Common use of Arbitration of Technical Disputes Clause in Contracts

Arbitration of Technical Disputes. (a) Within thirty (30) days after the Execution Date, the Parties shall propose the names of up to three (3) technical experts to act as Expert Arbitrators for Technical Disputes that may arise (“Expert Arbitrator Candidates”). A Party shall accept or reject any Expert Arbitrator Candidate proposed by the other Party within ten (10) Business Days after such proposal. The Parties shall continue to propose Expert Arbitrator Candidates until the panel of Expert Arbitrators is comprised of at least three (3) Expert Arbitrators (the “Panel”). The Parties shall agree upon the order of the Expert Arbitrators on the Panel. If any Expert Arbitrator is no longer available to serve on the Panel or ceases to satisfy the criteria for an Expert Arbitrator, then the Parties shall promptly agree upon a suitable replacement. (b) Once the period for resolution of a Dispute submitted to the Management Committee, as set forth in Section 18.1, has terminated without a resolution of such Dispute, or earlier if both Parties agree, and in the event the Dispute is technical in nature (a “Technical Dispute”), the Technical Dispute may be submitted by either Party (with concurrent notice of such submission to the other Party (a “Technical Dispute Notice”)) for arbitration by an Expert Arbitrator (an “Expert Arbitration”). Any Party involved in the Technical Dispute may object to reference of the Technical Dispute to an Expert Arbitrator on the grounds that such Technical Dispute is not appropriate for resolution by Expert Arbitration by giving notice of such objection to the other Party within ten (10) Business Days after the receipt by such Party of the Technical Dispute Notice, whereupon an Expert Arbitrator selected in accordance with clause (c) below shall determine whether or not such Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration. In the event the Expert Arbitration determines that the Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration, such Dispute shall be resolved in accordance with this Section 18.3.1. Absent such determination, the Technical Dispute shall be finally resolved in accordance with Section 18.3.2. (c) The Parties shall promptly confer as to which of the Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute. Promptly thereafter, the Party referring the Technical Dispute to Expert Arbitration shall contact the first Expert Arbitrator on the Panel who the Parties mutually agree has such expertise. If such Expert Arbitrator has any financial interest in the outcome of any Dispute or is unavailable to serve in a timely fashion, then the other Expert Arbitrators on the Panel who the Parties mutually agree have such expertise shall be contacted in order until an Expert Arbitrator without any financial interest in the outcome of the Technical Dispute is available to hear the Technical Dispute in a timely fashion. If, for any reason, all of the Expert Arbitrators on the Panel without any financial interest in the outcome of any Dispute are unavailable to hear the Technical Dispute, or the Parties fail to agree that any of the available Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute, then Parties shall have ten (10) days to agree upon a suitable Expert Arbitrator. If the Parties fail to agree, within such ten (10)-day period, upon an Expert Arbitrator to hear the Technical Dispute, then, on the request of either Party, the International Chamber of Commerce (“ICC”) Center for Expertise shall appoint an Expert Arbitrator to hear the Technical Dispute. (d) The arbitration of the Technical Dispute shall be conducted in New York, New York (or such other place to which the Parties mutually agree in writing), in accordance with ICC Rules for Expertise. The language of the arbitration of the Technical Dispute and of all documentation in the arbitration shall be English. The Expert Arbitrator may request information and documents from the Parties that he or she determines to be reasonably necessary to resolve the Technical Dispute. The Expert Arbitrator shall review evidence and other submissions by the Parties and, unless the Parties mutually agree otherwise, shall hold a one (1)-day hearing. The Parties and the Expert Arbitrator shall use commercially reasonable efforts to have the Expert Arbitrator render a final award as soon as possible, and if practicable, within ninety (90) days after his or her appointment. Such time period may be extended by the Expert Arbitrator for good cause shown or by the written agreement of both Parties. The award of the Expert Arbitrator shall be in writing and shall briefly state the findings of fact and conclusions of law upon which it is based; it shall be final and binding on the Parties, and may be entered and enforced in any court having jurisdiction.

Arbitration of Technical Disputes. (a) Within A Technical Dispute that is not resolved by the Executives in accordance with Section 12.1 shall be resolved pursuant to this Section 13.2. For any Unresolved Technical Dispute following the expiration of the thirty (30) days after the Execution DateDay period described in Section 13.1, the Parties shall propose jointly name a neutral engineer to resolve the names of up to three (3) technical experts to act as Expert Arbitrators for Technical Disputes that may arise (“Expert Arbitrator Candidates”). A Party shall accept or reject any Expert Arbitrator Candidate proposed by the other Party within ten (10) Business Days after such proposal. The Parties shall continue to propose Expert Arbitrator Candidates until the panel of Expert Arbitrators is comprised of at least three (3) Expert Arbitrators (the “Panel”). The Parties shall agree upon the order of the Expert Arbitrators on the Panel. If any Expert Arbitrator is no longer available to serve on the Panel or ceases to satisfy the criteria for an Expert Arbitrator, then the Parties shall promptly agree upon a suitable replacement. (b) Once the period for resolution of a Dispute submitted to the Management Committee, as set forth in Section 18.1, has terminated without a resolution of such Dispute, or earlier if both Parties agree, and in the event the Dispute is technical in nature (a “Technical Dispute”), the Technical Dispute may be submitted by either Party (with concurrent notice of such submission to the other Party (a “Technical Dispute Notice”)) for arbitration by an Expert Arbitrator (an “Expert Arbitration”). Any Party involved in the Technical Dispute may object to reference of the Technical Dispute to an Expert Arbitrator on the grounds that such Technical Dispute is not appropriate for resolution by Expert Arbitration by giving notice of such objection to the other Party within ten (10) Business Days after the receipt by such Party of the Technical Dispute Notice, whereupon an Expert Arbitrator selected in accordance with clause (c) below shall determine whether or not such Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration. In the event the Expert Arbitration determines that the Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration, such Dispute shall be resolved dispute in accordance with this Section 18.3.113.2 (the “Engineering Arbitrator”) within five (5) Business Days. Absent such determinationIf the Parties engage an Engineering Arbitrator as provided in this Section 13.2, the Technical Dispute disputing Party shall be finally resolved in accordance with Section 18.3.2. deliver to the Engineering Arbitrator and to the other Party written notice stating (ci) The Parties shall promptly confer as to which the general nature of the Expert Arbitrators on the Panel have the appropriate expertise to hear the each Technical Dispute. Promptly thereafter, (ii) the Party referring the Technical Dispute to Expert Arbitration shall contact the first Expert Arbitrator on the Panel who the Parties mutually agree has such expertise. If such Expert Arbitrator has any financial interest in the outcome amount or extent of any Dispute or is unavailable to serve in a timely fashion, then the other Expert Arbitrators on the Panel who the Parties mutually agree have such expertise shall be contacted in order until an Expert Arbitrator without any financial interest in the outcome of the Technical Dispute is available to hear the Technical Dispute in a timely fashion. If, for any reason, all of the Expert Arbitrators on the Panel without any financial interest in the outcome of any Dispute are unavailable to hear the Technical Dispute, or the Parties fail to agree that any of the available Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute, then Parties shall have ten and (10iii) days to agree upon a suitable Expert Arbitrator. If the Parties fail to agree, within such ten (10)-day period, upon an Expert Arbitrator to hear the Technical Dispute, then, on the request of either Party, the International Chamber of Commerce (“ICC”) Center supporting data for Expertise shall appoint an Expert Arbitrator to hear the Technical Dispute. (d) The arbitration of the Technical Dispute shall be conducted in New York, New York (or such other place to which the Parties mutually agree in writing), in accordance with ICC Rules for Expertise. The language of the arbitration of the Technical Dispute and of all documentation in the arbitration shall be English. The Expert Arbitrator may request information and documents from the Parties that he or she determines to be reasonably necessary to resolve the Technical Dispute. The Expert opposing Party shall endeavor to submit any response to the disputing Party and the Engineering Arbitrator shall review evidence and other submissions by within five (5) Business Days after receipt of the Parties and, disputing Party’s last submittal (unless the Parties mutually agree otherwise, shall hold a one (1)-day hearingEngineering Arbitrator allows additional time). The Parties and the Expert Arbitrator shall use commercially reasonable efforts to have the Expert Arbitrator render a final award as soon as possible, and if practicable, within ninety (90) days after his or her appointment. Such time period may be extended by the Expert Arbitrator for good cause shown or by the written agreement of both Parties. The award of the Expert Arbitrator Each Party’s submission shall be in writing the form of written statements of position by the Party, and each Party shall briefly state have an opportunity to respond to the findings written statements of fact the other Party and conclusions any requests for statements or information by the Engineering Arbitrator; provided, however, that all responses to submissions (except as provided above) shall be made within two (2) Business Days of law upon which it is based; it receipt of the submission being responded to and, notwithstanding any provision herein to the contrary, any unresolved disputed items shall be determined by the