Common use of Expert Determination Clause in Contracts

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and the User in respect of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body as the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and the User in respect of the construction or effect 14.1. Where a provision of this Agreement or expressly provides for the rights duties referral by a Party of any matter in dispute to an Expert, the following provisions shall apply: 14.1.1. the Expert shall act as an expert and liabilities of not as an arbitrator and shall decide those matters referred to him using his skill, experience and knowledge, and with regard to all such other matters as he in his sole discretion considers appropriate; 14.1.2. if the Parties hereunder or any matter or event connected with or arising out cannot agree upon the selection of this Agreement (a "Relevant Event") an Expert, the Expert shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party determined by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales; 10.2.2 in the case of a dispute as 14.1.3. all references to the sum payable under this Agreement Expert shall be made in writing by either Party with notice to the President or other authorised officer of the Institute of Chartered Accountants in England being given contemporaneously, and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide promptly supply the Expert with such documents and information and such written representation as he may be necessary to assist in request when considering any referral; 14.1.4. the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled requested to seek expert evidence at use his discretion as best endeavours to give his decision upon the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to question before him as soon as is reasonably practicable possible in writing following its referral to him, his decision shall, in the absence of fraud or manifest error, be final and unless binding upon the Parties; 14.1.5. if the Expert wishes to obtain independent professional and/or technical advice in connection with the question before him, he shall first provide the Parties with details of the name, organisation and estimated fees of the professional or technical adviser and he may then engage such advisers with the consent of the Parties (which consent shall not be unreasonably withheld or delayed) for the purposes of obtaining such professional and/or technical advice as he may reasonably require; 14.1.6. the Expert shall not be held liable for any act or omission, and his written decision will be given without any liability on the Expert’s part to either Party, unless it shall be shown that he acted fraudulently or in bad faith; 14.1.7. save to the extent otherwise agree within 45 days expressly provided herein, pending the determination by the Expert, the Parties shall continue to the extent possible to perform their obligations; and 14.1.8. the Expert shall at his discretion be entitled to order that the costs of his appointmentthe reference of a dispute to him shall be paid by the Parties in whatever proportions he thinks fit.

Expert Determination. 10.1 All disputes 6.1 If a Dispute relates to any aspect of the technology underlying the provision of the Services or differences which shall at anytime hereafter arise between EGT otherwise relates to a technical matter of an IT, accounting or financing nature and the User Dispute has not been resolved by commercial negotiation in respect of accordance with paragraph 4 or, if applicable, mediation in accordance with paragraph 5, then either Party may by written notice to the construction other request (agreement to which request shall not be unreasonably withheld or effect of this Agreement or delayed) that the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall Dispute be referred to an expert for determination. 6.2 The expert shall be appointed by agreement in writing between the Parties, but in the event of a director failure to agree within ten (or his nominee10) of each Working Days of the Parties within 5 business days relevant request made pursuant to paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: (a) if the Dispute relates to any aspect of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide technology underlying the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer the Services or a matter of an issue to an Expert and IT technical nature, on the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request instructions of either Party by the President of the British Computer Society (or any other duly appointed officer of such UK professional body as association that has replaced the parties may agree or in British Computer Society); (b) if the absence of agreement: 10.2.1 in the case Dispute relates to a matter of a dispute as to financial technical nature, on the interpretation or construction instructions of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in of England and Wales; andor 10.2.3 in (c) if the case Dispute relates to a matter of all other disputes concerning a technical nature not falling within paragraphs 6.2(a) or (b), on the operation and maintenance instructions of the Network president (or equivalent) of: (i) an appropriate body agreed between the provision Parties; or (ii) if the Parties do not reach agreement on the relevant body within fifteen (15) Working Days of the Servicesrelevant request made pursuant to paragraph 6.1, such body as may be specified by the President or other authorised officer of the Institution of Electrical Engineers or equivalent Law Society on application by either Party. 6.3 The Expert shall act on the following basis: (a) he/she shall act as appropriate an expert and not as an arbitrator and shall act fairly and impartially; (b) the Expert's determination shall (in the circumstances.absence of a material failure to follow the agreed procedures) be final and binding on the Parties; 10.3 Each (c) the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall be entitled to assist and provide the documentation that the Expert with such information and such written representation as may be necessary to assist in requires for the determination purpose of the dispute in question provided such information and/or representations are made within 30 days determination; (d) any amount payable by one Party to another as a result of the date Expert's determination shall be due and payable within twenty (20) Working Days of the referral.Expert's determination being notified to the Parties; 10.4 The (e) the process shall be conducted in private and shall be confidential; and (f) the Expert shall be entitled to seek expert evidence at his discretion as to determine how and by whom the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination costs of the issues referred determination, including his/her fees and expenses, are to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointmentbe paid.

Expert Determination. 10.1 All disputes or differences which 4.1 If a Resolution Notice is served by either party, the parties shall at anytime hereafter arise between EGT use all reasonable endeavours to reach agreement on an Expert and to agree the User in respect terms of his appointment with the construction or effect Expert as soon as reasonably possible. Neither party shall unreasonably withhold its agreement to the terms of this Agreement appointment proposed by the Expert or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall applyother party. 10.2 4.2 If both Parties the parties fail to agree to refer an issue to on an Expert and the Parties fail to nominate or agree such Expert terms of his appointment within 10 daysfive Business Days of a Resolution Notice being served, then either party shall be entitled to request the International Centre for Expertise of the International Chamber of Commerce to appoint the Expert may and to agree his of terms of appointment on behalf of the parties. 4.3 Except for any procedural matters, or as otherwise expressly provided in this Schedule, the Expert shall only be nominated at required to make a determination on the request of either Party by the President or other duly appointed officer of such UK professional body as matters in dispute between the parties may agree or in regarding the absence calculation of agreement:the Earn-out Payment for a Fiscal Year. 10.2.1 4.4 The parties shall co-operate with the Expert and they shall provide (and in the case of a dispute as to the interpretation or construction of this Agreement, by Purchaser shall procure that the President or other authorised officer Company and each of the Law Society Subsidiaries provides) such assistance and access to such documents, personnel, books and records as the Expert may reasonably require for the purpose of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstancesmaking his determination. 10.3 Each of the Parties 4.5 The parties shall be entitled to provide make submissions to the Expert and each party shall, with reasonable promptness, supply the other party with such information and access to its documentation, books and records as the other party may reasonably require in order to make a submission to the Expert in accordance with this paragraph. 4.6 To the extent not provided for in this paragraph 4, the Expert may, in his reasonable discretion, determine such written representation as may be necessary procedures to assist with the conduct of his determination as he considers just or appropriate, including, to the extent he considers necessary, instructing professional advisers to assist him in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referralreaching his determination. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 4.7 The Expert shall be required by to make his determination in writing (including the Parties reasons for his determination) and to reach give notice of his determination (including a determination of the issues referred copy) to him each party as soon as is reasonably practicable and unless the Parties otherwise agree in any event within 45 days 20 Business Days of his appointment. 4.8 All matters under this paragraph 4 shall be conducted, and the Expert’s decision shall be written, in the English language. 4.9 The Expert shall act as an expert and not as an arbitrator. Save in the event of manifest error or fraud the Expert’s determination of any matters referred to him in accordance with this Schedule shall be final and binding on the parties. 4.10 If an appointed Expert becomes unwilling or incapable of acting, or does not deliver his determination within the period required by paragraph 4.7 of this Schedule: (a) the parties shall use all reasonable endeavours to agree the identity and terms of appointment of a replacement Expert; (b) if the parties fail to agree and appoint a replacement Expert within five Business Days of a replacement being proposed in writing by a party, then either party may apply to of the International Centre for Expertise of the International Chamber of Commerce to discharge the appointed Expert and to appoint a replacement Expert; and (c) this paragraph 4 shall apply in relation to each and any replacement Expert as if he were the first Expert appointed. 4.11 Each party shall bear and pay its own costs incurred in connection with the Expert’s determination pursuant to this paragraph 4. The Expert’s fees and any costs or expenses incurred by the Expert in making his determination (including the fees and costs of any advisers appointed by the Expert) shall be borne by the party that does not prevail on the matters determined by the Expert. 4.12 Each party shall act reasonably and co-operate to give effect to the provisions of this paragraph 4 and shall not otherwise do anything to hinder or prevent the Expert from reaching his determination.

