Common use of Dispute Procedures Clause in Contracts

Dispute Procedures. A Post-Closing Statement shall become final and binding on the Parties on the 120th day following the date such Post-Closing Statement is received by Oryx Holdings, unless prior to such date Oryx Holdings delivers, in good faith, a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall set forth in reasonable detail all of Oryx Holdings’s disputed items and the reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Oryx Holdings proposes such changes. Oryx Holdings shall be deemed to have agreed with all items and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP shall use their good-faith efforts to reach agreement on the disputed items. If Oryx Holdings and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings (such period, the “Resolution Period”), then the total amount of the unresolved disputed items set forth in the notice of disagreement (the “Disputed Amount”) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time after the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLP. The fees and expenses of the Independent Accountants shall be borne 50% by Oryx Holdings and 50% by the Plains Parents. In no event shall the Disputed Amount, as determined by the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreement.

Dispute Procedures. A Post-Closing Statement Seller Representative shall become final and binding on the Parties on the 120th day following have thirty (30) days from the date such Post-Closing on which the final Earnout Statement after the Earnout Period ends is received by Oryx Holdings, unless prior delivered to such date Oryx Holdings delivers, in good faith, a Seller Representative (the “Earnout Review Period”) to review the Earnout Statement. Unless Seller Representative delivers written notice to PPLP Buyer prior to 5:00 p.m. Eastern Time on or before the last day of its disagreement. Oryx Holdings’s notice shall set forth the Earnout Review Period that it objects to any item or items shown or reflected in the Earnout Statement, and specifying in reasonable detail all of Oryx Holdings’s disputed the item or items to which it objects and reasons therefor (such item or items, the reasons therefor“Disputed Earnout Items” and such notice, together with Oryx Holdings’s proposed changes theretothe “Earnout Dispute Notice”), including an explanation in reasonable detail of then the basis on which Oryx Holdings proposes such changes. Oryx Holdings Earnout Statement shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative and Buyer shall attempt in good faith to have resolve each Disputed Earnout Item, and any resolution agreed with by them in writing shall be final, binding and conclusive for all items purposes of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and amounts contained Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the Post-Closing Statement that are not specifically identified as disputed items in such notice delivery of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP shall use their good-faith efforts to reach agreement on the disputed items. If Oryx Holdings and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings Earnout Dispute Notice (such fifteen (15) day period, the “Earnout Resolution Period”), then each unresolved Disputed Earnout Item shall be referred to the total amount of Independent Accountant for resolution in accordance with the unresolved disputed items processes and procedures set forth in Section 2.4(b) of the notice Agreement for purposes of disagreement (identifying an Independent Accountant and resolving the unresolved Disputed Earnout Items, as if the term “Buyer Statement” was replaced with “Earnout Statement,” the term “Disputed Amount”Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time after the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLP. The fees and expenses of the Independent Accountants shall be borne 50% by Oryx Holdings and 50% by the Plains Parents. In no event shall the Disputed Amount, as determined by the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreement.this Exhibit G.

Dispute Procedures. A Post-Closing Statement shall become final and binding If Selling Stockholder disagrees with the Purchaser’s calculation of Revenues as set forth on an Earnout Statement, Selling Stockholder may, within 30 days after delivery of the Parties on the 120th day following the date such Post-Closing Statement is received by Oryx HoldingsEarnout Statement, unless prior to such date Oryx Holdings delivers, in good faith, deliver a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall set forth the Purchaser stating that Selling Stockholder disagrees with such calculation and specifying in reasonable detail all of Oryx Holdings’s disputed those items or amounts as to which Selling Stockholder disagrees and the reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation in basis therefor (the “Earnout Notice of Disagreement”) and reasonable detail documentation and evidence of the basis on which Oryx Holdings proposes such changesbasis. Oryx Holdings Selling Stockholder shall be deemed to have agreed with all other items and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreementEarnout Statement. If Oryx Holdings timely delivers a notice an Earnout Notice of disagreementDisagreement shall be duly delivered pursuant to this Section 3.7(b), then Oryx Holdings the Selling Stockholder and PPLP shall Purchaser shall, during the fifteen (15) days following such delivery, use their good-faith commercially reasonable efforts to reach agreement on the disputed itemsitems or amounts in order to determine, as may be required, the Earnout Amount. If Oryx Holdings and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings (during such period, the “Resolution Period”Selling Stockholder and Purchaser are unable to reach such agreement, they shall promptly thereafter submit the unresolved issues to the Independent Accountant for a binding determination. Each of Purchaser and the Selling Stockholder agree that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Earnout Statement has been finally determined pursuant to this Section 3.7. Each party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and the Selling Stockholder shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making its determination, the Independent Accountant shall consider only those items or amounts set forth in the Earnout Notice of Disagreement (and not resolved by the parties) and matters affected thereby, and its determination of the Revenues shall not be less than the Revenues set forth in the Earnout Statement or more than the Revenues set forth in the Earnout Notice of Disagreement. The Independent Accountant shall deliver to the Selling Stockholder and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), then a report setting forth its calculation of the Earnout Amount, including the basis for and explanation of any difference from the Earnout Statement and/or the Earnout Notice of Disagreement. Such report shall be final and binding upon the Selling Stockholder and Purchaser, shall be deemed a final arbitration award that is binding on Purchaser and the Selling Stockholder, and neither Purchaser nor the Selling Stockholder shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the unresolved disputed total items set forth in the notice of disagreement (the “Disputed Amount”) may be dispute as originally submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time after Accountant. For example, should the end items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determinationSelling Stockholder’s position, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLP. The fees and expenses 60% of the Independent Accountants shall costs of its review would be borne 50by Purchaser and 40% by Oryx Holdings and 50% of the costs would be borne by the Plains Parents. In no event shall the Disputed Amount, as determined by the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementSelling Stockholder.

Dispute Procedures. A Post-Closing The Final Settlement Statement shall become final and binding on the Parties on the 120th 45th day following the date such Post-Closing the Final Settlement Statement is received by Oryx Holdingsthe Recipient Parties, unless prior to such date Oryx Holdings delivers, in good faith, a the Recipient Parties deliver written notice to PPLP the Contributing Parties of its disagreementtheir disagreement with the Final Settlement Statement (a “Settlement Notice”). Oryx Holdings’s notice Any Settlement Notice shall set forth in reasonable detail all of Oryx Holdings’s disputed items and the reasons therefor, together with Oryx Holdings’s Recipient Parties’ proposed changes theretoto the Final Settlement Statement, including an explanation in reasonable detail of the basis on which Oryx Holdings proposes the Recipient Parties propose such changes. Oryx Holdings shall be deemed to If the Recipient Parties have agreed with all items timely delivered a Settlement Notice, the Recipient Parties and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP Contributing Parties shall use their good-good faith efforts to reach written agreement on the disputed items. If Oryx Holdings and PPLP have not resolved the disputed items have not been resolved by the 60th Recipient Parties and the Contributing Parties by the 30th day following PPLP’s the Contributing Parties’ receipt of a notice of disagreement from Oryx Holdings (such periodSettlement Notice, the “Resolution Period”), then the total amount of the unresolved any remaining disputed items set forth in shall be submitted to one of Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP or PricewaterhouseCoopers LLP, as mutually agreed upon by the notice of disagreement parties (the “Disputed AmountIndependent Accountants”) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time within ten (10) Business Days after the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLPforegoing 30-day period. The fees and expenses of the Independent Accountants shall be borne fifty percent (50% by Oryx Holdings and 50% %) by the Plains ParentsContributing Parties and fifty percent (50%) by the Recipient Parties. In no event The Independent Accountants’ determination of the disputed items shall be final and binding upon the Disputed AmountParties, and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Final Settlement Statement, as determined by modified to reflect disputes resolved as described above, shall become the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementFinal Settlement Statement.