Engineering Arbitrator within three (3) Business Days of receipt by the Engineering Arbitrator of the opposing Party’s initial response or the expiration of the deadline therefor. The decision of the Engineering Arbitrator shall be final and binding on each of the Parties, Parties and may be entered enforced by either Party. If the Engineering Arbitrator does not render a formal decision in writing within the time stated in this Section 13.2, the Parties may pursue all its rights and enforced remedies provided at law or in equity or otherwise in this PPA. The Parties shall each bear their own costs with respect to the arbitration of any court having jurisdiction.the Technical Dispute. When functioning as interpreter and judge under Section 13.2, the Engineering Arbitrator will take into consideration the results of any inspection or test performed by or on behalf of any Governmental Authority relating to the Facility that is relevant to the Technical Dispute that is the subject of the proceeding and will not show partiality to either Party. The Engineering Arbitrator will not be liable in connection with any interpretation or decision rendered in good faith in the capacity. The costs of the Engineering Arbitrator shall be shared equally by the Parties. 31

Arbitration of Technical Disputes. (a) Within thirty (30) days after the Execution Date, the Parties shall propose the names of up to three (3) technical experts to act as Expert Arbitrators for Technical Disputes that may arise (“"Expert Arbitrator Candidates”"). A Party shall accept or reject any Expert Arbitrator Candidate proposed by the other Party within ten (10) Business Days after such proposal. The Parties shall continue to propose Expert Arbitrator Candidates until the panel of Expert Arbitrators is comprised of at least three (3) Expert Arbitrators (the “"Panel”"). The Parties shall agree upon the order of the Expert Arbitrators on the Panel. If any Expert Arbitrator is no longer available to serve on the Panel or ceases to satisfy the criteria for an Expert Arbitrator, then the Parties shall promptly agree upon a suitable replacement. (b) Once the period for resolution of a Dispute submitted to the Management Committee, as set forth in Section 18.1, has terminated without a resolution of such Dispute, or earlier if both Parties agree, and in the event the Dispute is technical in nature (a “"Technical Dispute”"), the Technical Dispute may be submitted by either Party (with concurrent notice of such submission to the other Party (a “"Technical Dispute Notice”")) for arbitration by an Expert Arbitrator (an “"Expert Arbitration”"). Any Party involved in the Technical Dispute may object to reference of the Technical Dispute to an Expert Arbitrator on the grounds that such Technical Dispute is not appropriate for resolution by Expert Arbitration by giving notice of such objection to the other Party within ten (10) Business Days after the receipt by such Party of the Technical Dispute Notice, whereupon an Expert Arbitrator selected in accordance with clause (c) below shall determine whether or not such Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration. In the event the Expert Arbitration determines that the Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration, such Dispute shall be resolved in accordance with this Section 18.3.1. Absent such determination, the Technical Dispute shall be finally resolved in accordance with Section 18.3.2. (c) The Parties shall promptly confer as to which of the Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute. Promptly thereafter, the Party referring the Technical Dispute to Expert Arbitration shall contact the first Expert Arbitrator on the Panel who the Parties mutually agree has such expertise. If such Expert Arbitrator has any financial interest in the outcome of any Dispute or is unavailable to serve in a timely fashion, then the other Expert Arbitrators on the Panel who the Parties mutually agree have such expertise shall be contacted in order until an Expert Arbitrator without any financial interest in the outcome of the Technical Dispute is available to hear the Technical Dispute in a timely fashion. If, for any reason, all of the Expert Arbitrators on the Panel without any financial interest in the outcome of any Dispute are unavailable to hear the Technical Dispute, or the Parties fail to agree that any of the available Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute, then Parties shall have ten (10) days to agree upon a suitable Expert Arbitrator. If the Parties fail to agree, within such ten (10)-day period, upon an Expert Arbitrator to hear the Technical Dispute, then, on the request of either Party, the International Chamber of Commerce (“"ICC”") Center for Expertise shall appoint an Expert Arbitrator to hear the Technical Dispute. (d) The arbitration of the Technical Dispute shall be conducted in New York, New York (or such other place to which the Parties mutually agree in writing), in accordance with ICC Rules for Expertise. The language of the arbitration of the Technical Dispute and of all documentation in the arbitration shall be English. The Expert Arbitrator may request information and documents from the Parties that he or she determines to be reasonably necessary to resolve the Technical Dispute. The Expert Arbitrator shall review evidence and other submissions by the Parties and, unless the Parties mutually agree otherwise, shall hold a one (1)-day hearing. The Parties and the Expert Arbitrator shall use commercially reasonable efforts to have the Expert Arbitrator render a final award as soon as possible, and if practicable, within ninety (90) days after his or her appointment. Such time period may be extended by the Expert Arbitrator for good cause shown or by the written agreement of both Parties. The award of the Expert Arbitrator shall be in writing and shall briefly state the findings of fact and conclusions of law upon which it is based; it shall be final and binding on the Parties, and may be entered and enforced in any court having jurisdiction.