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and the User in respect of the construction or effect 15.1. Where a provision of this Agreement or expressly provides for the rights duties referral by a Party of any matter in dispute to an Expert, the following provisions shall apply: 15.1.1. the Expert shall act as an expert and liabilities of not as an arbitrator and shall decide those matters referred to him using his skill, experience and knowledge, and with regard to all such other matters as he in his sole discretion considers appropriate; 15.1.2. if the Parties hereunder or any matter or event connected with or arising out cannot agree upon the selection of this Agreement (a "Relevant Event") an Expert, the Expert shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party determined by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales; 10.2.2 in the case of a dispute as 15.1.3. all references to the sum payable under this Agreement Expert shall be made in writing by either Party with notice to the President or other authorised officer of the Institute of Chartered Accountants in England being given contemporaneously, and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide promptly supply the Expert with such documents and information and such written representation as he may be necessary to assist in request when considering any referral; 15.1.4. the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled requested to seek expert evidence at use his discretion as best endeavours to give his decision upon the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to question before him as soon as is reasonably practicable possible in writing following its referral to him, his decision shall, in the absence of fraud or manifest error, be final and unless binding upon the Parties; 15.1.5. if the Expert wishes to obtain independent professional and/or technical advice in connection with the question before him, he shall first provide the Parties with details of the name, organisation and estimated fees of the professional or technical adviser and he may then engage such advisers with the consent of the Parties (which consent shall not be unreasonably withheld or delayed) for the purposes of obtaining such professional and/or technical advice as he may reasonably require; 15.1.6. the Expert shall not be held liable for any act or omission, and his written decision will be given without any liability on the Expert’s part to either Party, unless it shall be shown that he acted fraudulently or in bad faith; 15.1.7. save to the extent otherwise agree within 45 days expressly provided herein, pending the determination by the Expert, the Parties shall continue to the extent possible to perform their obligations; and 15.1.8. the Expert shall at his discretion be entitled to order that the costs of his appointmentthe reference of a dispute to him shall be paid by the Parties in whatever proportions he thinks fit.

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and the User in respect of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution18.1. In the event of any dispute arising under this Agreement other than those which are properly referable to the Quantity Surveyor the following provisions shall apply: 18.1.1. the Parties shall jointly appoint an expert who is suitably qualified and experienced to determine the disagreement in question (the Expert) but so that in the absence of agreement as to the Expert either party may apply to the President of the Royal Institution of Chartered Surveyors to nominate the Expert; 18.1.2. the Expert shall act as an expert and not an arbitrator and his decision shall be final and binding and the following shall apply: 18.1.2.1. the Expert shall give notice in writing of this nomination (if applicable) to the Seller and the Buyer; 18.1.2.2. the Expert shall invite the Seller and the Buyer (as appropriate) to submit to him within a Relevant Event canspecified period (which shall not exceed twenty one days) a statement of reasons accompanied by a valuation (if desired and/or applicable) and shall consider any reasons and valuation submitted to him within (but not after the expiration of) twenty-one days but he shall not in any way be settled limited or fettered by any valuation and/or statement of reasons submitted to him and he shall determine the directors issues in accordance with his own judgement and opinion and shall notify his determination to the Seller and the Buyer in writing as soon as reasonably practicable after his appointment; 18.1.2.3. if the Expert shall die or unreasonably delay or become willing to act or incapable of acting the President (or their nomineesfailing him the person designated to act in his place) within 5 business days for the time being of it being referred to the Parties' directors then if both the Parties so decide the provision Royal Institution of Clause 10.2 Chartered Surveyors shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party the Seller or the Buyer by writing discharge the Expert and nominate another person to act in his place who shall proceed as if there had been no prior nomination; 18.1.2.4. the fees and expenses of the Expert shall be paid in the proportions or shares determined by the President or other duly appointed officer of such UK professional body as the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, Expert and if not so determined by the President or Seller and the Buyer in equal shares and if either of them shall pay the share properly payable by the other authorised officer of them (in order to procure the issue of the Law Society notice of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of Expert) the amount so paid shall be repayable on demand with interest at the Contract Rate from the date of payment to the referral.date of repayment calculated from day to day and compounded with monthly rests and shall be recoverable action with interest (as well as before any judgement); 10.4 The 18.1.2.5. the Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required comply with any time limits reasonably specified by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointmentparties.

Expert Determination. 10.1 All disputes or differences which (a) Where a Dispute is referred to an Expert, the Parties shall at anytime hereafter arise between EGT agree to the identity of such person and the User terms of appointment or, in respect default of agreement on such appointment (and its terms) within twenty (20) Business Days of the construction service of the Dispute Notice, on the application of either party as to the appointment (and its terms), by the Chairman for the time being of IAMA. (b) No person is to be appointed to act as an Expert unless he or effect she is qualified by education, experience and training to determine the matter in Dispute. (c) The Parties agree that: (i) the Dispute is to be resolved according to the IAMA Expert Determination Rules, current as at the date the Expert is appointed; and (ii) they must abide by, and must procure the Expert’s agreement to resolve the Dispute according to, the IAMA Expert Determination Rules and the terms of this Agreement clause 24.4. (d) The Parties must use their reasonable endeavours to ensure that the Expert makes his or her determination as quickly as possible. The Expert must make his or her determination in writing, giving the rights duties reasons for his or her determination, and liabilities must be issued within 2 (two) months of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall applyExpert’s appointment. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree (e) In making such Expert within 10 days, then determination the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body shall act as the parties may agree or an expert and not as an arbitrator and his decision shall (in the absence of agreement:manifest error or fraud) be final and binding on the Parties. 10.2.1 (f) Each Party shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and expenses of the Expert shall be borne by the Parties in the case proportions he may direct or, in the absence of a dispute as direction, equally. (g) Subject to any rule of law or of any regulatory body or any provision of any contract or arrangement entered into prior to the interpretation or construction date of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as Agreement to the sum payable under this Agreement by contrary, the President or Buyer and the Seller shall afford as soon as reasonably practicable upon request to the other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation their respective agents and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information all facilities and such written representation access to their respective premises, personal papers, books, accounts, records, returns and other documents as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled to seek expert evidence at his discretion their respective possession or under their respective control as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall may be required by the Parties Expert to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of make his appointmentdetermination.

Expert Determination. 10.1 All disputes Notwithstanding anything to the contrary in Section 22.9.A above, any dispute, claim or differences issue arising under this Agreement with respect to: (i) the proper inclusion or exclusion of items in Total Revenues, Operating Expenses, Fixed Charges, or Net Operating Income (or the calculation thereof); (ii) the proper computation of the Base Fee; Incentive Fee, charges for Centralized Services or Reimbursable Expenses; (iii) the approval of the Budgets; or (iv) other matters as to which this Agreement expressly provides for dispute resolution by the Expert, shall be resolved in accordance with this Section 22.9.H by one (1) neutral arbitrator mutually selected by the parties (the “Expert”). The Expert shall (x) have at anytime hereafter arise between EGT least ten (10) years’ experience in the area of expertise on which the dispute is based (e.g., for operational matters, expertise in the management of hotels in the same class as the Hotel, for accounting matters, expertise in hotel accounting for hotels in the same class as the Hotel), (y) not have any conflict of interest with either party, and the User (z) not be deemed a competitor of either party. The following provisions shall apply in respect of the construction or effect determination of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall all matters to be referred to a director an Expert for determination as provided in this Agreement: (or his nomineei) of each The use of the Parties within 5 business days Expert shall be the exclusive remedy of the Relevant Event arising parties, and they neither party shall endeavour attempt to reach a mutually acceptable solutionadjudicate any dispute in any other forum. In The decision of the event that a Relevant Event canExpert shall be final and binding on the parties and shall not be settled capable of challenge, whether by the directors arbitration, in court or otherwise; (or their nomineesii) within 5 business days of it being referred Each party shall be entitled to make written submissions to the Parties' directors then Expert, and if both a party makes any submission it shall also provide a copy to the Parties so decide other party and the provision other party shall have the right to comment on such submission. The parties shall make available to the Expert all books and records relating to the issue in dispute and shall render to the Expert any assistance requested of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an the parties. The costs of the Expert and the Parties fail to nominate or agree such Expert within 10 days, then proceedings shall be borne as directed by the Expert unless otherwise provided for herein. The Expert may direct that such costs be nominated at treated as Operating Expenses of the request Hotel; and (iii) The terms of either Party by engagement of the President Expert shall include an obligation on the part of the Expert to: (a) notify the parties in writing of his decision within fifteen (15) days from the date on which the Expert has been selected (or such other duly appointed officer of such UK professional body period as the parties may agree or in as set forth herein); and (b) establish a timetable for the absence making of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England submissions and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstancesreplies. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.

Expert Determination. 10.1 All disputes 18.9.1 Where any provision of this Agreement provides, or differences which the Parties have agreed, for a dispute or difference between the Parties to be referred to an independent expert (the “Expert”) the provisions of this Condition 18.9 shall at anytime hereafter arise between EGT apply, and the User no Party shall commence proceedings in any court in respect of or otherwise in connection with such dispute. 18.9.2 The Parties agree that the construction or effect of this Agreement or the rights duties Expert shall act as an expert and liabilities of not as an arbitrator and shall decide those matters referred to him using his skill, experience and knowledge and with regard to all such other matters as he in his sole discretion considers appropriate. 18.9.3 If the Parties hereunder or any matter or event connected with or arising out cannot agree upon the selection of this Agreement (a "Relevant Event") an Expert, the Expert shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party determined by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales;. 10.2.2 in the case of a dispute as 18.9.4 All references to the sum payable under this Agreement Expert shall be made in writing by either Party with notice to the President or other authorised officer of the Institute of Chartered Accountants in England being given contemporaneously, and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide promptly supply the Expert with such documents and information and such written representation as he may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the request when considering any referral. 10.4 18.9.5 The Expert shall be entitled requested to seek expert evidence at use his discretion as best endeavours to give his decision upon the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to question before him as soon as is possible in writing following its referral to him, his decision shall, in the absence of fraud or manifest error, be final and binding upon the Parties. 18.9.6 If the Expert wishes to obtain independent professional and/or technical advice in connection with the question before him: (a) he shall first provide the Parties with details of the name, organisation and estimated fees of the professional or technical adviser; and (b) he may engage such adviser with the consent of the Parties (which consent shall not be unreasonably withheld) for the purposes of obtaining such professional and/or technical advice as he may reasonably practicable require. 18.9.7 The Expert shall not be held liable for any act or omission, and his written decision will be given without any liability on the Expert’s part to either Party, unless it shall be shown that he acted fraudulently or in bad faith. 18.9.8 The Parties shall share equally his fees and expenses (including the fees and all reasonable expenses incurred by any technical or professional advisers) unless the Expert determines otherwise. 18.9.9 Save to the extent otherwise expressly provided herein pending the determination by the Expert, this Agreement shall continue to the extent possible for the Parties otherwise agree within 45 days of his appointmentto perform their obligations under this Agreement.

Expert Determination. 10.1 All disputes 15.1 Save as otherwise provided for in this Agreement any dispute or differences difference which shall at anytime hereafter arise between EGT and the User in respect of parties as to the construction or effect of this Agreement or as to the respective rights duties and liabilities obligations of the Parties hereunder parties under or as to any other matter or event connected with or arising out of or connected with the subject matter of this Agreement shall if either the Landlord or the Tenant so requires at any time by notice served on the other (a "Relevant Event"“the Notice”) shall be referred to a director the decision of an expert (“the Expert”) 15.2 The Expert shall be appointed by agreement between the Landlord and the Tenant or his nominee) of each if within 5 working days after service of the Parties within 5 business days Notice the Landlord and the Tenant have been unable to agree then on the application of either the Landlord or the Tenant by such one of the Relevant Event arising following as the Landlord and they the Tenant shall endeavour agree to reach a mutually acceptable solution. In be appropriate having regard to the event that a Relevant Event cannot be settled nature of the dispute or difference in question: 15.2.1 the President for the time being of the Law Society 15.2.2 the President for the time being of The Royal Institute of British Architects 15.2.3 the President for the time being of The Royal Institution of Chartered Surveyors or (in each such case) the duly appointed deputy of such President or any other person authorised by him to make appointments on this behalf 15.3 If within 10 working days after service of the directors (or their nominees) within 5 business days Notice the Landlord and the Tenant have been unable to agree which of it being the persons referred to in paragraph 15.2 is appropriate to appoint the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may shall be nominated at appointed on the request application of either Party the Landlord or the Tenant by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales;or his duly appointed deputy or any other person authorised by him to make appointments on his behalf 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer 15.4 The costs of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled determined by the Expert but in the event of any failure to seek expert evidence at his discretion as to determine the circumstances relating to same the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert costs shall be required borne in equal shares by the Parties parties 15.5 One party may pay the costs required to reach a determination of be borne by another party if they remain unpaid for 21 days after they become due and then recover these and ant incidental expenses incurred from the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.other party on demand

Expert Determination. 10.1 All disputes or differences (A) If any Parties are unable to achieve an agreement in relation to any matter which shall at anytime hereafter arise between EGT and the User is expressly stated in respect of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall that may be referred to an Expert (as defined below), one Party may give the other relevant Parties a director written notice of referral to expert determination (or his nomineereferred to as an “Expert Dispute”). (B) of each of The Expert shall be appointed by agreement between the Parties parties to the dispute within 5 business ten (10) days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days notice of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree referral or, failing such Expert within 10 daysagreement, then the Expert may be nominated at the request of either Party by the President of the LCIA Court for the time being. The Expert shall be an investment banker or other duly appointed officer finance professional with at least 10 years’ experience in the mining industry. (C) The Expert shall have the power to determine an Expert Dispute. Subject to the terms of such UK professional body as this Clause 15.3 the parties may agree Expert shall be entitled to determine the procedure to be followed in arriving at his or her determination (in the absence of agreement: 10.2.1 in agreement between the case of a dispute as parties to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties dispute). The Expert shall be entitled to provide appoint legal or other advisers if the parties to the dispute agree. (D) In making a determination: (1) the Expert with such information and shall act in the capacity of an expert, not an arbitrator; (2) each party to the dispute may make written representations to the Expert including its position on the issue in dispute. The Expert will set a timetable for the submission of such written representation as may be necessary representations. The Expert is entitled to assist make his or her determination after the expiry of the periods set out in the determination of timetable, whether or not written representations were submitted by each party to the dispute; and (3) in making his or her decision the Expert must select a position submitted by a party to the dispute in question provided such information and/or representations are made and may not select or substitute his own view on the dispute (regardless of whether or not each party to the dispute submits a position). (E) The Expert shall produce a determination within 30 twenty (20) Business Days of his or her appointment and shall give written reasons for his or her determination transmitted to the parties to the dispute by email on the date of his or her determination. Any sum ordered to be payable shall be paid within fourteen (14) days of the date of the referraldecision and the Parties must do all things necessary to give effect to and comply with the determination of the Expert (including, if applicable, paying the Expert determined Buyback Fee). 10.4 (F) Subject to Clause ‎15.3(I), the Expert’s determination shall be final and binding, save in the case of fraud or manifest error. (G) The Expert shall have the power to award costs as well as interest on any sums awarded as he or she shall think appropriate. The fees of the Expert shall be entitled shared equally unless he or she determines otherwise. (H) If a Party raises an objection that an alleged Expert Dispute is not an Expert Dispute and should be resolved in accordance with Clause ‎15.1, the Expert shall be competent to seek expert evidence at his discretion as rule on whether the alleged Expert Dispute is in fact an Expert Dispute. (I) The determination of the Expert will not be final and binding where, within fifteen (15) Business Days of the determination of the Expert being notified to the circumstances relating parties to the dispute: (1) a party to the dispute between gives notice to all other parties to the Parties and dispute that it is dissatisfied with the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the Expert; and (2) that party to the dispute issues referred to him as soon as is reasonably practicable a Notice of Dispute under Clause ‎15.1 in respect of the Expert Dispute the subject of the determination of the Expert, in which case, the determination of the Expert will be binding on an interim basis, and unless the Parties otherwise agree within 45 days to do all things necessary to give effect to and comply with the determination of his appointmentthe Expert until the Expert Dispute the subject of the determination of the Expert is finally resolved by proceedings in accordance with Clause ‎15.1.

Expert Determination. 10.1 All disputes 20.1 Any dispute or differences which difference arising between the Parties as to their respective rights duties and obligations in this Indemnity shall at anytime hereafter arise between EGT (subject to the jurisdiction of the Upper Tribunal (Lands Chamber) where appropriate) be determined by an independent person (“the Expert”) if so required by any of the Parties by notice to the other Parties. 20.2 The Expert shall have been professionally qualified for not less than ten years and the User shall have substantial recent experience in respect of the construction subject matter of the dispute or effect difference and shall be a specialist in relation to such subject matter. 20.3 The Expert shall be appointed by agreement between the Parties or, failing such agreement within 10 Working Days of this Agreement or the rights duties and liabilities notice referred to in clause 20.1 shall be appointed on the application of either of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each by such one of the following persons as the Parties within 5 business days shall agree to be appropriate having regard to the nature of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In dispute or difference in question: 20.3.1 the event that a Relevant Event cannot be settled by Chairman for the directors (or their nominees) within 5 business days time being of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply.Bar Council; 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party by 20.3.2 the President or other duly appointed officer for the time being of such UK professional body as the parties may agree or in the absence Royal Institution of agreement:Chartered Surveyors; or 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by 20.3.3 the President or other authorised officer of for the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer time being of the Institute of Chartered Accountants in England and Wales; and. 10.2.3 20.4 If within 15 Working Days after service of the notice referred to in clause 20.1 the Parties have been unable to agree which of the persons referred to in clause 20.3 is appropriate to appoint the Expert, the Expert will be appointed, on the application of either of the Parties by the President for the time being of the Law Society or his duly appointed deputy or any other person authorised by him to make appointments on his behalf. 20.5 Whenever the Expert is to be appointed under this clause he shall act as an expert and not as an arbitrator and the following provisions shall have effect: 20.5.1 the Expert’s decision shall be final and binding upon the Parties save in the case of all other disputes concerning manifest error; 20.5.2 the operation and maintenance Expert shall consider, inter alia, but shall not be bound by, any written representations on behalf of the Network or the provision of the ServicesParties made within such time limits as he shall specify, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent which time limits shall be as appropriate short as he shall consider practicable in the circumstances; 20.5.3 the Expert shall make available to each Party copies of the other Party’s representations and allow the other Party to make further written representations thereon to which clause 20.5.2 shall apply; 20.5.4 upon receipt of any such representations the Expert shall forthwith inspect the relevant part of the Land if necessary and give notice of his instructions, if any, to the Parties and, if he shall so require, invite them or their advisers to attend his inspection and to make oral representations thereat; 20.5.5 the Expert shall as quickly as possible thereafter notify the Parties in writing of his determination of the dispute or difference referred to him; 20.5.6 the Parties shall use all reasonable endeavours to procure that the Expert shall give his decision with reasons as speedily as possible; and 20.5.7 the costs of appointing the Expert and his costs and disbursements in connection with duties under this Indemnity shall be shared between the Parties in such proportions as the Expert shall determine or in the absence of such determination equally between them. 10.3 Each 20.6 If the Expert shall die or be or become unwilling or incapable of acting or in the Parties reasonable opinion of either Party shall delay his determination or if for any reason he shall not deliver his decision, either party shall be entitled to provide apply to the Expert with such information and such written representation as may be necessary to assist in President for the determination time being of the dispute relevant professional institution to discharge the expert and appoint another in question provided such information and/or representations are made within 30 days of the date of the referralhis place. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and the User in respect of the construction or effect 14.1. Where a provision of this Agreement or expressly provides for the rights duties referral by a Party of any matter in dispute to an Expert, the following provisions shall apply: 14.1.1. the Expert shall act as an expert and liabilities of not as an arbitrator and shall decide those matters referred to him using his skill, experience and knowledge, and with regard to all such other matters as he in his sole discretion considers appropriate; 14.1.2. if the Parties hereunder or any matter or event connected with or arising out cannot agree upon the selection of this Agreement (a "Relevant Event") an Expert, the Expert shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party determined by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales; 10.2.2 in the case of a dispute as 14.1.3. all references to the sum payable under this Agreement Expert shall be made in writing by either Party with notice to the President or other authorised officer of the Institute of Chartered Accountants in England being given contemporaneously, and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide promptly supply the Expert with such documents and information and such written representation as he may be necessary to assist in request when considering any referral; 14.1.4. the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled requested to seek expert evidence at use his discretion as best endeavours to give his decision upon the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to question before him as soon as is reasonably practicable possible in writing following its referral to him, his decision shall, in the absence of fraud or manifest error, be final and unless binding upon the 14.1.5. if the Expert wishes to obtain independent professional and/or technical advice in connection with the question before him, he shall first provide the Parties with details of the name, organisation and estimated fees of the professional or technical adviser and he may then engage such advisers with the consent of the Parties (which consent shall not be unreasonably withheld or delayed) for the purposes of obtaining such professional and/or technical advice as he may reasonably require; 14.1.6. the Expert shall not be held liable for any act or omission, and his written decision will be given without any liability on the Expert’s part to either Party, unless it shall be shown that he acted fraudulently or in bad faith; 14.1.7. save to the extent otherwise agree within 45 days expressly provided herein, pending the determination by the Expert, the Parties shall continue to the extent possible to perform their obligations; and 14.1.8. the Expert shall at his discretion be entitled to order that the costs of his appointmentthe reference of a dispute to him shall be paid by the Parties in whatever proportions he thinks fit.

Expert Determination. 10.1 All disputes 6.1 If the Dispute relates to any aspect of the technology underlying the Testing or differences which shall at anytime hereafter arise between EGT otherwise relates to an ICT technical, financial technical or other technical nature as the parties agree and the User in respect dispute has not been resolved using the Escalation Process, then the parties may, as an alternative final and binding means of dispute resolution, by written agreement, refer the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue Dispute to an Expert and for determination. 6.2 The Expert shall be appointed by agreement in writing between the Parties fail parties, but in the event of a failure to nominate or agree such Expert within 10 daysWorking Days, then or if the person appointed is unable or unwilling to act, the Expert may shall be nominated at appointed on the request instructions of either Party by the President president of the British Computer Society (or any other duly appointed officer of such UK professional body as association that the parties may agree reasonably understand to have replaced it) in relation to a technical Dispute, or to the president of the Law Society in relation to all other Disputes. 6.3 The Expert shall act on the following basis: 6.3.1 he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; 6.3.2 the Expert's determination shall (in the absence of agreement:a material failure to follow the agreed procedures) be final and binding on the parties; 10.2.1 6.3.3 the Expert shall decide the procedure to be followed in the case determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; 6.3.4 any amount payable by one party to another as a dispute as result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and Walesparties; 10.2.2 6.3.5 the process shall be conducted in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England private and Walesshall be confidential; and 10.2.3 in 6.3.6 the case of all other disputes concerning Expert shall determine how and by whom the operation and maintenance costs of the Network or the provision of the Servicesdetermination, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstancesincluding his/her fees and expenses, are to be paid. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.