Dispute Procedures. A Post-Closing The Final Working Capital (as set forth in the Statement of Working Capital Calculation) shall become final and binding on the Parties Copano and Contributors on the 120th thirtieth (30th) day following the date such Post-Closing the Statement of Working Capital Calculation is received by Oryx HoldingsContributors Representative, unless prior to the expiration of such date Oryx Holdings delivers, in good faith, a thirty-day period Contributors Representative delivers written notice to PPLP Copano of its disagreement. Oryx HoldingsContributors Representative’s written notice shall set forth in reasonable detail all of Oryx Holdings’s its disputed items and together with, to the reasons thereforextent reasonably practicable, together with Oryx Holdings’s its proposed changes thereto, including an explanation in reasonable detail of the basis on which Oryx Holdings Contributors Representative proposes such changes. Oryx Holdings Contributors shall be deemed to have agreed with all items and amounts contained in the Post-Closing Statement of Working Capital Calculation that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings Contributors Representative has delivered a timely delivers a notice of disagreement, then Oryx Holdings Copano and PPLP Contributors Representative shall use their good-good faith efforts to reach agreement on the disputed itemsitems to determine the Final Working Capital. If Oryx Holdings Copano and PPLP Contributors Representative have not resolved signed an agreement resolving the disputed items by the 60th sixtieth (60th) day following PPLPContributors Representative’s receipt of a notice the Statement of disagreement from Oryx Holdings (such period, the “Resolution Period”)Working Capital Calculation, then the total amount of the unresolved disputed items set forth in the notice of disagreement (the “Disputed Amount”) may shall be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time within five (5) Business Days after the end of the Resolution Periodforegoing sixty (60) day period. The Promptly, but no later than thirty (30) days after receipt of the notice of disagreement, the Independent Accountants shall act render a written report as an expert to the resolution of the dispute and not as an arbitratorthe resulting computation of the Final Working Capital. In making such determination, the Independent Accountants shall consider only those items and amounts in the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days Statement of their engagement, or such other, longer period that Working Capital Calculation with which Contributors Representative has disagreed and are set forth in the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLPnotice of disagreement. The fees and expenses of the Independent Accountants shall be borne fifty percent (50% %) by Oryx Holdings Contributors and fifty percent (50% %) by the Plains Parents. In no event shall the Disputed Amount, as determined by the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementCopano.

Dispute Procedures. A PostAfter receipt of the Closing Date Balance Sheet, the Buyer shall have 30 days to review it. The Buyer and PricewaterhouseCoopers LLP, its independent accounting firm ("PWC"), shall have reasonable access during normal business hours to the books and records and appropriate employees of the Seller and AA in accordance with and adhering to the reasonable policy and procedures of AA for such requests, to the extent reasonably required to complete their review of the Closing Date Balance Sheet. All fees, costs and expenses incurred by the Buyer relating to Buyer's review of the Closing Date Balance Sheet shall be borne by the Buyer. The Buyer must, within thirty (30) days after the Buyer's receipt of the Closing Date Balance Sheet from the Seller, give written notice (the "Review Notice") to the Seller specifying in reasonable detail the Buyer's specific objections, if any, with respect thereto. If the Buyer does not provide the Review Notice within such 30-day period, the Closing Statement Date Net Worth set forth on the Closing Date Balance Sheet delivered by the Seller shall become be final and binding on the Parties on parties and the 120th day following the date such Post-Closing Statement is received by Oryx Holdings, unless prior to such date Oryx Holdings delivers, in good faith, a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall provisions set forth in reasonable detail all of Oryx Holdings’s disputed items and Section 1.4(c) shall then apply. The Buyer agrees that the reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation specific objections that it raises in reasonable detail of the basis on which Oryx Holdings proposes such changes. Oryx Holdings Review Notice shall be the only items subject to dispute under the subsequent procedures set forth in this Section 1.4(c), with all other matters not specifically objected to by the Buyer in the Review Notice being deemed to have been agreed with all items upon by the parties. With respect to any such disputed amounts, the parties agree to meet and amounts contained negotiate in good faith to resolve any such disputes during the Post-Closing Statement thirty (30) day period after the date that are not specifically identified as disputed items the Seller receives the Review Notice, or longer if mutually agreed upon in such notice of disagreementwriting by the Buyer and the Seller (the "Resolution Period"). If Oryx Holdings timely delivers a notice the parties are able to resolve all of disagreementtheir disputes, then Oryx Holdings the Closing Date Net Worth, as mutually agreed upon, shall be final and PPLP shall use their good-faith efforts to reach agreement binding on the disputed items. If Oryx Holdings parties and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings (such period, the “Resolution Period”), then the total amount of the unresolved disputed items provisions set forth in Section 1.4(c) shall then apply. If the notice of disagreement parties are unable to resolve all such disputes within the Resolution Period, then within five (the “Disputed Amount”5) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time business days after the end expiration of the Resolution Period, all unresolved disputes shall be submitted to a nationally recognized independent accounting firm jointly selected by the Buyer and the Seller (the "Independent Accountant"). The Independent Accountants Accountant shall act as an expert be engaged to provide a final and not as an arbitratorconclusive resolution of all unresolved disputes within thirty (30) days after such engagement. In making such determination, The determination of the Independent Accountants Accountant shall consider only be final and binding on the Disputed Amount. The Independent Accountants parties and the provisions set forth in Section 1.4(c) shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLPthen apply. The fees and expenses of the Independent Accountants Accountant shall be borne 50% by Oryx Holdings the Buyer and 50% by the Plains ParentsSeller. In no event shall the Disputed AmountWhen engaged, as determined by the Independent AccountantsAccountant shall have exclusive jurisdiction over, be more favorable and resort to the Plains Parents than reflected on Independent Accountant as provided herein shall be the Post-sole recourse and remedy of the parties against one another or any other Person with respect to, the determination of the Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementDate Net Worth.

