discretion to make any determination on any other matter except with the prior agreement of both Parties. Determination that amendments are required: If the Independent Expert determines that amendments to the Framework this Agreement or Customer Contracts are required, the Independent Expert shall specify what amendments are required, the date on which the amendments shall have effect and the allocation of implementation costs between the Parties (determined on a pass-through, open-book basis). Parties' right to terminate where no amendments are required: This Clause 11.9.4 applies if the Independent Expert determines: there is a Relevant Change or there is a Potential Relevant Change; and there are no amendments to the Framework Agreement or Customer Contracts that can be made to avoid the impact of the Relevant Change Effect. If this Clause 11.9.4 applies in the case of a Relevant Change, either Party may give notice of its intention to terminate this Framework Agreement or the Customer Contracts as the case may be. As soon as reasonably practicable after receipt of the notice of intention to terminate, the Parties shall meet and in good faith use all reasonable endeavours to agree whether this Framework Agreement or the Customer Contracts should continue or be terminated. If the Parties agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, neither Party shall have the right to terminate the relevant agreements. If after seven (7) Days following receipt of the notice of intention to terminate, the Parties have failed to agree that this Framework Agreement or the Customer Contracts (as the case may be) should continue, either Party may terminate this Framework Agreement or the Customer Contracts (as applicable) by giving six (6) Months notice in writing to the other Party. If this Clause 11.9.4 applies in the case of a Potential Relevant Change, the Parties may agree that either Party may terminate this Framework Agreement or Customer Contracts on the date on which the Potential Relevant Change becomes a Relevant Change.: