Common use of Dispute Resolution and Arbitration Clause in Contracts

Dispute Resolution and Arbitration. (a) Should a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute by negotiations between the Parties prior to the initiation of binding arbitration in accordance with Section 6.22(b). The Parties shall meet at a mutually acceptable time and place within fifteen (15) days after written notice by any Party to any other Party seeking resolution of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the dispute. All negotiations and communications pursuant to this Section 6.22(a) shall be treated and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b). (b) Any disputes hereunder, including the inability of the Parties to agree to an adjustment to the Services Reimbursements pursuant to the provisions of Section 3.1, must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 will control the rights and obligations of the Parties. Arbitration must be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

Dispute Resolution and Arbitration. (a) Should a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute by negotiations between the Parties prior to the initiation of binding arbitration in accordance with Section 6.22(b6.19(b). The Parties shall meet at a mutually acceptable time and place within fifteen (15) days after written notice by any Party to any other Party seeking resolution of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the dispute. All negotiations and communications pursuant to this Section 6.22(a6.19(a) shall be treated and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Conflicts Committee of the Board of Directors of the General Partner MLP GP before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b6.19(b). (b) Any disputes hereunder, including the inability of the Parties to agree to an adjustment to the Services Reimbursements pursuant to the provisions of Section 3.1, must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 6.19 will control the rights and obligations of the Parties. Arbitration must be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a party (“Claimant”) serving written notice on another the other party (“Respondent”) that the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) who have never been officers, directors or employees of any of the Partnership Entities Entities, Company or Anadarko Entities its Affiliates and (cb) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

Dispute Resolution and Arbitration. (a) Should a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute by negotiations between the Parties prior to the initiation of binding arbitration in accordance with Section 6.22(b7.20(b). The Parties shall meet at a mutually acceptable time and place within fifteen (15) 15 days after written notice by any Party to any other Party seeking resolution of a dispute under this Section 6.22(a7.20(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the dispute. All negotiations and communications pursuant to this Section 6.22(a7.20(a) shall be treated and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b7.20(b). (b) Any disputes hereunder, including the inability of the Parties to agree to an adjustment to the Services Reimbursements invoices payable pursuant to the provisions of Section 3.1Sections 2.2, 3.3 and 4.4, must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 7.20 will control the rights and obligations of the Parties. Arbitration must be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors directors, managers or employees of any of the Partnership Company Entities or Anadarko the MWE Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort WorthHouston, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

Dispute Resolution and Arbitration. In the event that any dispute arises among the parties pertaining to the subject matter of this Agreement, and the parties, through the senior management of FSAC and the Shareholders’ Representative, are unable to resolve such dispute within a reasonable time through negotiations and mediation efforts, such dispute shall be resolved as set forth in this Section 11.11. (a) Should The procedures of this Section 11.11 may be initiated by a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute written notice (“Dispute Notice”) given by negotiations between the Parties prior one party (“Claimant”) to the initiation of binding arbitration in accordance with Section 6.22(bother, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution as described (unless any party would be materially prejudiced by such delay). The Parties Dispute Notice shall meet at be accompanied by (i) a mutually acceptable time statement of the Claimant describing the dispute in reasonable detail and place within fifteen (15ii) documentation, if any, supporting the Claimant’s position on the dispute. Within twenty (20) days after written notice by any Party the other party’s (“Respondent”) receipt of the Dispute Notice and accompanying materials, the parties shall submit the dispute to any other Party seeking resolution mediation in the Washington, D.C. area under the rules of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the disputeAmerican Arbitration Association. All negotiations and communications mediation procedures pursuant to this Section 6.22(aparagraph (a) shall be treated confidential and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must and shall not be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, admissible in any arbitration or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)other proceeding. (b) Any disputes hereunder, including If the inability dispute is not resolved as provided in paragraph (a) within sixty (60) days after the Respondent’s receipt of the Parties Dispute Notice, the dispute shall be resolved by binding arbitration. Within the sixty-day period referred to in the immediately preceding sentence, the parties shall agree on a single arbitrator to resolve the dispute. If the parties fail to agree on the designation of an arbitrator within said sixty-day period, the American Arbitration Association in the Washington, D.C. area shall be requested to an adjustment designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the Services Reimbursements pursuant to arbitrator’s duties, the provisions of arbitrator’s successor shall be appointed in the same manner as the arbitrator was appointed. (c) Except as otherwise provided in this Section 