Dispute Procedures. A PostIf the Seller Entities dispute any determination by the Buyer pursuant to Section 2.8(b), the Seller Entities shall give the Buyer notice of such dispute (a "Earn-Closing Statement shall become final and binding on the Parties on the 120th day following Out Notice of Dispute"), not more than 30 days after the date such Post-Closing Statement is received by Oryx Holdingson which the Seller Entities receive the Buyer's EBITDA Statement, unless prior to such date Oryx Holdings delivers, in good faith, a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall set forth specifying in reasonable detail all any points of Oryx Holdings’s disputed items dispute and the reasons therefor, together with Oryx Holdings’s including a proposed changes thereto, including an explanation in reasonable detail determination of the basis on which Oryx Holdings proposes such changesEBITDA for the applicable Measurement Period. Oryx Holdings The Seller Entities shall be deemed to have agreed with all items and amounts contained accepted any determination by the Buyer in the PostEBITDA Statement and each such determination shall be deemed conclusive, binding and final if (i) the Seller Entities fail to give an Earn-Closing Statement Out Notice of Dispute within such 30-day period, or (ii) the Seller Entities give notice to the Buyer accepting a determination within such 30-day period. Upon receipt of the Earn-Out Notice of Dispute, the Buyer and the Seller Entities shall consult promptly with each other with respect to the points of dispute in an effort to resolve the dispute. If such dispute is resolved by a written, signed agreement of the Seller Entities and the Buyer, the agreed amount will be deemed conclusive, binding and final. If any dispute is not resolved by the Seller Entities and the Buyer within 30 days after the Earn-Out Notice of Dispute is given to the Buyer, either the Seller Entities or the Buyer may elect, by written notice to the other party, to refer the dispute to the Special Accountant to finally determine, as soon as practicable, all such disputes. All determinations by the Special Accountant shall be in writing, and shall be conclusive, final, and binding; provided that (A) the scope of the Special Accountant's engagement will be limited solely to resolving the disputes regarding the determination of the EBITDA that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP shall use their good-faith efforts to reach agreement on the disputed items. If Oryx Holdings and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings (such period, the “Resolution Period”), then the total amount of the unresolved disputed items set forth in the notice Earn-Out Notice of disagreement Dispute; (B) the “Disputed Amount”Special Accountant shall be bound by the terms and provisions of this Agreement; and (C) the Special Accountant shall not ascribe a value to any disputed item or amount higher or lower, as the case may be submitted be, than the highest or lowest value ascribed by Oryx Holdings the Buyer or PPLP the Seller Entities to such item in the Independent Accountants for resolution at any time after the end EBITDA Statement or Earn-Out Notice of the Resolution PeriodDispute, respectively. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determinationfees, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLP. The fees costs and expenses of the Independent Accountants shall such Special Accountant incurred in connection with any dispute will be borne 50% by Oryx Holdings and 50% by the Plains Parents. In no event shall non-prevailing party, or if the Disputed AmountSpecial Accountant determines that neither party could be fairly found to be the prevailing party, as determined then such fees, costs and expenses will be borne fifty percent (50%) by the Independent Accountants, be more favorable to Seller Entities and fifty percent (50%) by the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementBuyer.

