Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.
1. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexico, 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 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 Article. 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remedi...
Environmental Dispute Resolution. The Parties agree to resolve disputes concerning the existence and scope of an Environmental Defect or Remediation Amount pursuant to this Section 7.1(e) (the “Environmental Disputed Matters”). The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding Environmental Disputed Matters on or before Closing, the Closing shall be delayed as to only the Assets subject to the Environmental Disputed Matters until the Parties finally resolve the dispute pursuant to this Section 7.1(e); provided, however, if either Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied due, in whole or in part, to Environmental Defects, then the Parties will resolve all Environmental Disputed Matters pursuant to this Section 7.1(e) prior to Closing. In the event that neither Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied, it is understood and agreed that the Parties shall proceed to Closing as contemplated herein as to all Assets not covered by a Environmental Disputed Matter. The Environmental Disputed Matters will be finally determined pursuant to this Section 7.1(e). There will be a single arbitrator, who must be an environmental attorney with at least 10 years’ experience in oil and gas environmental matters, as selected by mutual agreement of Buyer and SM Energy within 15 days after any Party invokes the provisions of this Section 7.1(e) to resolve such Dispute, and absent such agreement, by the Houston office of the AAA (the “Environmental Arbitrator”). The arbitration proceeding will be held in Houston, Texas and conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 7.1(e). The Environmental Arbitrator’s determination must be made within 20 days after submission of the matters in Dispute and shall be final and binding upon both Parties, without right of appeal. In making its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 7.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in the applicable Environmental Defect Notice. The Environmental Arbitrator will...
Environmental Dispute Resolution. The parties agree to resolve disputes concerning the following matters pursuant to this Section: (i) the existence and scope of an Environmental Defect and (ii) Buyer’s estimate of Remediation Costs of an Environmental Defect (the “Disputed Environmental Matters”). The Seller Representative and Buyer agree to attempt to initially resolve all Disputed Environmental Matters through good faith negotiations. If such parties cannot resolve such disputes within fourteen (14) days prior to Closing, the Disputed Environmental Matters shall be finally determined by a mutually agreeable environmental consulting firm (the “Environmental Arbiter”), taking into account the factors set forth in this Agreement. On or before ten (10) days prior to Closing, Buyer and the Seller Representative shall present their respective positions in writing to the Environmental Arbiter, together with such evidence as each party deems appropriate. The Environmental Arbiter shall be instructed to resolve the dispute through a final decision within five (5) days after submission of the parties’ respective positions to the Environmental Arbiter. The costs incurred in employing the Environmental Arbiter shall be borne equally by the Seller Representative (who may allocate such costs as appropriate to the relevant Seller(s))
Environmental Dispute Resolution. (i) Seller and Buyer shall attempt in good faith to agree on all Environmental Defects and Remediation Amounts (collectively, the “Environmental Disputes”) prior to Closing. If Seller and Buyer are unable to agree by Closing, (i) the Environmental Disputes will be exclusively and finally resolved by arbitration pursuant to this Section 6.1(e), (ii) the Closing Cash Amount shall be adjusted downwards by the Allocated Value of each Conveyed Interest affected by such Environmental Disputes (together with all associated Conveyed Interests) and such Conveyed Interests shall be deemed to be Excluded Assets until such disputes are finally resolved (including, for the avoidance of doubt, for the purposes of calculating the Adjusted Closing Cash Amount and the Interim Period Carried Costs Amount) and (iii) promptly after such Environmental Disputes are finally resolved, Seller shall, at its sole option with respect to each such Conveyed Interest, elect to either: (a) convey such Conveyed Interest to Buyer in a form substantially similar to the Assignment and cause Buyer to pay to Seller an amount equal to (x) the Allocated Value minus the Environmental Defect Amount, if any (provided that Seller has not elected to assume responsibility for the Remediation of the underlying Environmental Defect, in which case, such deduction will not be made and Seller shall implement and promptly complete such Remediation in a manner which is consistent with the requirements of Environmental Laws), with respect to such Conveyed Interest, subject to Section 6.1(d), plus (y) the sum of all amounts Buyer would have been required to pay to Seller with respect to the development of such Conveyed Interests pursuant to the Development Agreement and any related operating agreements (including any Carried Costs that exceed the portion of the Allocated Value for such Title Defect Property that is attributable to the Carried Costs Obligation) had such Conveyed Interest been conveyed to Buyer at Closing; or (b) retain such Conveyed Interest, in which case such Conveyed Interest will be deemed permanently to be an Excluded Asset.
(ii) There will be a single arbitrator, who must be an environmental attorney with at least ten years’ experience in environmental matters involving oil and gas producing properties in any of the regional areas in which the affected Conveyed Interests are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Environmen...
Environmental Dispute Resolution. The Parties shall attempt to resolve, through good faith negotiations, all disputes concerning (a) the existence and scope of an Environmental Defect, (b) the amount of the Remediation costs, and (c) the adequacy of Seller’s Remediation of any Environmental Defect (the “Environmental Disputed Matters”). In the event the Parties cannot resolve any Environmental Disputed Matter on or before Closing, it shall be resolved pursuant to Section 15.11(a).
Environmental Dispute Resolution. If disputes or disagreements arise between the parties with respect to any environmental matter (each, an “Environmental Dispute”), the Port and Tenant commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner as provided in this Section 14.8.
14.8.1 The Port and Tenant will first attempt to resolve Environmental Disputes at the field level through discussions between the parties’ environmental professionals, consistent with the Work Plan, as applicable.