3.111.11, must the arbitration shall be resolved through the use of binding arbitration using three arbitrators, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions which shall be governed by the Federal Arbitration Act (Title 9 of the United States Code). If there Arbitration Act. (d) Any resolution reached through mediation and any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, incidental, consequential or punitive damages; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in court in accordance with the United States Arbitration Act. (e) Arbitration shall not be deemed a waiver of any inconsistency between right of termination under this Section Agreement, and the Commercial Arbitration Rules arbitrator is not empowered to act or the Federal Arbitration Act, the terms of this Section 6.22 will control make any award other than based solely on the rights and obligations of the Parties. Arbitration must parties prior to termination in accordance with this Agreement. (f) The arbitrator may not limit, expand, or otherwise modify the terms of this Agreement. (g) The laws of the Commonwealth of Virginia shall apply to any mediation, arbitration, or litigation arising under this Agreement. (h) Each party shall bear its own expenses incurred in any mediation, arbitration or litigation, but any expenses related to the compensation and the costs of any mediator or arbitrator shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed borne equally by the applicable statute of limitations. Arbitration may be initiated parties to the dispute. (i) A request by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute court for interim measures necessary to binding arbitration. Claimantpreserve a party’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent rights and remedies for resolution pursuant to this Section 11.11 shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select not be deemed a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses waiver of the arbitrator named by obligation to mediate or for itof the agreement to arbitrate. (j) The parties, their representatives, other participants and the Respondent will pay mediator or arbitrator shall hold the compensation existence, content and expenses result of the arbitrator named by mediation or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved arbitration in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kindconfidence.

Dispute Resolution and Arbitration. In the event that any dispute arises among the parties pertaining to the subject matter of this Agreement, and the parties, through the senior management of ICF and the Shareholder’s Representative, are unable to resolve such dispute within a reasonable time through negotiations and mediation efforts, such dispute shall be resolved as set forth in this Section 11.11. (a) Should The procedures of this Section 11.11 may be initiated by a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute written notice (“Dispute Notice”) given by negotiations between the Parties prior one party (“Claimant”) to the initiation of binding arbitration in accordance with Section 6.22(bother, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution as described (unless any party would be materially prejudiced by such delay). The Parties Dispute Notice shall meet at be accompanied by (i) a mutually acceptable time statement of the Claimant describing the dispute in reasonable detail and place within fifteen (15ii) documentation, if any, supporting the Claimant’s position on the dispute. Within twenty (20) days after written notice by any Party the other party’s (“Respondent”) receipt of the Dispute Notice and accompanying materials, the parties shall submit the dispute to any other Party seeking resolution mediation in the Washington, D.C. area under the rules of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the disputeAmerican Arbitration Association. All negotiations and communications mediation procedures pursuant to this Section 6.22(aparagraph (a) shall be treated confidential and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must and shall not be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, admissible in any arbitration or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)other proceeding. (b) Any disputes hereunder, including If the inability dispute is not resolved as provided in paragraph (a) within sixty (60) days after the Respondent’s receipt of the Parties Dispute Notice, the dispute shall be resolved by binding arbitration. Within the sixty-day period referred to in the immediately preceding sentence, the parties shall agree on a single arbitrator to resolve the dispute. If the parties fail to agree on the designation of an arbitrator within said sixty-day period, the American Arbitration Association in the Washington, D.C. area shall be requested to an adjustment designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the Services Reimbursements pursuant to arbitrator’s duties, the provisions of arbitrator’s successor shall be appointed in the same manner as the arbitrator was appointed. (c) Except as otherwise provided in this Section 3.111.11, must the arbitration shall be resolved through the use of binding arbitration using three arbitrators, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions which shall be governed by the Federal Arbitration Act (Title 9 of the United States Code). If there Arbitration Act. (d) Any resolution reached through mediation and any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, incidental, consequential or punitive damages; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in court in accordance with the United States Arbitration Act. (e) Arbitration shall not be deemed a waiver of any inconsistency between right of termination under this Section Agreement, and the Commercial Arbitration Rules arbitrator is not empowered to act or the Federal Arbitration Act, the terms of this Section 6.22 will control make any award other than based solely on the rights and obligations of the Parties. Arbitration must parties prior to termination in accordance with this Agreement. (f) The arbitrator may not limit, expand, or otherwise modify the terms of this Agreement. (g) The laws of the Commonwealth of Virginia shall apply to any mediation, arbitration, or litigation arising under this Agreement. (h) Each party shall bear its own expenses incurred in any mediation, arbitration or litigation, but any