Common use of Expert Determination Clause in Contracts

Expert Determination. Unless Sub-clause (a) applies or Sub-clause (c) applies, in the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedure: (i) if the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; (ii) the Expert shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless the Parties agree otherwise, each Party shall bear its own costs of a reference to the Expert, and fees and expenses of the Expert shall be borne equally between the Parties.

Expert Determination. Unless Sub-‌ (1) This clause 15.6 only applies if the Dispute is to be determined by expert determination. (2) The Dispute must be determined by an independent expert (Expert) in the relevant field: (a) applies or Sub-clause agreed between and appointed jointly by the parties; or (cb) applies, in the event that a dispute arises under this Contract either Party may require absence of agreement within five (5) Business Days after the Dispute becomes required to be determined by notice expert determination, appointed by the President or other senior officer for the time being of the body administering or expert in writing the relevant field. (3) Each party must comply with all reasonable requests made by an Expert with respect to the other Party that such dispute be referred to an independent third party (an “Expert”) as determination of the Parties jointly nominate in writingDispute, subject to the following procedureincluding: (ia) if attending any meetings or conferences held by the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause Expert; and (b)) providing the Expert with any information relevant to the Dispute. (4) In reaching a determination of a Dispute, the dispute shall be resolved in accordance with Sub-clause (c) below;Expert must: (iia) the Expert shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the Partiesarbitrator; (iiib) proceed in any manner that he or she thinks fit without being bound to observe the rules of natural justice or the rules of evidence; (c) not accept verbal submissions unless both parties are present; (d) on receipt of a written submission from one party, ensure that a copy of that submission is given promptly to the other party; (e) take into consideration all documents, information and other material which the parties give the Expert and which the Expert in its absolute discretion considers relevant to the determination of the Dispute; (f) not be expected or required to obtain or refer to any other documents, information or material (but may do so if the expert so wishes); (g) issue a draft certificate stating the Expert’s intended determination (together with written reasons), giving each party ten (10) business days to make further submissions; (h) issue a final certificate stating the Expert’s determination shall be conducted in accordance (together with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decisionreasons); and (6i) act with expedition with a view to issuing the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointmentfinal certificate as soon as practicable. (iv) Unless the Parties agree otherwise, each Party shall bear its own costs of a reference to the Expert, and fees and expenses of the Expert shall be borne equally between the Parties.

Expert Determination. Unless Sub-clause (a) applies or Sub-clause (c) applies, in the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedure: (i) if the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; (ii) the Expert shall act as an The expert and not as an arbitrator and his decision shall be final and binding upon the Parties; (iii) the Expert’s determination shall must be conducted in accordance with the following rules, unless otherwise agreed by the PartiesInstitute of Arbitrators and Mediators Australia (IAMA) Expert Determination Rules as published from time to time. (b) The expert determination must be conducted: (1i) by an expert agreed upon between the Parties, with that agreement to be reached within five (5) Business Days of the referral pursuant to clause 60.4(f)(i) or such further period as the Department's Deputy Secretary may reasonably determine; or (ii) if the Parties may make written representations within seven (7) days are unable to agree on the identity of the Expert’s appointment and shall copy in full such written representations expert to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence be appointed within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided detailed in this clause 60.5(b) - on the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf application of either Party, by an expert nominated by the President for the time being of IAMA, or such person authorised by the President to make the appointment, where that expert accepts appointment as an expert. (c) The Parties must promptly sign whatever reasonable terms of engagement the expert requires (including any indemnity), but if he one of them does not so he shall give sign, the other Party may engage the opportunity expert by itself. (d) In respect of any Dispute or part of a Dispute that is referred to Expert Determination: (i) the Parties must agree on the terms of reference and the matters to be present; (5) determined by the Expert shall have regard within ten (10) Business Days of the referral pursuant to all representations and evidence before him when making his decisionclause 60.4(f)(i), failing which shall the terms of reference will be clarified in writing, and give full reasons for his decisionaccordance with the IAMA Expert Determination Rules; and (6ii) each Party will bear their own costs associated with the Expert shall use all reasonable endeavours to publish his decision within twenty-eight Determination (28) days and share the costs of his appointmentthe Expert Determination equally), unless the Parties agree otherwise in the terms of reference. (ive) Unless Any information which either Party obtains from the Parties agree otherwise, each Party shall bear its own costs other under this clause 60.5 is taken to be Confidential Information for the purposes of clause 46 and 47. (f) The expert determination will be final and binding on both Parties. (g) Nothing in this clause 60.5 ousts the jurisdiction of a reference court to hear any proceeding brought by either Party in relation to a Dispute or part of a Dispute. (h) The Parties have not fully complied with this clause 60.5 until the Expertearlier of: (i) the conclusion, and fees and expenses or termination by agreement, of the expert determination; or (ii) the expiration of forty (40) Business Days from the date of appointment of an expert if the Dispute or part of the Dispute is not resolved by Expert shall be borne equally between the PartiesDetermination at this date.