Arbitration of Technical Disputes. (a) Within thirty (30) days after the Execution Date, the Parties shall propose the names of up to three (3) technical experts to act as Expert Arbitrators for Technical Disputes that may arise (“"Expert Arbitrator Candidates”"). A Party shall accept or reject any Expert Arbitrator Candidate proposed by the other Party within ten (10) Business Days after such proposal. The Parties shall continue to propose Expert Arbitrator Candidates until the panel of Expert Arbitrators is comprised of at least three (3) Expert Arbitrators (the “"Panel”"). The Parties shall agree upon the order of the Expert Arbitrators on the Panel. If any Expert Arbitrator is no longer available to serve on the Panel or ceases to satisfy the criteria for an Expert Arbitrator, then the Parties shall promptly agree upon a suitable replacement. (b) Once the period for resolution of a Dispute submitted to the Management Committee, as set forth in Section 18.1, has terminated without a resolution of such Dispute, or earlier if both Parties agree, and in the event the Dispute is technical in nature (a “"Technical Dispute”"), the Technical Dispute may be submitted by either Party (with concurrent notice of such submission to the other Party (a “"Technical Dispute Notice”")) for arbitration by an Expert Arbitrator (an “"Expert Arbitration”"). Any Party involved in the Technical Dispute may object to reference of the Technical Dispute to an Expert Arbitrator on the grounds that such Technical Dispute is not appropriate for resolution by Expert Arbitration by giving notice of such objection to the other Party within ten (10) Business Days after the receipt by such Party of the Technical Dispute Notice, whereupon an Expert Arbitrator selected in accordance with clause (c) below shall determine whether or not such Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration. In the event the Expert Arbitration determines that the Dispute is a Technical Dispute appropriate for resolution by Expert Arbitration, such Dispute shall be resolved in accordance with this Section 18.3.1. Absent such determination, the Technical Dispute shall be finally resolved in accordance with Section 18.3.2. (c) The Parties shall promptly confer as to which of the Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute. Promptly thereafter, the Party referring the Technical Dispute to Expert Arbitration shall contact the first Expert Arbitrator on the Panel who the Parties mutually agree has such expertise. If such Expert Arbitrator has any financial interest in the outcome of any Dispute or is unavailable to serve in a timely fashion, then the other Expert Arbitrators on the Panel who the Parties mutually agree have such expertise shall be contacted in order until an Expert Arbitrator without any financial interest in the outcome of the Technical Dispute is available to hear the Technical Dispute in a timely fashion. If, for any reason, all of the Expert Arbitrators on the Panel without any financial interest in the outcome of any Dispute are unavailable to hear the Technical Dispute, or the Parties fail to agree that any of the available Expert Arbitrators on the Panel have the appropriate expertise to hear the Technical Dispute, then Parties shall have ten (10) days to agree upon a suitable Expert Arbitrator. If the Parties fail to agree, within such ten (10)-day period, upon an Expert Arbitrator to hear the Technical Dispute, then, on the request of either Party, the International Chamber of Commerce (“"ICC”") Center for Expertise shall appoint an Expert Arbitrator to hear the Technical Dispute.. 1014917.31-D.C. Server 1A - MSW (d) The arbitration of the Technical Dispute shall be conducted in New York, New York (or such other place to which the Parties mutually agree in writing), in accordance with ICC Rules for Expertise. The language of the arbitration of the Technical Dispute and of all documentation in the arbitration shall be English. The Expert Arbitrator may request information and documents from the Parties that he or she determines to be reasonably necessary to resolve the Technical Dispute. The Expert Arbitrator shall review evidence and other submissions by the Parties and, unless the Parties mutually agree otherwise, shall hold a one (1)-day hearing. The Parties and the Expert Arbitrator shall use commercially reasonable efforts to have the Expert Arbitrator render a final award as soon as possible, and if practicable, within ninety (90) days after his or her appointment. Such time period may be extended by the Expert Arbitrator for good cause shown or by the written agreement of both Parties. The award of the Expert Arbitrator shall be in writing and shall briefly state the findings of fact and conclusions of law upon which it is based; it shall be final and binding on the Parties, and may be entered and enforced in any court having jurisdiction.