expenses related to the compensation and the costs of any mediator or arbitrator shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed borne equally by the applicable statute of limitations. Arbitration may be initiated parties to the dispute. (i) A request by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute court for interim measures necessary to binding arbitration. Claimantpreserve a party’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent rights and remedies for resolution pursuant to this Section 11.11 shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select not be deemed a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses waiver of the arbitrator named by obligation to mediate or for itof the agreement to arbitrate. (j) The parties, their representatives, other participants and the Respondent will pay mediator or arbitrator shall hold the compensation existence, content and expenses result of the arbitrator named by mediation or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved arbitration in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kindconfidence.

Dispute Resolution and Arbitration. (a) Should a 11.1 In the event that any dispute arise between arises among the Partiesparties pertaining to the subject matter of this Agreement, and the Parties shall promptly seek parties, through Align-Rite's senior management and Xxxxxx' senior management are unable to amicably resolve any such dispute within a reasonable time through negotiations and mediation efforts by negotiations between the Parties prior senior executives of both parties, such dispute shall be resolved as set forth in this Article. 11.1.1 The following procedures may be initiated by written notice ("Dispute Notice") given by one party ("Claimant") to the initiation of binding arbitration in accordance with Section 6.22(b)other, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution as described above. The Parties Dispute Notice shall meet at be accompanied by (i) a mutually acceptable time statement of the Claimant describing the dispute in reasonable detail and place within fifteen (15ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after written notice by any Party the other party's ("Respondent") receipt of the Dispute Notice and accompanying materials, the parties shall submit the dispute to any other Party seeking resolution mediation in the Orlando, Florida area under the rules of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the disputeAmerican Arbitration Association. All negotiations and communications mediation procedures pursuant to this Section 6.22(a) paragraph 11.1.1 shall be treated confidential and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes and shall not be admissible in any arbitration or other proceeding. 11.1.2 If the dispute is not resolved as provided in Section 11.1.1 within sixty (60) days after the Respondent's receipt of the Federal Rules of EvidenceDispute Notice, the dispute shall be resolved by binding arbitration. Any proposed resolution of Within the sixty-day period referred to in the immediately preceding sentence, the parties shall agree on a dispute under this Agreement must be approved on behalf of single arbitrator to resolve the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalizeddispute. If the matter parties fail to agree on the designation of an arbitrator within said sixty-day period, the American Arbitration Association in the Orlando, Florida area shall be requested to designate the single arbitrator. If the arbitrator becomes disabled, resigns or is not resolved within 30 days after otherwise unable to discharge the initial meeting of arbitrator's duties, the Parties, or such longer period arbitrator's successor shall be appointed in the same manner as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)the arbitrator was appointed. (b) Any disputes hereunder11.1.3 Except as otherwise provided in this Article, including the inability of the Parties to agree to an adjustment to the Services Reimbursements pursuant to the provisions of Section 3.1, must arbitration shall be resolved through the use of binding arbitration using three arbitrators, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions which shall be governed by the Federal Arbitration Act (Title 9 of the United States Code). If there Arbitration Act. 11.1.4 Any resolution reached through mediation and any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, incidental, consequential or punitive damages; (iv) may in appropriate circumstances include injunctive relief and (v) may be entered in court in accordance with the United States Arbitration Act. 11.1.5 Arbitration shall not be deemed a waiver of any inconsistency between right of termination under this Section Agreement, and the Commercial Arbitration Rules arbitrator is not empowered to act or the Federal Arbitration Act, the terms of this Section 6.22 will control make any award other than based solely on the rights and obligations of the Parties. Arbitration must parties prior to termination in accordance with this Agreement. 11.1.6 The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. 11.1.7 The laws of the State of Florida shall apply to any mediation, arbitration, or litigation arising under this Agreement. 11.1.8 Each party shall bear its own expenses incurred in any mediation, arbitration or litigation, but any expenses related to the compensation and the costs of any mediator or arbitrator shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed borne equally by the applicable statute of limitations. Arbitration may be initiated parties to the dispute. 11.1.9 A request by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute court for interim measures necessary to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent preserve a party's rights and remedies for resolution pursuant to this Article shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select not be deemed a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses waiver of the arbitrator named by obligation to mediate or for itof the agreement to arbitrate. 11.1.10 The parties, their representatives, other participants and the Respondent will pay mediator or arbitrator shall hold the compensation existence, content and expenses result of the arbitrator named by mediation or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved arbitration in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kindconfidence.