14.8.2 If an Environmental Dispute cannot be resolved through the parties’ environmental professionals within two (2) business days after first meeting, senior representatives of the Port and Tenant, upon the request of either party, shall meet as soon as possible, but in no case later than two (2) business days after such a request is made, to attempt to resolve such Environmental Dispute. Prior to any meetings between the senior representatives, the parties will exchange relevant information that will assist the parties in resolving their Environmental Dispute.
14.8.3 If, after meeting, the senior representatives determine that the Environmental Dispute cannot be resolved on terms satisfactory to both parties, the parties shall submit the Environmental Dispute to mediation, which submittal to mediation shall be binding upon the parties. Any party may request mediation by filing the request (the “Mediation Notice”) in writing with the other party to this Agreement. The mediation shall be conducted by a mutually agreeable arbitrator, or if the parties cannot so agree within two (2) days of receipt of the request, any party may file the request with the American Arbitration Association (“AAA”) pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the arbitrator. This requirement to arbitrate is a condition precedent to litigation and cannot be waived except by an explicit written waiver signed by the Port and Tenant. A representative of the Port and Tenant must attend the mediation session, all having authority to settle the claim, or, in the case of the Port, if Port Commission approval is required, the management authority to recommend settlement of the claim directly to the Port Commission. To the extent there are other parties in interest, such as contractors, or subcontractors of any tie...
Environmental Dispute Resolution. SM and Xxxxxx shall attempt to agree on all disputed Environmental Defects (including any cure thereof) and Remediation Amounts (collectively, “Environmental Disputes”). If SM and Xxxxxx are unable to agree on any such matter by the Defect Remedy Date, any Environmental Defects or Remediation Amounts in Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 5.1(f). There will be a single arbitrator, who must be an environmental attorney with at least 10 years experience in environmental matters involving oil and gas properties in Texas (the “Environmental Arbitrator”). The Environmental Arbitrator shall not have worked as an employee or performed more than $25,000 of Work as outside counsel for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator shall be selected by mutual agreement of Xxxxxx and SM within 15 days after any Party invokes the provisions of this Section 5.1(f) to resolve any Environmental Dispute. If the Parties do not mutually elect an Environmental Arbitrator, the Houston office of the AAA shall appoint such Environmental Arbitrator under such conditions as the AAA in its sole discretion deems necessary or advisable, provided that any Environmental Arbitrator selected by the AAA must have the qualifications set forth in this Section 5.1(f). The place of arbitration shall be Houston, Texas and the arbitration shall be conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 5.1(f). Each Party must submit its position with respect to the applicable Environmental Dispute, along with all supporting documentation relating to such Environmental Dispute, to the Environmental Arbitrator within 30 days following the selection of the Environmental Arbitrator. The Environmental Arbitrator’s determination shall be made within 45 days after submission by the Parties of their positions with respect to such Environmental Dispute and shall be final and binding upon both Parties, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 5.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper award. The Environmental Arbitrator, however, may not award Mitsui a greater Remediati...
Environmental Dispute Resolution. (a) Seller and Buyer shall attempt to agree on all Environmental Defects and
Environmental Dispute Resolution. (a) This Section and not the Contribution Agreement shall apply to disputes arising under this Agreement (collectively, “Environmental Disputes”).
(b) If an Environmental Dispute arises, either Party may initiate negotiation proceedings by sending a letter (the “Negotiation Letter”) to the other Party in which event the Parties shall attempt in good faith to resolve the Environmental Dispute promptly by negotiation. Such Negotiation Letter shall set forth the particulars of the dispute, the terms of this Agreement or any other agreement that are involved, and a suggested resolution. The recipient of the letter must respond within 30 days and include a response to the proposed solution. If the matter has not been resolved within 60 days of a Party’s request for negotiation (the “Negotiation Period”), the Parties may seek the appointment of an independent environmental professional mutually satisfactory to both Parties (the “Environmental Professional”) to issue a determination with respect to the matter in dispute.
(c) The Environmental Professional shall be an environmental consultant if the Environmental Dispute concerns the scope of Existing Remediation or Future Remediation or the scope or cost of actions to correct any noncompliance with Environmental Laws. The Environmental Professional shall be an environmental attorney if the Environmental Dispute concerns whether Existing Remediation or Future Remediation is required, whether a condition complies with Environmental Laws, or the proper interpretation of the relevant sections of this Agreement or any other agreement relevant to the dispute. The parties acknowledge that a dispute may require the appointment of both an environmental consultant and an environmental attorney, in which case the parties shall select both an environmental consultant and an environmental lawyer that will agree to work together and harmonize their determinations to fulfill the duties of the Environmental Professional.
(d) Within 30 days after the appointment of the Environmental Professional, each Party will prepare and deliver to the Environmental Professional a written report setting forth such Party’s final and best offer regarding the resolution of the Environmental Dispute. The Environmental Professional shall, within 30 days of the delivery of the last Party’s report, make his/her determination regarding the resolution of the dispute, including a determination of which party substantially prevailed in the dispute. To th...
Environmental Dispute Resolution. If Seller elects to proceed under Section 5.4(a)(ii), with respect to an Environmental Defect, the following matters shall be submitted to an expert for determination pursuant to Section 6.1: (i) the existence and scope of an Environmental Defect, (ii) the Environmental Defect Amount, and (iii) the adequacy of any Remediation of an Environmental Defect, by Seller (each a “Disputed Environmental Matter”).
