Common use of Environmental Arbitrator Clause in Contracts

Environmental Arbitrator. If Buyer and Seller are unable to agree upon the Environmental Defect Amount, or the validity of an Environmental Defect, the Parties shall proceed to the Closing, the Environmental Defect Property shall be conveyed to the Buyer, the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Environmental Defect Property otherwise payable at Closing and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent and reasonably acceptable to Buyer and Seller. The amount deposited into escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 5.06. There shall be a single arbitrator, who shall be an attorney or environmental consultant with at least ten (10) years experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and Seller within fifteen (15) days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Austin, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Environmental Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article V and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. Additionally, the Environmental Arbitrator may consult with and engage disinterested third parties to advise the arbitrator. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defect Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each party shall bear one-half of the costs and expenses of the Environmental Arbitrator.

Environmental Arbitrator. If Buyer and the Seller Representative are unable to agree upon the Environmental Defect AmountAmount with respect thereto, or the validity of an such Environmental Defect, the Parties shall proceed to the Closing, the Environmental Defect Property shall will be conveyed to excluded from the BuyerAssets at Closing, the Purchase Price shall be reduced by an amount equal to the Allocated Value of the such Environmental Defect Property otherwise payable at Closing and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller Escrow Agent pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent Escrow Agent and reasonably acceptable to Buyer and Sellersuch Sellers. The amount deposited into escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 5.06. There shall be a single arbitrator, who shall be an attorney or environmental consultant with at least ten (10) years years’ experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and the Seller Representative within fifteen (15) days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in AustinHouston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this SectionSection 5.06. The Environmental Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article V and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary necessary (a) Buyer may not introduce or helpful otherwise use information obtained by Buyer after the date of the Environmental Defect Notice with respect to make a proper determination. Additionallythe Environmental Defect in dispute or its Environmental Defect Amount, and in no event may the Environmental Arbitrator consider or give weight to any such information, (b) Buyer may consult with and engage disinterested third parties to advise not assert any violation of Environmental Law that is not specified in the arbitrator. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defect Amounts submitted by either party and may not award damages, interest or penalties to either party Notice with respect to any matterthe Environmental Defect in dispute, and (c) the Environmental Defect Amount of an Environmental Defect may not exceed the amount thereof asserted in the Environmental Defect Notice with respect thereto. Buyer and the Seller and Buyer Representative shall each bear its own legal fees and other costs of presenting its case. Each party The Seller Representative shall bear one-half of the costs and expenses of the Environmental Arbitrator and Buyer shall bear the other half of such costs and expenses. Within three (3) days of the Environmental Arbitrator’s decision, (i) Sellers shall convey the Environmental Defect Property to Buyer using the form of Assignment, (ii) the Allocated Value of the Environmental Defect Property shall be paid to Sellers from the Escrow Defect Deposits with respect thereto (subject to adjustment pursuant to Section 3.04 and as may be adjusted downward by the Environmental Defect Amount therefor, if any, determined pursuant to this Section 5.06) and (iii) the amount of any such downward adjustment shall be paid to Buyer from such Escrow Defect Deposits (provided that if the amount of such Escrow Defect Deposits is not sufficient to fund the payment of such downward adjustment amount to Buyer, Sellers shall directly pay the remaining amount of such adjustment to Buyer); provided, however, that Buyer will have the right (in lieu of receiving the Environmental Defect Property pursuant to the preceding clause) to forever exclude any such Environmental Defect Property from the transactions contemplated hereby in the event that, as a result of the Environmental Arbitrator’s decision, it is determined that the Environmental Defect Amount for the Environmental Defect Property exceeds seventy-five percent (75%) of the Allocated Value thereof.