Dispute Resolution and Arbitration. In the event that any dispute arises between the parties pertaining to the subject matter of this Agreement, and the parties, through the senior management of ICF and the Shareholders’ Representative, are unable to resolve such dispute within a reasonable time through negotiations and mediation efforts, such dispute shall be resolved as set forth in this Section 9.11. (a) Should The procedures of this Section 9.11 may be initiated by a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute written notice (“Dispute Notice”) given by negotiations between the Parties prior one party (“Claimant”) to the initiation of binding arbitration in accordance with Section 6.22(bother, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution as described (unless any party would be materially prejudiced by such delay). The Parties Dispute Notice shall meet at be accompanied by (i) a mutually acceptable time statement of the Claimant describing the dispute in reasonable detail and place within fifteen (15ii) documentation, if any, supporting the Claimant’s position on the dispute. Within twenty (20) days after written notice by any Party the other party’s (“Respondent”) receipt of the Dispute Notice and accompanying materials, the parties shall submit the dispute to any other Party seeking resolution mediation in the Washington, D.C. area under the rules of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the disputeAmerican Arbitration Association. All negotiations and communications mediation procedures pursuant to this Section 6.22(aparagraph (a) shall be treated confidential and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must and shall not be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, admissible in any arbitration or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)other proceeding. (b) Any disputes hereunder, including If the inability dispute is not resolved as provided in paragraph (a) within sixty (60) days after the Respondent’s receipt of the Parties Dispute Notice, the dispute shall be resolved by binding arbitration. Within the sixty-day period referred to in the immediately preceding sentence, the parties shall agree on a single arbitrator to resolve the dispute. If the parties fail to agree on the designation of an arbitrator within said sixty-day period, the American Arbitration Association in the Washington, D.C. area shall be requested to an adjustment designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the Services Reimbursements pursuant arbitrator’s duties, the arbitrator’s successor shall be appointed in the same manner as the arbitrator was appointed unless the parties originally agreed on the arbitrator who becomes unable to discharge his duties and they can not agree on a successor within thirty (30) days in which case, the provisions of American Arbitration Association in the Washington, D.C. area shall be requested to designate a successor arbitrator. (c) Except as otherwise provided in this Section 3.19.11, must the arbitration shall be resolved through the use of binding arbitration using three arbitrators, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions which shall be governed by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act. (d) Any resolution reached through mediation and any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the terms scope of this Section 6.22 will control the rights Agreement; (iii) may not include special, incidental, consequential or punitive damages; (iv) may in appropriate circumstances include injunctive relief; and obligations of the Parties. Arbitration must be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. Arbitration (v) may be initiated by a party (“Claimant”) serving written notice on another party (“Respondent”) that entered in court in accordance with the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal United States Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

Dispute Resolution and Arbitration. In the event that any dispute arises among the parties pertaining to the subject matter of this Agreement, and the parties, through the Buyer's senior management and the Seller's senior management, are unable to resolve such dispute within a reasonable time through negotiations and mediation efforts by senior executives of both parties, such dispute shall be resolved as set forth in this Section 11.19 (a) Should The procedures of this Section 11.19 may be initiated by a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute written notice ("DISPUTE NOTICE") given by negotiations between the Parties prior one party ("CLAIMANT") to the initiation of binding arbitration in accordance with Section 6.22(b)other, but not before 30 days have passed during which the parties have been unable to reach a resolution as described above. The Parties Dispute Notice shall meet at be accompanied by (i) a mutually acceptable time statement of the Claimant describing the dispute in reasonable detail and place within fifteen (15ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after written notice by any Party the other party's ("RESPONDENT") receipt of the Dispute Notice and accompanying materials, the parties shall submit the dispute to any other Party seeking resolution mediation in the Orlando, Florida area under the rules of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the disputeAmerican Arbitration Association. All negotiations and communications mediation procedures pursuant to this Section 6.22(aparagraph (a) shall be treated