Disputes Regarding Defects and Adjustments to Sale Price Sample Clauses

Disputes Regarding Defects and Adjustments to Sale Price. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with alleged Defect(s) and other Sale Price adjustments, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes a Defect within the meaning of this Agreement; (b) whether or not the magnitude of the alleged Defect(s) is great enough that Buyer is contractually entitled to assert such Defect(s); (c) whether or not the alleged Defect was properly and timely asserted by Buyer pursuant to this Agreement; and (d) the appropriate upward or downward adjustment, if any, to be made to the Sale Price on account of a change in the net revenue and/or working interests from those specified on Exhibit A-1 (“Disputed Defect”). With respect to any Disputed Defect that cannot be resolved on or before five (5) days prior to Closing, then the dispute will be submitted to a title attorney selected by Seller and Buyer (such title attorney hereinafter, “Title/Environmental Expert”). The Title/Environmental Expert will have expertise in title matters and/or environmental law, as applicable, in the Offshore Gulf of Mexico and the costs of the Title/Environmental Expert will be borne and paid one-half by Seller and one-half by Buyer. The Title/Environmental Expert may engage the assistance of an environmental consultant to assist in evaluating any environmental issues and the cost of such consultant shall be borne and paid one-half by Seller and one-half by Buyer. Seller and Buyer will each present the Title/Environmental Expert a written statement of its position on the defect and/or adjustment in question not later than the third (3rd) day after the dispute has been submitted to the Title/Environmental Expert. By the third (3rd) day following the submission of a matter to a Title/Environmental Expert, the Title/Environmental Expert shall make a determination of the dispute, choosing either Seller’s position or Buyer’s position with respect to each Disputed Defect, and issuing a final calculation of the Purchase Price reduction for all such defects; provided, however, that the Title/Environmental Expert’s Purchase Price reduction shall not be higher than Buyer’s originally proposed Purchase Price reduction. The decision of the Title/Environmental Expert will be final, conclusive and binding on Sellers and Buyer and will be enforceable against any of the parties in any court of competent jurisdiction.