Environmental Arbitrator. If (a) With respect to Environmental Defects asserted at the Option Claim Date, if Buyer and Seller those Sellers (whether one or more) who are subject to an Environmental Defect are unable to agree upon the Environmental Defect Amount, or the validity of an such Environmental Defect, the Parties shall proceed to the Option Closing, the Environmental Defect Property shall be conveyed to Buyer and the Buyer, the Option Purchase Price shall be reduced by an amount equal to the Allocated Value unresolved portion of the Environmental Defect Property otherwise payable at Closing Amount asserted in good faith by Buyer in the Environmental Defect Notice with respect to such Environmental Defect and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent and reasonably acceptable to Buyer and SellerTitle/Environmental Escrow. The amount deposited into escrow the Title/Environmental Escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 5.06. 5.06(b). (b) There shall be a single arbitrator, who shall be an attorney or environmental consultant with at least ten (10) years experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and Seller such Sellers within fifteen (15) days after the Closing Date, Sellers’ election and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in AustinDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this SectionSection 5.06. The Environmental Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article V and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. Additionally, the Environmental Arbitrator may consult with and engage disinterested third parties to advise the arbitrator. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Environmental Defect Amounts submitted by either party a Party and may not award damages, interest or penalties to either party any Party with respect to any matter. Seller Anything in this Section 5.06 to the contrary notwithstanding: (a) Buyer may not introduce or otherwise use information obtained by Buyer after the date of the Environmental Defect Notice with respect to the Environmental Defect in dispute or its Environmental Defect Amount, and in no event may the Environmental Arbitrator consider or give weight to any such information, (b) Buyer shall each bear its own legal fees may not assert any violation of Environmental Law that is not specified in the Environmental Defect Notice with respect to the Environmental Defect in dispute, and other costs (c) the Environmental Defect Amount of presenting its casean Environmental Defect may not exceed the amount thereof asserted in the Environmental Defect Notice with respect thereto. Each party Sellers shall bear one-half of the costs and expenses of the Environmental Arbitrator, and Buyer shall bear the other half of such costs and expenses.

Environmental Arbitrator. If (a) With respect to Environmental Defects asserted at the Option Claim Date, if Buyer and Seller those Sellers (whether one or more) who are subject to an Environmental Defect are unable to agree upon the Environmental Defect Amount, or the validity of an such Environmental Defect, the Parties shall proceed to the Option Closing, the Environmental Defect Property shall be conveyed to Buyer and the Buyer, the Option Purchase Price shall be reduced by an amount equal to the Allocated Value unresolved portion of the Environmental Defect Property otherwise payable at Closing Amount asserted in good faith by ▇▇▇▇▇ in the Environmental Defect Notice with respect to such Environmental Defect and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent and reasonably acceptable to Buyer and SellerTitle/Environmental Escrow. The amount deposited into escrow the Title/Environmental Escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 5.06. 5.06(b). (b) There shall be a single arbitrator, who shall be an attorney or environmental consultant with at least ten (10) years experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and Seller such Sellers within fifteen (15) days after the Closing Date, Sellers’ election and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in AustinDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this SectionSection 5.06. The Environmental Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article V and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. Additionally, the Environmental Arbitrator may consult with and engage disinterested third parties to advise the arbitrator. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Environmental Defect Amounts submitted by either party a Party and may not award damages, interest or penalties to either party any Party with respect to any matter. Seller Anything in this Section 5.06 to the contrary notwithstanding: (a) Buyer may not introduce or otherwise use information obtained by Buyer after the date of the Environmental Defect Notice with respect to the Environmental Defect in dispute or its Environmental Defect Amount, and in no event may the Environmental Arbitrator consider or give weight to any such information, (b) Buyer shall each bear its own legal fees may not assert any violation of Environmental Law that is not specified in the Environmental Defect Notice with respect to the Environmental Defect in dispute, and other costs (c) the Environmental Defect Amount of presenting its casean Environmental Defect may not exceed the amount thereof asserted in the Environmental Defect Notice with respect thereto. Each party Sellers shall bear one-half of the costs and expenses of the Environmental Arbitrator, and Buyer shall bear the other half of such costs and expenses.