confidential and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must and shall not be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, admissible in any arbitration or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)other proceeding. (b) Any disputes hereunder, including If the inability dispute is not resolved as provided in paragraph (a) within sixty (60) days after the Respondent's receipt of the Parties Dispute Notice, the dispute shall be resolved by binding arbitration. Within the sixty-day period referred to in the immediately preceding sentence, the parties shall agree on a single arbitrator to resolve the dispute. If the parties fail to agree on the designation of an arbitrator within said sixty-day period, the American Arbitration Association in the Orlando, Florida area shall be requested to an adjustment designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the Services Reimbursements pursuant to arbitrator's duties, the provisions of arbitrator's successor shall be appointed in the same manner as the arbitrator was appointed. (c) Except as otherwise provided in this Section 3.111.19, must the arbitration shall be resolved through the use of binding arbitration using three arbitrators, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions which shall be governed by the Federal Arbitration Act (Title 9 of the United States Code). If there Arbitration Act. (d) Any resolution reached through mediation and any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, incidental, consequential or punitive damages; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in court in accordance with the United States Arbitration Act. (e) Arbitration shall not be deemed a waiver of any inconsistency between right of termination under this Section Agreement, and the Commercial Arbitration Rules arbitrator is not empowered to act or the Federal Arbitration Act, the terms of this Section 6.22 will control make any award other than based solely on the rights and obligations of the Parties. Arbitration must parties prior to termination in accordance with this Agreement. (f) The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. (g) The laws of the State of Florida shall apply to any mediation, arbitration, or litigation arising under this Agreement. (h) Each party shall bear its own expenses incurred in any mediation, arbitration or litigation, but any expenses related to the compensation and the costs of any mediator or arbitrator shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed borne equally by the applicable statute of limitations. Arbitration may be initiated parties to the dispute. (i) A request by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute court for interim measures necessary to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent preserve a party's rights and remedies for resolution pursuant to this Section 11.19 shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select not be deemed a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses waiver of the arbitrator named by obligation to mediate or for itof the agreement to arbitrate. (j) The parties, their representatives, other participants and the Respondent will pay mediator or arbitrator shall hold the compensation existence, content and expenses result of the arbitrator named by mediation or for itarbitration in confidence. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.57

Dispute Resolution and Arbitration. In the event that any dispute arises between the parties pertaining to the subject matter of this Agreement, and the parties, through the senior management of Buyer and ICF, are unable to resolve such dispute within a reasonable time through negotiations and mediation efforts by senior executives of both parties (which shall include the active involvement of the chief financial officers of Buyer and ICF), such dispute shall be resolved as set forth in this Section 13.9. (a) Should The procedures of this Section 13.9 may be initiated by a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute written notice ("Dispute Notice") given by negotiations between the Parties prior one party ("Claimant") to the initiation of binding arbitration in accordance with Section 6.22(b)other, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution as described above. The Parties Dispute Notice shall meet at be accompanied by (i) a mutually acceptable time statement of the Claimant describing the dispute in reasonable detail and place within fifteen (15ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after written notice by any Party the other party's ("Respondent") receipt of the Dispute Notice and accompanying materials, the parties shall submit the dispute to any other Party seeking resolution mediation in the Washington, D.C. area under the rules of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the disputeAmerican Arbitration Association. All negotiations and communications mediation procedures pursuant to this Section 6.22(aparagraph (a) shall be treated confidential and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must and shall not be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, admissible in any arbitration or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)other proceeding. (b) Any disputes hereunder, including If the inability dispute is not resolved as provided in paragraph (a) within sixty (60) days after the Respondent's receipt of the Parties Dispute Notice, the dispute shall be resolved by binding arbitration. Within the