Expert Determination. 10.1 All disputes or differences (a) Any Dispute with respect to any matter which is of a technical nature shall at anytime hereafter arise between EGT and the User in respect instance of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall party be referred to a director (or his nominee) person agreed between the parties, Back to Contents and, in default of each of the Parties agreement within 5 business days Business Days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred notice from any party to the Parties' directors then if both other calling upon the Parties other so decide to agree, to a person chosen on the provision application of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party any party by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer time being of the Institute of Chartered Accountants Accountants. For the purpose of this Clause 34.2 (Expert determination) a matter shall be deemed to be of a "technical nature" if it relates to or arises in England relation to a dispute concerning the meaning of any individual element forming part of the definition of the "ROW Business", "Specified Catalyst", "Uniqema Excluded Technology" (all used in this Agreement), "Other Products" (used in the Deed of Restrictive Covenant), "HTDO Background", "HTDO Foreground"", "Ruthenium Technology", "University Field" and Wales"Synetix Field" (all used in the IP Agreement), the categorisation of "Technical Information" or any matter falling within the scope of Clauses 21.5 (Allocation of Technical Information), 21.6 (Uncategorised Technical Information) or 21.7 (ICI's access to verify Technical Information) or any matter falling within Schedule 4 (Intellectual Property). (b) Such person: (i) shall act as an expert and not as an arbitrator; (ii) shall decide on the procedure to be followed in the determination (provided that, in any event, he shall give all parties a full opportunity of making such representations as they may reasonably require) and be required to deliver his determination in writing to the parties within 20 Business Days of this appointment; and 10.2.3 in (iii) may, if he thinks fit, award interest at the case of all Agreed Rate on any amount which is determined to be payable by one party to the other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of from the date of the referralDispute Notice. 10.4 (c) The Expert decision of such expert shall be entitled to seek final and binding. The costs of such expert evidence at his discretion as shall be in the expert's discretion. In default of a determination by the expert they shall be borne equally by the parties. Each party shall provide to the circumstances relating expert all information reasonably requested by him to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a aid his determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointmentdispute.

Expert Determination. 10.1 All disputes 15.1 Save as otherwise provided for in this Agreement, and save for any dispute which is referred to adjudication under the Construction Xxx 0000, any dispute or differences difference which shall at anytime hereafter arise between EGT and the User in respect of parties as to the construction or effect of this Agreement or as to the rights respective rights, duties and liabilities obligations of the Parties hereunder parties under or as to any other matter or event connected with or arising out of or connected with the subject matter of this Agreement shall if either the Landlord or the Tenant so requires at any time by notice served on the other (a "Relevant Event"the “Notice”) shall be referred to a director the decision of an expert (the “Expert”). 15.2 The Expert shall be appointed by agreement between the Landlord and the Tenant or his nominee) of each if within five working days after service of the Parties within 5 business days Notice the Landlord and the Tenant have been unable to agree then on the application of either the Landlord or the Tenant by such one of the Relevant Event arising following as the Landlord and they the Tenant shall endeavour agree to reach a mutually acceptable solution. In be appropriate having regard to the event that a Relevant Event cannot be settled nature of the dispute or difference in question: 15.2.1 the President for the time being of the Law Society; 15.2.2 the President for the time being of the Royal Institute of British Architects; 15.2.3 the President for the time being of the Royal Institution of Chartered Surveyors or (in each such case) the duly appointed deputy of such President or any other person authorised by him to make appointments on this behalf. 15.3 If within 10 working days after service of the directors (or their nominees) within 5 business days Notice the Landlord and the Tenant have been unable to agree which of it being the persons referred to in paragraph 13.2 is appropriate to appoint the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may shall be nominated at appointed on the request application of either Party the Landlord or the Tenant by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales;or his duly appointed deputy or any other person authorised by him to make appointments on his behalf. 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer 15.4 The costs of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled determined by the Expert but in the event of any failure to seek expert evidence at his discretion as to determine the circumstances relating to same the dispute between costs shall be borne in equal shares by the Parties and the most expeditious method of its resolutionparties. 10.5 The Expert shall 15.5 One party may pay the costs required to be required borne by another party if they remain unpaid for 21 days after they become due and then recover these and any incidental expenses incurred from the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointmentother party on demand.

Expert Determination. 10.1 All disputes 25.1 If any dispute or differences which difference shall at anytime hereafter arise between EGT and the User in respect of parties as to the construction or effect meaning of this Agreement or the rights their respective rights, duties and liabilities of the Parties hereunder obligations under this Agreement or as to any matter or event connected with or arising out of or in connection with the subject matter of this Agreement including the refusal or withholding of any consent or failure to agree a matter stated to be subject to agreement and unless this Agreement expressly provides otherwise either party may by notice in writing to the other party (a "Relevant EventDispute Notice") refer any issues between them at the Owner and Xxxxxxxxx ’s expense to an independent professionally qualified expert to be agreed by both parties (the "Expert"). The Dispute Notice shall set out the terms with which the party giving the Dispute Notice disagrees and, in detail, the reasons for that disagreement. 25.2 The Expert shall be referred to a director agreed by the parties or, failing agreement within 10 (or his nomineeten) of each Working Days of the Parties within 5 business days of the Relevant Event arising and they Dispute Notice being given, an independent expert shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society on the following basis: (i) if such dispute shall relate to matters concerning the construction, interpretation and/or the application of England and Walesthis Agreement the Expert shall be a barrister or a solicitor; 10.2.2 in (ii) if such dispute shall relate to matters necessitating any calculation or otherwise concerning a financial aspect of this Agreement the case of Expert shall be a chartered accountant; (iii) if such dispute as shall relate to the sum payable under this Agreement by valuation of any interest or estate in any part of the Site the Expert shall be a chartered surveyor; (iv) in any other case the Expert shall be (at the discretion of the President or other authorised officer of the Chartered Institute of Chartered Accountants Arbitration) a chartered civil engineer; or (v) if the Expert nominated under such application shall die or decline to act another Expert may be appointed in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstanceshis place. 10.3 Each of the Parties 25.3 The Expert shall be entitled to provide the Expert with such information act as an expert and such written representation not as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made an arbitrator. 25.4 The parties shall, within 30 days 10 (ten) Working Days of the date of the referralnotification of the Expert's appointment, make written submissions to the Expert and/or send documents to him. The Expert shall, but is not obliged to, send copies of one party's submissions to the other for comment. In addition, the parties shall if requested make available to the Expert any documentation which the Expert, in his absolute discretion, considers necessary or helpful in reaching his decision on the issues between the parties. 10.4 25.5 The Expert’s decision shall be final and binding on the parties. The Expert shall be entitled to seek expert evidence at give reasons for his discretion as to the circumstances relating to the dispute between the Parties decision and the most expeditious method of its resolution. 10.5 The Expert his costs shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of in his appointment.award.‌‌‌

