Common use of Environmental Arbitrator Clause in Contracts

Environmental Arbitrator. If Buyer and the Seller Representative are unable to agree upon the Environmental Defect Amount with respect thereto, or the validity of such Environmental Defect, the Parties shall proceed to the Closing, the Environmental Defect Property will be excluded from the Assets at Closing, the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Environmental Defect Property and such amount shall be paid by Buyer into an escrow account established with Escrow Agent pursuant to the terms of an escrow agreement in a form acceptable to Escrow Agent and reasonably acceptable to Buyer and such 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’ 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 Houston, 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 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 all 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 (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 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 (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 Representative shall each bear its own legal fees and other costs of presenting its case. 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 Buyer and the Seller Representative are unable to agree upon the Environmental Defect Amount with respect theretoAmount, or the validity of such an Environmental Defect, the Parties shall proceed to the Closing, the Environmental Defect Property will shall be excluded from conveyed to the Assets at ClosingBuyer, the Purchase Price shall be reduced by an amount equal to the Allocated Value of such the Environmental Defect Property otherwise payable at Closing and such amount shall be paid by Buyer into an escrow account established with Escrow Agent 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 Escrow Agent the escrow agent and reasonably acceptable to Buyer and such SellersSeller. 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 HoustonAustin, 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 5.06Section. 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 all Partiesboth 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 (a) Buyer 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 introduce award damages, interest or otherwise use information obtained by Buyer after the date of the Environmental Defect Notice penalties to either party with respect to the Environmental Defect in dispute or its Environmental Defect Amount, any matter. Seller and in no event may the Environmental Arbitrator consider or give weight to any such information, (b) Buyer 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 (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 Representative shall each bear its own legal fees and other costs of presenting its case. The Seller Representative Each party 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 the Seller Representative those Sellers (whether one or more) who are subject to an Environmental Defect are unable to agree upon the Environmental Defect Amount with respect theretoAmount, or the validity of such Environmental Defect, the Parties shall proceed to the Option Closing, the Environmental Defect Property will shall be excluded from conveyed to Buyer and the Assets at Closing, the Option Purchase Price shall be reduced by an amount equal to the Allocated Value unresolved portion of the Environmental Defect Amount asserted in good faith by Xxxxx in the Environmental Defect Notice with respect to such Environmental Defect Property and such amount shall be paid by Buyer into an escrow account established with Escrow Agent pursuant to the terms of an escrow agreement in a form acceptable to Escrow Agent and reasonably acceptable to Buyer and such SellersTitle/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’ years experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and the Seller Representative 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 HoustonDallas, 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 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 all 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 necessarynecessary 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 a Party and may not award damages, interest or penalties to any Party with respect to any matter. 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 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 (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 Representative shall each bear its own legal fees and other costs of presenting its case. The Seller Representative Sellers shall bear one-half of the costs and expenses of the Environmental Arbitrator 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 the Seller Representative those Sellers (whether one or more) who are subject to an Environmental Defect are unable to agree upon the Environmental Defect Amount with respect theretoAmount, or the validity of such Environmental Defect, the Parties shall proceed to the Option Closing, the Environmental Defect Property will shall be excluded from conveyed to Buyer and the Assets at Closing, the Option Purchase Price shall be reduced by an amount equal to the Allocated Value unresolved portion of the Environmental Defect Amount asserted in good faith by Buyer in the Environmental Defect Notice with respect to such Environmental Defect Property and such amount shall be paid by Buyer into an escrow account established with Escrow Agent pursuant to the terms of an escrow agreement in a form acceptable to Escrow Agent and reasonably acceptable to Buyer and such SellersTitle/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’ years experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and the Seller Representative 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 HoustonDallas, 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 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 all 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 necessarynecessary 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 a Party and may not award damages, interest or penalties to any Party with respect to any matter. 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 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 (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 Representative shall each bear its own legal fees and other costs of presenting its case. The Seller Representative Sellers shall bear one-half of the costs and expenses of the Environmental Arbitrator 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.