sixty-day period referred to in the immediately preceding sentence, the parties shall agree on a single arbitrator to resolve the dispute. If the parties fail to agree on the designation of an arbitrator within said sixty-day period, the American Arbitration Association in the Washington, D.C. area shall be requested to an adjustment designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the Services Reimbursements pursuant to arbitrator's duties, the provisions of arbitrator's successor shall be appointed in the same manner as the arbitrator was appointed. (c) Except as otherwise provided in this Section 3.113.9, must the arbitration shall be resolved through the use of binding arbitration using three arbitrators, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions which shall be governed by the Federal Arbitration Act (Title 9 of the United States Code). If there Arbitration Act. (d) Any resolution reached through mediation and any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, incidental, consequential or punitive damages; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in court in accordance with the United States Arbitration Act. (e) Arbitration shall not be deemed a waiver of any inconsistency between right of termination under this Section Agreement, and the Commercial Arbitration Rules arbitrator is not empowered to act or the Federal Arbitration Act, the terms of this Section 6.22 will control make any award other than based solely on the rights and obligations of the Parties. Arbitration must parties prior to termination in accordance with this Agreement. (f) The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. (g) The laws of the Commonwealth of Virginia shall apply to any mediation, arbitration, or litigation arising under this Agreement. (h) Each party shall bear its own expenses incurred in any mediation, arbitration or litigation, but any expenses related to the compensation and the costs of any mediator or arbitrator shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed borne equally by the applicable statute of limitations. Arbitration may be initiated parties to the dispute. (i) A request by a party to a court for interim measures necessary to preserve a party's rights and remedies for resolution pursuant to this Section 13.9 shall not be deemed a waiver of the obligation to mediate or of the agreement to arbitrate. (“Claimant”j) serving written notice on another party The parties, their representatives, other participants and the mediator or arbitrator shall hold the existence, content and result of mediation or arbitration in confidence. (“Respondent”k) that Notwithstanding the Claimant elects foregoing, this Section 13.9 shall not apply to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition disputes with respect to the American Arbitration Association allocation for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by Income Tax purposes pursuant to Sections 3.3(b) or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind8.

Dispute Resolution and Arbitration. Unless this Agreement specifically requires the Parties to arbitrate a specific matter hereunder, the Parties have all of the rights that they would have under law and equity with respect to any dispute hereunder. If this Agreement specifically requires arbitration, the following provisions shall apply to any arbitration conducted pursuant to this Agreement: (a) Should a dispute arise between the PartiesWithin ten (10) days after written demand by either Party for arbitration, the Parties shall promptly seek select a single, independent arbitrator as described in Section 4.3 with respect to amicably resolve any such dispute by negotiations between the Parties prior Title Disputed Matter, and Section 13.1(b) with respect to the initiation of binding arbitration in accordance with Section 6.22(b)Final Settlement Statement. The Parties shall meet at a mutually acceptable time and place within fifteen (15) days after written notice by any Party As to any other Party seeking resolution of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the dispute. All negotiations and communications disputes involving Title Disputed Matters pursuant to this Section 6.22(a) 4.3, the list of arbitrators shall be treated qualified by education, knowledge and maintained by experience with title defects affecting the Parties as confidential information types of properties which are subject to the disputed Title Defect and shall be treated as compromise have a minimum of ten years experience with such types of defects and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalizedproperties. If the matter is Parties cannot resolved within 30 days after agree on the initial meeting selection of such arbitrator, then the Parties, or such longer period as may arbitrator shall be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b)selected from the list by the Judicial Arbiter Group. (b) Any disputes hereunder, including The arbitration shall be governed by Texas law but the inability specific procedure to be followed shall be determined by the arbitrator. It is the intent of the Parties to agree to an adjustment that the arbitration be conducted as efficiently and inexpensively as possible, with only limited discovery as determined by the arbitrator without regard to the Services Reimbursements pursuant discovery permitted under the Texas or Federal Rules of Civil Procedure. (c) The arbitration proceeding shall be held in Houston, Texas , and a hearing shall be held no later than sixty (60) days after submission of the matter to arbitration, and a written decision shall be rendered by the provisions arbitrators within thirty (30) days of Section 3.1the hearing. (d) At the hearing, must the Parties shall present such evidence and witnesses as they may choose, with or without counsel. Adherence to formal rules of evidence shall not be resolved through required but the use of binding arbitration using three arbitratorsarbitrator shall consider any evidence and testimony that he or she determines to be relevant, in accordance with procedures that it determines to be appropriate. (e) Any award entered in the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 will control the rights and obligations of the Parties. Arbitration must arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. Arbitration may be initiated made by a party written opinion stating the reasons and basis for the award made. (“Claimant”f) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs incurred in employing the arbitrators, including the arbitrators’ retention of petitioning for the appointment of an arbitrator, if anyany independent qualified experts, shall be paid borne 50% by Respondent. the Seller and 50% by Buyer. (g) The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the ’s award may be made filed in any court of competent jurisdiction and may be enforced by any Party as promptly as possible. Except as provided in the Federal Arbitration Act, the decision a final judgment of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kindsuch court.

Dispute Resolution and Arbitration. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the term of this Agreement that relate to any Party’s rights or obligations hereunder. In the event of the occurrence of any dispute arising out of or relating to this Agreement (other than an "Excluded Claim" as such term is defined below), either Party may, by written notice to the other, have such dispute referred to its respective officer designated below or their successors, for attempted resolution by good faith negotiations within sixty (60) days after such notice is received. If either Party desires to pursue arbitration under paragraph (c) below to resolve any such dispute, a referral to such executives under this paragraph (a) Should shall be a dispute arise between the Partiesmandatory condition precedent. Said designated officers are as follows: For NEUROGEN: Chief Executive Officer For MSD: President of MERCK, the Parties shall promptly seek to amicably resolve any such dispute by negotiations between the Parties prior to the initiation of binding arbitration in accordance with Section 6.22(b). The Parties shall meet at a mutually acceptable time and place within fifteen (15) days after written notice by any Party to any other Party seeking resolution of a dispute under this Section 6.22(a) and thereafter as often as Research & Development If they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt are unable to resolve the dispute. All negotiations and communications pursuant to this Section 6.22(adispute by executive mediation within such sixty (60) day period, then the dispute shall be treated and maintained finally settled by the Parties binding arbitration as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalizedprovided below. If the matter is Parties do not fully settle, and a Party wishes to pursue the matter, each such dispute shall be finally resolved within 30 days after the initial meeting of the Parties, or such longer period as may be mutually agreed upon, either Party may initiate by arbitration in accordance with Section 6.22(b). (b) Any disputes hereunder, including the inability of the Parties to agree to an adjustment to the Services Reimbursements pursuant to the provisions of Section 3.1, must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAssociation ("AAA") then pertaining, except where those rules conflict with this provision, in which case this provision controls. (i) The Parties hereby consent to the jurisdiction of the Federal District Court for the Southern District of New York for the enforcement of these provisions and the entry of judgment on any award rendered under this Section 11.9. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. (ii) The arbitration shall be conducted by a panel of three neutral persons as supplemented follows: within 30 days after initiation of arbitration, each Party shall select one person experienced in the pharmaceutical business to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator, who shall be an attorney or retired judge experienced in business matters, within 30 days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the AAA. (iii) The arbitration shall be held in New York City and the arbitrators shall apply the substantive law of New York, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. (iv) Within thirty (30) days of initiation of arbitration, the Parties shall reach agreement upon and thereafter follow procedures seeking to assure that the arbitration will be concluded and the award rendered within six (6) months from selection of the arbitrators. Failing such agreement, the AAA will design and the Parties will follow such procedures. (v) Each Party has the right before or during the arbitration to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. (vi) THE ARBITRATORS SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES EXCLUDED UNDER SECTION 11.1. (vii) Except to the extent necessary to determine any procedural appeal questions confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the Federal Arbitration Act existence, content, or results of an arbitration without the prior written consent of both Parties. (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 will control the rights and obligations of the Parties. Arbitration must viii) In no event shall an arbitration be initiated within after the applicable time limits set forth in this Agreement and not thereafter date when commencement of a legal or if no time limit is givenequitable proceeding based on the dispute, within the time period allowed controversy or claim would be barred by the applicable New York statute of limitations. Arbitration . (ix) The Parties agree that, in the event of a dispute over the nature or quality of performance under this Agreement, neither Party may be initiated by a party (“Claimant”) serving written notice on another party (“Respondent”) that terminate the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses Agreement until final resolution of the arbitrator named by dispute through arbitration or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitratorother judicial determination. The Parties and the arbitrators should proceed diligently and in good faith in order further agree that the award may be any payments made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision pursuant to this Agreement pending resolution of the arbitrators will dispute shall be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant refunded if an arbitrator or award indirect, consequential, punitive or exemplary damages of any kindcourt determines that such payments are not due.

Dispute Resolution and Arbitration. (aA) Should a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute by negotiations between the Parties prior to the initiation of binding arbitration in accordance with Section 6.22(b). The Parties shall meet at a mutually acceptable time and place within fifteen (15) days after written notice by any Party to any other Party seeking resolution of a dispute under this Section 6.22(a) and thereafter as often as they reasonably determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the dispute. All negotiations and communications pursuant to this Section 6.22(a) shall be treated and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b). (bB) Any disputes hereunder, including the inability of the Parties to agree to an adjustment to the Services Reimbursements pursuant to the provisions of Section 3.1, must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 will control the rights and obligations of the Parties. Arbitration must be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years experience in the energy industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

Dispute Resolution and Arbitration. (a) A. Should a dispute arise between the Parties, the Parties shall promptly seek to amicably resolve any such dispute by negotiations between the Parties prior to the initiation of binding arbitration in accordance with Section 6.22(b8.22(b). The Parties shall meet at a mutually acceptable time and place within fifteen (15) days after written notice by any Party to any other Party seeking resolution of a dispute under this Section 6.22(a8.22(a) and thereafter as often as they reasonably mutually determine to be necessary or appropriate to exchange relevant information and to attempt to resolve the dispute. . B. All negotiations and communications pursuant to this Section 6.22(a8.22(a) shall be treated and maintained by the Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. In addition, any and all documents generated as a result of the arbitration proceedings, including but not limited to hearing transcripts, depositions, opinions, rulings awards, or judgments shall be treated as confidential and may not be shared with any third party, absent an order from a court of competent jurisdiction. C. Any proposed resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the Special Committee of the Board of Directors of the General Partner before it is finalized. If the matter is not resolved within 30 days after the initial meeting of the Parties, or such longer period as may be mutually agreed upon, either Party may initiate arbitration in accordance with Section 6.22(b8.22(b). (b) D. Any and all disputes hereunderarising from or relating to the Agreement, including the inability of the Parties to agree to an adjustment to the Secondment Fee or Services Reimbursements Fee pursuant to the provisions of Section 3.13.1 or 5.4, must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 6.22 8.22 will control the rights and obligations of the Parties. . E. Arbitration must be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations. . F. Arbitration may be initiated by a party (“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition to the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. . G. All arbitrators must (a) be neutral parties with no prior relationships to any participants, parties, attorneys or law firms involved in the proceedings, (b) have never been officers, directors or employees of any of the Partnership Entities or Anadarko Entities and (c) have not less than seven years of experience in the energy industry. . H. The hearing will be conducted in Fort WorthHouston, Texas and commence within 30 days after the selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. , and within 60 days of the close of evidence in any proceeding. I. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.