Expert Determination. 10.1 All disputes or differences 18.1 If any dispute (which shall is, pursuant to the provisions of this Agreement, referable to an Expert) arises between the parties to this Agreement either of the parties may at anytime hereafter arise between EGT any time give to the other written notice requiring the dispute to be determined by an expert and the User in respect following provisions shall apply: 18.1.1 the parties shall use reasonable endeavours to agree the identity of the construction or effect of this Agreement or Expert but if the rights duties and liabilities parties are unable to agree on the identity of the Parties hereunder Expert, or any matter or event connected with or arising out have not so agreed, within seven days of this Agreement (either party serving details of a "Relevant Event") suggested expert on the other, either party shall then be entitled to request the President for the time being of the Royal Institute of Chartered Surveyors to appoint the Expert 18.1.2 the Expert shall be referred required to prepare a director written decision and give notice (or his nomineeincluding a copy) of each the decision to the parties within a maximum of one month of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it matter being referred to the Parties' directors then Expert 18.1.3 if both the Parties so decide Expert dies or becomes unwilling or incapable of acting, or does not deliver the provision decision within the time required by this Xxxxxx then: (a) either party may apply to the President for the time being of Clause 10.2 shall apply. 10.2 If both Parties agree the Royal Institution of Chartered Surveyors/Law Society to refer an issue to an discharge the Expert and to appoint a replacement Expert with the Parties fail required expertise; and (b) this Clause applies in relation to nominate the new Expert as if he were the first Expert appointed 18.1.4 all matters under this Clause must be conducted, and the Expert’s decision shall be written, in the English language 18.1.5 the parties are entitled to make written submissions only to the Expert and will provide (or agree procure that others provide) the Expert with such assistance and documents as the Expert within 10 daysreasonably requires for the purpose of reaching a decision 18.1.6 to the extent not provided for by this Clause 18, then the Expert may be nominated at with the request prior written consent of either Party by the President or other duly appointed officer of such UK professional body as the parties determine other procedures to assist with the conduct of the determination as he considers just or appropriate 18.1.7 the Expert shall act as an expert and not as an arbitrator in determining any matter referred to him under this agreement which may agree including any issue involving the interpretation of any related provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding in the absence of agreement:manifest error or fraud 10.2.1 18.1.8 each party shall bear its own costs in the case of a dispute as relation to the interpretation or construction reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of this Agreement, any advisors appointed by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement Expert) shall be borne by the President parties equally or in such other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent proportions as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referralshall direct. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.

Expert Determination. 10.1 All disputes or differences 23.1 If any dispute arises between the parties in connection with this agreement which shall the parties are unable to resolve between themselves acting in good faith within 30 Business Days (the "Dispute"), then the Dispute shall, at anytime hereafter arise between EGT and the User in respect instance of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall party, be referred to a director the determination by an independent expert (or his nomineethe "Expert") of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred pursuant to the Parties' directors then if both the Parties so decide the provision following provisions of Clause 10.2 shall applythis Clause. 10.2 If both Parties 23.2 The Expert shall be appointed by agreement between the parties within five (5) Business Days of receipt of written notice from any party to the other party calling upon the other party to agree to refer an issue to an Expert such appointment or, in default of such agreement and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at on the request of either Party any party, by the President or other duly appointed officer president for the time being of The Royal Institution of Chartered Surveyors, who shall be requested to appoint as soon as possible following receipt of such UK professional body request an Expert who is a surveyor qualified for at least ten (10) years and who has suitable qualifications and experience to make such a determination. 23.3 The Expert's determination shall be made in writing as soon as reasonably possible and in any event not later than thirty (30) Business Days (or such other period of time as may be agreed between the parties may agree or in writing) after the absence appointment of agreement:the Expert. The Expert shall include with his determination his reasons for so determining. 10.2.1 23.4 The Expert shall act as an expert and not as an arbitrator and (save in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in manifest error) the determination of the dispute in question provided such information and/or representations are made within 30 days of Expert shall be final and binding on the date of the referralparties. 10.4 23.5 The Expert shall be entitled to seek expert evidence at his discretion obtain such independent professional and technical advice as he may reasonably require to assist him in determining the circumstances relating Dispute referred to the dispute between the Parties and the most expeditious method of its resolutionhim. 10.5 23.6 The fees, costs and expenses of the Expert shall be required allotted between the parties in such manner as the Expert shall in his absolute discretion determine. 23.7 Within five (5) Business Days (or such other period of time as may be agreed between the parties in writing) of the Expert being appointed, the parties shall submit to the Expert all such information, data and submissions as are requested by the Parties Expert, to reach enable the Expert to make a determination on the Dispute. The Expert shall, as one of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days terms of his appointment, keep all such information, data and submissions confidential. 23.8 Any sum which the Expert awards to be paid by one party to another as a result of the Expert's decision shall be paid within thirty (30) Business Days of the Expert's decision to make such award and Clause 24 shall apply to any failure to pay on or before the expiry of that period.

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and (1) If the User Parties are unable to achieve an agreement in respect relation to any of the construction matters listed in this Section, or effect to any other matter which is otherwise expressly stated in this Royalty Agreement to be referable to an Expert, one Party may give the other Party a written notice of referral to Expert determination: (a) whether certain Materials qualify as Products for the purposes of calculating the Royalty; or (b) to determine the Liquidated Amount; or (c) to determine the Royalty Net Present Value; or (d) to determine the Market Value; (each referred to as an “Expert Dispute”), and for the avoidance of doubt, a Dispute relating to rights and obligations regarding the Royalty, other than as described in this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement Section 12.3(1), shall not be an Expert Dispute. (a "Relevant Event"2) The Expert shall be referred to a director (or his nominee) of each of appointed by agreement between the Parties within 5 business ten (10) days after either Party receives a notice of referral of Expert Dispute pursuant to Section 12.3(1) from the other Party of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree Dispute, failing such Expert within 10 days, then the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body as the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer International Centre for Expertise of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstancesICC. 10.3 Each of (3) The Expert shall have the Parties shall be entitled power to provide the determine an Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 Dispute. The Expert shall be entitled to seek expert evidence determine the procedure to be followed in arriving at his discretion as to or her determination (in the circumstances relating to the dispute absence of agreement between the Parties and the most expeditious method of its resolution. 10.5 Parties). The Expert shall be required entitled to retain legal, technical or other advisers as needed to reach his or her determination. (4) The Expert shall use reasonable efforts to deliver a determination within twenty (20) Business Days of his or her appointment and shall give written reasons for such determination, transmitted to the Parties by email on the date of his or her determination. Any sum awarded shall be paid by the applicable Party within fourteen (14) days after the date of the determination and the Parties must do all things necessary to reach a give effect to and comply with the determination of the issues referred Expert (including, if applicable, instructing the auditor to him make an Adjustment). (5) The Expert’s determination shall be final and binding, save in the case of fraud or manifest error. (6) The Expert shall act in the capacity of an expert, not an arbitrator. (7) The Expert shall have the power to award costs as soon well as is reasonably practicable and interest on any sums awarded as he or she shall think appropriate. The fees of the Expert shall be shared equally unless the Parties otherwise agree within 45 days of his appointmenthe or she determines otherwise.