Dispute Procedures. A PostIf Seller disputes the Conversion Determination, Seller shall give Parent notice of such dispute (a “Notice of Dispute”) not later than forty-Closing Statement shall become final and binding on the Parties on the 120th day following five (45) days after the date such Post-Closing Statement is on which Seller received by Oryx Holdingsthe Conversion Determination, unless prior to such date Oryx Holdings deliverssupporting documentation and any other material requested in accordance with Section 2.2(a), in good faith, a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall set forth specifying in reasonable detail all any points of Oryx Holdings’s disputed items and the reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Oryx Holdings proposes such changesdispute. Oryx Holdings Seller shall be deemed to have agreed accepted the Conversion Determination and such Conversion Determination shall be deemed binding and final if (i) Seller fails to give a Notice of Dispute within such forty-five (45) day period, or (ii) Seller gives notice to Parent accepting such Conversion Determination within such forty-five (45) day period. Upon receipt of the Notice of Dispute, Parent and Seller shall consult promptly with all items and amounts contained each other with respect to the points of dispute in an effort to resolve the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreementdispute. If Oryx Holdings timely delivers such dispute is resolved by a notice written, signed agreement of disagreementSeller and Parent, then Oryx Holdings the agreed Conversion Determination will be deemed final and PPLP shall use their good-faith efforts to reach agreement on the disputed itemsbinding. If Oryx Holdings and PPLP have any dispute is not resolved by Parent and Seller within thirty (30) days after the disputed items by Notice of Dispute is given to Parent, Parent and Seller shall refer the 60th day following PPLP’s receipt dispute to Xxxxx Xxxxxxxx LLP, or if Xxxxx Xxxxxxxx LLP is unable or unwilling to service, such other mutually agreeable firm of a notice of disagreement from Oryx Holdings (such period, the “Resolution Period”), then the total amount of the unresolved disputed items set forth in the notice of disagreement independent public accountants (the “Disputed AmountSpecial Accountant”) may be submitted by Oryx Holdings or PPLP to finally determine, as soon as practicable, and in any event within thirty (30) days after such reference, all disputes with respect to the Independent Accountants for resolution at any time after Conversion Determination. For purposes of assisting the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In Special Accountant in making such determination, Parent and Seller shall submit a proposed determination of Gross Revenues and the Independent Accountants shall consider only the Disputed AmountConversion Value. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days fees, costs and expenses of their engagementsuch Special Accountant incurred in connection with any dispute regarding the Conversion Determination will be borne by the non-prevailing party, or if the Special Accountant determines that neither party could be fairly found to be the prevailing party, then such otherfees, longer period that costs and expenses will be borne fifty percent (50%) by Seller and fifty percent (50%) by Parent. All determinations by the Independent Accountants Special Accountant, which shall determinebe set forth in writing, in consultation shall be final, conclusive and binding with Oryx Holdings respect to the Conversion Determination and PPLP. The the allocation of fees and expenses of the Independent Accountants shall Special Accountant; provided, however, that the scope of the Special Accountant’s engagement will be borne 50% by Oryx Holdings limited to resolving the disputes set forth in the Notice of Dispute and 50% by the Plains Parents. In in no event shall may the Disputed Amount, as determined by the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown Special Accountant resolve such disputes in a manner that would result in the Conversion Shares being less, in the aggregate, than the amounts proposed changes delivered by Oryx Holdings pursuant to its notice Parent in the Conversion Determination, or greater, in the aggregate, than the amount proposed by Seller in the Notice of disagreementDispute.