Expert Determination. 10.1 All disputes or differences which shall at anytime hereafter arise between EGT and the User in respect of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") 17.4.1 No Dispute shall be referred to an Expert for determination before the expiry of 10 Working Days from the date of service of a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour notice requiring a Dispute to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both relevant Senior Representatives of the Parties so decide the provision of Clause 10.2 shall applyparties for resolution. 10.2 If both Parties agree 17.4.2 A Party wishing to refer an issue have a Dispute referred to an Expert for determination shall give notice in writing to that effect to the other relevant Party or Parties. The notice shall contain sufficient particulars of the Dispute to be referred to the Expert to allow the other Party or Parties to understand the nature of the Dispute and the profession or discipline of the Expert who is to be appointed. 17.4.3 The Parties fail shall agree the identity of the Expert to nominate or agree such Expert be appointed. In default of agreement within 10 days, then Working Days of the date of service of a notice referring a Dispute to an Expert for determination the Expert may shall be nominated at appointed on the request application of either any Party by the Chairman or President or other duly appointed officer of such UK professional body as the parties case may agree or be for the time being of the Appointing Body named in the absence of agreementclause 17.4.4 below. 17.4.4 The "Appointing Body" shall be: 10.2.1 (a) For financial disputes: The Chartered Institute of Public Finance Accountancy in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and Wales; 10.2.2 in the case of a dispute as to the sum payable under this Agreement (b) For technical disputes nominated by the President or Vice President or other duly authorised officer of the Institute either The Royal Institution of Chartered Accountants in England Surveyors; (c) For land valuation and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, use disputes: nominated by the President or Vice President or other duly authorised officer of the The Royal Institution of Electrical Engineers or equivalent as appropriate in the circumstancesChartered Surveyors. 10.3 17.4.5 The Expert shall act as an expert and not as an arbitrator, and the provisions of the Arbitration Act 1996 and the law relating to arbitration shall not apply to the Expert or his determination or the procedure by which he reaches his determination. 17.4.6 The Expert shall determine the Dispute referred to him acting impartially and in good faith. The Expert shall establish the procedural rules to be applied to the determination which must accord with the following:- (a) Each of Party will be entitled to make submissions to the Expert and to supply the Expert with data and information which it considers to be relevant. (b) The Expert may request any Party to provide him with such other written or other statements, documents or information as he may require in order to determine the Dispute referred to him and the Parties shall comply promptly with any such request. (c) Communications from a Party to the Expert or from the Expert to a Party shall be copied to all other Parties to the Dispute at the same time and by the same method. (d) The Expert will be entitled to provide make such site visits or inspections as he considers are necessary or appropriate. (e) The Expert shall not take into consideration any document or statement which has not been made available to the other relevant Parties to comment upon; and (f) A failure by a Party to respond to any request or direction by the Expert shall not invalidate the Expert's determination. 17.4.7 Unless a shorter period is agreed between the Parties at the time of the Expert's appointment the Expert must give his determination in writing with reasons within 30 Working Days of his appointment. The Expert's statement of reasons for his determination shall identify the documentation, investigations and other evidence considered by the Expert in arriving at his determination. 17.4.8 The Expert's time for reaching his determination may be extended by a period of 10 Working Days with the consent of the referring Party or by such information and such written representation longer period as may be necessary agreed by the relevant Parties. 17.4.9 The fees and expenses of the Expert shall be borne by the relevant Parties to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of equal shares unless the date of the referral. 10.4 Expert otherwise determines in his decision. The Expert shall be entitled have jurisdiction to seek expert evidence at his discretion as direct the payment by the unsuccessful Party to the circumstances relating successful Party in any reference of a Dispute to an Expert for destination of the dispute successful Party's legal costs of such reference. The amount of such costs shall be agreed between the relevant Parties if possible and the most expeditious method in default of its resolution. 10.5 The Expert agreement shall be required assessed by the Parties to reach a determination of Court on the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointmentstandard basis.

Expert Determination. 10.1 All disputes 15.1 Save as otherwise provided for in this Agreement any dispute or differences difference which shall at anytime hereafter arise between EGT and the User in respect of parties as to the construction or effect of this Agreement or as to the respective rights duties and liabilities obligations of the Parties hereunder parties under or as to any other matter or event connected with or arising out of or connected with the subject matter of this Agreement shall if either the Landlord or the Tenant so requires at any time by notice served on the other (a "Relevant Eventthe Notice") shall be referred to a director the decision of an expert ("the Expert") 15.2 The Expert shall be appointed by agreement between the Landlord and the Tenant or his nominee) of each if within 5 working days after service of the Parties within 5 business days Notice the Landlord and the Tenant have been unable to agree then on the application of either the Landlord or the Tenant by such one of the Relevant Event arising following as the Landlord and they the Tenant shall endeavour agree to reach a mutually acceptable solution. In be appropriate having regard to the event that a Relevant Event cannot be settled nature of the dispute or difference in question: 15.2.1 the President for the time being of the Law Society 15.2.2 the President for the time being of The Royal Institute of British Architects 15.2.3 the President for the time being of The Royal Institution of Chartered Surveyors or (in each such case) the duly appointed deputy of such President or any other person authorised by him to make appointments on this behalf 15.3 If within 10 working days after service of the directors (or their nominees) within 5 business days Notice the Landlord and the Tenant have been unable to agree which of it being the persons referred to in paragraph 15.2 is appropriate to appoint the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may shall be nominated at appointed on the request application of either Party the Landlord or the Tenant by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society of England and Wales;or his duly appointed deputy or any other person authorised by him to make appointments on his behalf 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer 15.4 The costs of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide the Expert with such information and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled determined by the Expert but in the event of any failure to seek expert evidence at his discretion as to determine the circumstances relating to same the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert costs shall be required borne in equal shares by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointment.parties

Expert Determination. 10.1 All disputes 4.1 If the Dispute relates to any aspect of the technology underlying the provision of the Available Services or differences which shall at anytime hereafter arise between EGT otherwise relates to an ICT technical, financial technical or other aspect of a technical nature as the parties to the Dispute agree and the User Dispute has not been resolved by discussion or mediation pursuant to Paragraph 2 (Commercial Negotiation) or 3 (Mediation), then either party to the Dispute may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. 4.2 The Expert shall be appointed by agreement in writing between the parties to the Dispute, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the president of: (a) the BCS: The Chartered Institute for IT, in relation to an ICT technical Dispute; or (b) the Law Society, in respect of the construction or effect of this Agreement or the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall applyall other Disputes. 10.2 If both Parties agree to refer 4.3 The Expert shall act on the following basis: (a) he/she shall act as an issue to expert and not as an Expert arbitrator and shall act fairly and impartially; (b) the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body as the parties may agree or Expert's determination shall (in the absence of agreement: 10.2.1 in a material failure to follow the case of a dispute as agreed procedures) be final and binding on the parties to the interpretation or construction of this Agreement, by the President or other authorised officer of the Law Society of England and WalesDispute; 10.2.2 in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer of the Institute of Chartered Accountants in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstances. 10.3 Each of the Parties shall be entitled to provide (c) the Expert with such information and such written representation as may shall decide the procedure to be necessary to assist followed in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert and shall be entitled requested to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method make his/her determination within thirty (30) Working Days of its resolution. 10.5 The Expert shall be required by the Parties to reach a determination of the issues referred to him his/her appointment or as soon as is reasonably practicable thereafter and unless the Parties otherwise agree parties to the Dispute shall assist and provide the documentation that the Expert requires for the purpose of the determination; (d) any necessary remedial acts and/or any amount payable by one Party to the Dispute to another as a result of the Expert's determination shall be due and payable within 45 days of his appointment.twenty