Dispute Procedures. A Post-Closing The Net Asset Statement delivered by the ------------------ Shareholders' Representative to Buyer and the computation of the Net Asset Amount and the Consideration Adjustment indicated thereon shall become final be conclusive and binding upon the parties unless Buyer, within 30 days after delivery to Buyer of the Net Asset Statement, notifies the Shareholders' Representative in writing that Buyer disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Net Asset Statement and the computation of the Net Asset Amount and the Consideration Adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within 10 days after notice is given by Buyer to the Shareholders' Representative pursuant to the second preceding sentence, the parties shall submit the dispute to a partner at the accounting firm of Price Waterhouse LLP, or, if no partner of such firm will act, to a partner at such other nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with the Selling Shareholders, the Shareholders' Representative or Buyer or any of their respective affiliates within two years preceding the appointment (the "Arbiter"), for resolution. If the Parties cannot agree on the 120th day following selection of a partner at such an independent accounting firm to act as Arbiter, the date parties shall request the American Arbitration Association to appoint such Post-Closing Statement is received by Oryx Holdingsa partner, unless prior to and such date Oryx Holdings delivers, in good faith, a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall set forth in reasonable detail all of Oryx Holdings’s disputed items and the reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Oryx Holdings proposes such changes. Oryx Holdings appointment shall be deemed to have agreed with all items conclusive and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP shall use their good-faith efforts to reach agreement binding on the disputed itemsparties. If Oryx Holdings and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt Promptly, but no later than 20 days after its acceptance of a notice of disagreement from Oryx Holdings (such periodhis or her appointment as Arbiter, the “Resolution Period”), then the total amount of the unresolved disputed items set forth in the notice of disagreement (the “Disputed Amount”) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time after the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants Arbiter shall determine, based solely on presentations by the Shareholders' Representative and Buyer, and not by independent review, only those issues in consultation with Oryx Holdings dispute and PPLPshall render a report as to the dispute and the resulting computation of the Net Asset Amount and the Consideration Adjustment, if any, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in the City of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of Section 1.6 and Schedule 1.6 and (y) may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees fees, costs and expenses of the Independent Accountants Arbiter (i) shall be borne 50% by Oryx Holdings and 50% Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by the Plains Parents. In no event shall the Disputed Amount, Buyer (as finally determined by the Independent Accountants, be more favorable Arbiter) bears to the Plains Parents than reflected on aggregate dollar amount of such disputed items so submitted and (ii) shall be borne by the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown Selling Shareholders in the proposed proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Buyer (as finally determined by the Arbiter) bears to the aggregate dollar amount of such disputed items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes delivered by Oryx Holdings pursuant to its notice of disagreementthe Net Asset Statement shall be made hereunder only for items as to which Buyer has taken exception as provided herein.

Dispute Procedures. A Post-Closing The Final Settlement Statement shall become final and binding on the Parties on the 120th 45th day following the date such Post-Closing the Final Settlement Statement is received by Oryx Holdingsthe Recipient Parties, unless prior to such date Oryx Holdings delivers, in good faith, a the Recipient Parties deliver written notice to PPLP the Contributing Parties of its disagreementtheir disagreement with the Final Settlement Statement (a “Settlement Notice”). Oryx Holdings’s notice Any Settlement Notice shall set forth in reasonable detail all of Oryx Holdings’s disputed items and the reasons therefor, together with Oryx Holdings’s Recipient Parties’ proposed changes theretoto the Final Settlement Statement, including an explanation in reasonable detail of the basis on which Oryx Holdings proposes the Recipient Parties propose such changes. Oryx Holdings shall be deemed to If the Recipient Parties have agreed with all items timely delivered a Settlement Notice, the Recipient Parties and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP Contributing Parties shall use their good-good faith efforts to reach written agreement on the disputed items. If Oryx Holdings and PPLP have not resolved the disputed items have not been resolved by the 60th Recipient Parties and the Contributing Parties by the 30th day following PPLP’s the Contributing Parties’ receipt of a notice of disagreement from Oryx Holdings (such periodSettlement Notice, the “Resolution Period”), then the total amount of the unresolved any remaining disputed items set forth in shall be submitted to one of Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP or PricewaterhouseCoopers LLP, as mutually agreed upon by the notice of disagreement parties (the “Disputed AmountIndependent Accountants”) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time within ten Business Days after the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLPforegoing 30-day period. The fees and expenses of the Independent Accountants shall be borne 50% by Oryx Holdings the Contributing Parties and 50% by the Plains ParentsRecipient Parties. In no event The Independent Accountants’ determination of the disputed items shall be final and binding upon the Disputed AmountParties, and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Final Settlement Statement, as determined by modified to reflect disputes resolved as described above, shall become the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementFinal Settlement Statement.