Expert Determination. 10.1 All disputes 25.1 If any dispute or differences which difference shall at anytime hereafter arise between EGT and the User in respect of parties as to the construction or effect meaning of this Agreement or the rights their respective rights, duties and liabilities of the Parties hereunder obligations under this Agreement or as to any matter or event connected with or arising out of or in connection with the subject matter of this Agreement including the refusal or withholding of any consent or failure to agree a matter stated to be subject to agreement and unless this Agreement expressly provides otherwise either party may by notice in writing to the other party (a "Relevant EventDispute Notice") refer any issues between them at the Owner and Developer ’s expense to an independent professionally qualified expert to be agreed by both parties (the "Expert"). The Dispute Notice shall set out the terms with which the party giving the Dispute Notice disagrees and, in detail, the reasons for that disagreement. 25.2 The Expert shall be referred to a director agreed by the parties or, failing agreement within 10 (or his nomineeten) of each Working Days of the Parties within 5 business days of the Relevant Event arising and they Dispute Notice being given, an independent expert shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society on the following basis: (i) if such dispute shall relate to matters concerning the construction, interpretation and/or the application of England and Walesthis Agreement the Expert shall be a barrister or a solicitor; 10.2.2 in (ii) if such dispute shall relate to matters necessitating any calculation or otherwise concerning a financial aspect of this Agreement the case of Expert shall be a chartered accountant; (iii) if such dispute as shall relate to the sum payable under this Agreement by valuation of any interest or estate in any part of the Site the Expert shall be a chartered surveyor; (iv) in any other case the Expert shall be (at the discretion of the President or other authorised officer of the Chartered Institute of Chartered Accountants Arbitration) a chartered civil engineer; or (v) if the Expert nominated under such application shall die or decline to act another Expert may be appointed in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstanceshis place. 10.3 Each of the Parties 25.3 The Expert shall be entitled to provide the Expert with such information act as an expert and such written representation not as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made an arbitrator. 25.4 The parties shall, within 30 days 10 (ten) Working Days of the date of the referralnotification of the Expert's appointment, make written submissions to the Expert and/or send documents to him. The Expert shall, but is not obliged to, send copies of one party's submissions to the other for comment. In addition, the parties shall if requested make available to the Expert any documentation which the Expert, in his absolute discretion, considers necessary or helpful in reaching his decision on the issues between the parties. 10.4 25.5 The Expert’s decision shall be final and binding on the parties. The Expert shall be entitled to seek expert evidence at give reasons for his discretion as to the circumstances relating to the dispute between the Parties decision and the most expeditious method of its resolution. 10.5 The Expert his costs shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of in his appointmentaward.

Expert Determination. 10.1 All disputes 26.1 If any dispute or differences which difference shall at anytime hereafter arise between EGT and the User in respect of parties as to the construction or effect meaning of this Agreement or the rights their respective rights, duties and liabilities of the Parties hereunder obligations under this Agreement or as to any matter or event connected with or arising out of or in connection with the subject matter of this Agreement including the refusal or withholding of any consent or failure to agree a matter stated to be subject to agreement and unless this Agreement expressly provides otherwise either party may by notice in writing to the other party (a "Relevant EventDispute Notice") refer any issues between them at the Developer’s expense to an independent professionally qualified expert to be agreed by both parties (the "Expert"). The Dispute Notice shall set out the terms with which the party giving the Dispute Notice disagrees and, in detail, the reasons for that disagreement. 26.2 The Expert shall be referred to a director agreed by the parties or, failing agreement within 10 (or his nomineeten) of each Working Days of the Parties within 5 business days of the Relevant Event arising and they Dispute Notice being given, an independent expert shall endeavour to reach a mutually acceptable solution. In the event that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree to refer an issue to an Expert and the Parties fail to nominate or agree such Expert within 10 days, then the Expert may be nominated at the request of either Party by the President or other duly appointed officer of such UK professional body as for the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer time being of the Law Society on the following basis: (i) if such dispute shall relate to matters concerning the construction, interpretation and/or the application of England and Walesthis Agreement the Expert shall be a barrister or a solicitor; 10.2.2 in (ii) if such dispute shall relate to matters necessitating any calculation or otherwise concerning a financial aspect of this Agreement the case of Expert shall be a chartered accountant; (iii) if such dispute as shall relate to the sum payable under this Agreement by valuation of any interest or estate in any part of the Site the Expert shall be a chartered surveyor; (iv) in any other case the Expert shall be (at the discretion of the President or other authorised officer of the Chartered Institute of Chartered Accountants Arbitration) a chartered civil engineer; or (v) if the Expert nominated under such application shall die or decline to act another Expert may be appointed in England and Wales; and 10.2.3 in the case of all other disputes concerning the operation and maintenance of the Network or the provision of the Services, by the President or other authorised officer of the Institution of Electrical Engineers or equivalent as appropriate in the circumstanceshis place. 10.3 Each of the Parties 26.3 The Expert shall be entitled to provide the Expert with such information act as an expert and such written representation not as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made an arbitrator. 26.4 The parties shall, within 30 days 10 (ten) Working Days of the date of the referralnotification of the Expert's appointment, make written submissions to the Expert and/or send documents to him. The Expert shall, but is not obliged to, send copies of one party's submissions to the other for comment. In addition, the parties shall if requested make available to the Expert any documentation which the Expert, in his absolute discretion, considers necessary or helpful in reaching his decision on the issues between the parties. 10.4 26.5 The Expert’s decision shall be final and binding on the parties. The Expert shall be entitled to seek expert evidence at give reasons for his discretion as to the circumstances relating to the dispute between the Parties decision and the most expeditious method of its resolution. 10.5 The Expert his costs shall be required by the Parties to reach a determination of the issues referred to him as soon as is reasonably practicable and unless the Parties otherwise agree within 45 days of in his appointmentaward.

Expert Determination. 10.1 All disputes (a) If the Calculations Dispute has not been agreed or differences which shall at anytime hereafter arise between EGT and the User in respect settled within twenty (20) Business Days of the construction or effect of this Agreement or Escalation Referral, either Party may notify the rights duties and liabilities of the Parties hereunder or any matter or event connected with or arising out of this Agreement (a "Relevant Event") shall be referred to a director (or his nominee) of each of the Parties within 5 business days of the Relevant Event arising and they shall endeavour to reach a mutually acceptable solution. In the event other that a Relevant Event cannot be settled by the directors (or their nominees) within 5 business days of it being referred to the Parties' directors then if both the Parties so decide the provision of Clause 10.2 shall apply. 10.2 If both Parties agree intends to refer an issue the matter to an Expert and (an “Expert Referral Notification”). (b) The Parties shall use best endeavours to agree upon an Expert within ten (10) Business Days of the Expert Referral Notification. If the Parties fail are unable to nominate or agree such upon an Expert within 10 dayssuch period, then the Expert may shall be nominated at appointed: (i) by either (as applicable, depending upon the request of either Party by the President or other duly appointed officer of such UK professional body as the parties may agree or in the absence of agreement: 10.2.1 in the case of a dispute as to the interpretation or construction of this Agreement, by the President or other authorised officer nature of the Law Society of England and Wales; 10.2.2 Calculations Dispute) the then-President (or a person in the case of a dispute as to the sum payable under this Agreement by the President or other authorised officer an equivalent position) of the Institute of Chartered Accountants in England and WalesWales or the Institute and Faculty of Actuaries; andor (ii) if such President fails to do so, in accordance with the London Court of International Arbitration (“LCIA”) Arbitration Rules. 10.2.3 (c) The process for resolution of the Calculations Dispute shall be determined by the Expert, who shall act as an expert and not as an arbitrator. The Expert may, in turn, appoint or hire other experts at his discretion. (d) The Parties shall have the right to make representations to the Expert within the process for resolution of the Calculations Dispute determined by such Expert. (e) The decision of the Expert shall, in the case absence of manifest error, be binding and final on the Parties. (f) All costs incurred by the relevant Expert (and, if any, all other disputes concerning the operation and maintenance of the Network experts appointed or the provision of the Services, hired by the President or other authorised officer of Expert) shall be borne by the Institution of Electrical Engineers or equivalent as appropriate Parties in equal shares unless the circumstancesExpert determines otherwise. 10.3 (g) Each of Party shall, upon any request by the Parties shall be entitled to Expert, provide the Expert with such information that is within its possession or control and such written representation as may be necessary to assist in the determination of the dispute in question provided such information and/or representations are made within 30 days of the date of the referral. 10.4 The Expert shall be entitled to seek expert evidence at his discretion as to the circumstances relating to the dispute between the Parties and the most expeditious method of its resolution. 10.5 The Expert shall be which has been reasonably required by the Expert, to the extent that such provision is within such Party’s power (without contravention of any law or rule, regulation or direction of any governmental or regulatory authority or any binding agreement). (h) The Parties shall use all reasonable endeavours to reach a determination of ensure that the issues referred to him as soon as Expert will give his decision within thirty (30) Business Days from the date when the Expert is reasonably practicable and unless the Parties otherwise agree within 45 days of his appointmentfirst appointed.