Dispute Procedures. A Post-Closing (i) As soon as practicable within ninety (90) days after the end of applicable Earnout Year, Buyers shall prepare and deliver to the Sellers’ Representative a statement of EBT for such Earnout Year (the “Statement of Income”). (ii) The Sellers’ Representative shall have a period commencing upon delivery of the Statement of Income by Buyers and expiring thirty (30) days after such delivery date to review the Statement of Income. During such period, Buyers shall permit the Sellers’ Representative, during normal business hours, to have reasonable access to, and to examine, work papers and schedules that are or were reasonably necessary to prepare and/or review the Statement of Income; provided that the Sellers’ Representative shall have entered into confidentiality arrangements in form and substance reasonably satisfactory to Buyers. In the event the Sellers’ Representative disputes any determination contained in the Statement of Income, the Sellers’ Representative shall, within thirty (30) days after delivery of the Statement of Income, deliver a notice to Buyers (the “Earnout Dispute Notice”), setting forth in reasonable detail the component or components that are in dispute and the basis of such dispute. If the Sellers’ Representative fails to deliver an Earnout Dispute Notice to Buyers within thirty (30) days after Buyers’ delivery of the Statement of Income, then the Sellers’ Representative shall be bound by the calculations contained in the Statement of Income, and the Statement of Income shall be deemed to be the Final Statement of Income (as defined below) for the applicable Earnout Year, and any required payments shall be made pursuant to subsection (a) above based on such Final Statement of Income for the Earnout Period. If the Sellers’ Representative delivers the Earnout Dispute Notice within such thirty (30) day period, then the Sellers’ Representative and Buyers will negotiate in good faith (with the assistance of their respective independent accountants and counsel, if desired) to resolve any such dispute within fifteen (15) days after receipt by Buyers of the Earnout Dispute Notice. If Buyers and the Sellers’ Representative fail to resolve any such dispute within fifteen (15) days after receipt by Buyers of the Earnout Dispute Notice, they shall submit the dispute to an Accounting Expert (the “Reviewing Accountant”) to review the Statement of Income. Buyers and the Sellers’ Representative shall make available to the Reviewing Accountant all work papers and all other information and material in their possession relating to the matters in the Earnout Dispute Notice. The Reviewing Accountant shall be instructed to use its reasonable best efforts to deliver its determination as promptly as practicable after such submission of the dispute to the Reviewing Accountant. The Reviewing Accountant shall base its determination solely on written submissions by Buyers and the Sellers’ Representative and not on an independent review. In no event shall the EBT as determined by the Reviewing Accountant be less than Buyers’ calculation of EBT set forth in the Statement of Income nor more than the Sellers’ Representative’s calculation of EBT set forth in the Earnout Dispute Notice and the Reviewing Accountant shall make adjustment (if any) only with respect to the items and amounts disputed by Buyers or Sellers’ Representatives (as applicable). The Parties hereby expressly agree that the determination of the Reviewing Accountant shall be final and binding on the parties (absent fraud or manifest bad faith by the Reviewing Accountant). The Statement of Income, as determined by Buyers (if not disputed), or as modified (if at all) by agreement of Buyers and the Sellers’ Representative or by decision of the Reviewing Accountant, shall be referred to herein as the “Final Statement of Income” for the applicable Earnout Year. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determinations contained in the Final Statement of Income. The costs, expenses and fees of the Reviewing Accountant shall be borne by the Sellers’ Representative, on the one hand, and Buyers, on the other hand, based on the percentage which the portion of the contested amount not awarded to such party bears to the amount actually contested by such party. (iii) Within fifteen (15) days after the Final Statement of Income has become final and binding on the Parties parties pursuant to this subsection 1.6(b), the Earnout Consideration, if any, payable in accordance with subsection 1.6(a) above will be immediately due and payable by Buyers to the Sellers’ Representative, on the 120th day following the date such Post-Closing Statement is received by Oryx Holdings, unless prior to such date Oryx Holdings delivers, in good faith, a written notice to PPLP of its disagreement. Oryx Holdings’s notice shall set forth in reasonable detail all of Oryx Holdings’s disputed items and the reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation in reasonable detail behalf of the basis on which Oryx Holdings proposes such changes. Oryx Holdings shall be deemed to have agreed with all items and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP shall use their good-faith efforts to reach agreement on the disputed items. If Oryx Holdings and PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings (such period, the “Resolution Period”), then the total amount of the unresolved disputed items set forth in the notice of disagreement (the “Disputed Amount”) may be submitted by Oryx Holdings or PPLP to the Independent Accountants for resolution at any time after the end of the Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of their engagement, or such other, longer period that the Independent Accountants shall determine, in consultation with Oryx Holdings and PPLP. The fees and expenses of the Independent Accountants shall be borne 50% by Oryx Holdings and 50% by the Plains Parents. In no event shall the Disputed Amount, as determined by the Independent Accountants, be more favorable to the Plains Parents than reflected on the Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the proposed changes delivered by Oryx Holdings pursuant to its notice of disagreementPartners.