Expert Determination. Unless Sub-clause 3.1 If a notice is served by either party pursuant to paragraph 2.3 of this Schedule and the disputed matters are not resolved by the parties before the expiry of the Resolution Period, the parties shall use reasonable endeavours to reach agreement regarding the identity of the person to be appointed as the Expert and to agree terms of appointment with the Expert. 3.2 Except for any procedural and administrative matters, the scope of the Expert’s determination shall be limited to determining the unresolved matters in the Dispute Notice relating to: (a) applies or Sub-clause whether the Draft Statements have been prepared in accordance with the requirements of this Schedule; (b) whether any errors have been made in the preparation of the Draft Statements; and (c) appliesany consequential adjustments, corrections or modifications that are required in order for the Draft Statements to have been prepared in accordance with the requirements of this paragraph 3. 3.3 Each party shall co-operate with the Expert and shall give the Expert reasonable access to any documents, books and records in that party’s possession or control, that the Expert may reasonably require for the purpose of making his or her determination. 3.4 The parties shall be entitled to make submissions to the Expert including oral submissions and each party shall, with reasonable promptness, supply the other party with all 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. 3.5 To the extent not provided for in this paragraph, the Expert may in his or her reasonable discretion determine such other non-substantive procedures to assist with the conduct of his or her determination as he or she reasonably considers just or appropriate. 3.6 Unless otherwise agreed by the parties, the Expert shall be required to make his or her determination in writing (including reasons for his determination) and to provide a copy to each party as soon as reasonably practicable and in any event within thirty (30) calendar days of his or her appointment. 3.7 All matters under this paragraph shall be conducted, and the Expert's decision shall be written, in the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedure:English language. (i) if the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; (ii) the 3.8 The Expert shall act as an expert and not as an arbitrator and his decision arbitrator. 3.9 Save in the event of material error or fraud: (a) the Expert's determination of any matters referred to him or her under this Schedule shall be final and binding upon on the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decisionparties; and (6b) the Expert Draft Statements, subject to any adjustments, corrections or modifications that are necessary to give effect to the Expert's determination in accordance with this Schedule, shall use all reasonable endeavours to publish his decision within twenty-eight (28) days constitute the final Aggregated Net Sales Statement for the purpose of his appointmentthis agreement. (iv) Unless 3.10 The parties shall act reasonably and co-operate to give effect to the Parties agree otherwise, each Party provisions of this clause 3 and shall bear its own costs of a reference not do anything to hinder or prevent the Expert from making his or her determination in accordance with this clause 3. 3.11 No party will disclose to the Expert, and the Expert will not consider for any purpose, any settlement discussions or settlement offer made by any party, unless otherwise agreed in writing by the Seller and the Buyer. 3.12 Each party shall bear and pay its own costs incurred in connection with the Expert's determination pursuant to this paragraph. Notwithstanding the foregoing, the Expert's fees and any costs or expenses incurred in making his or her determination (including the fees and costs of any advisers appointed by the Expert) shall be borne based on the relative determination made by the Expert between the Buyer, on the one hand, and the Seller, on the other hand (e.g., if the Buyer has taken the position that an adjustment of negative US$1,000,000 should be made and the Seller has taken the position that an adjustment of US$500,000 should be made, and the Expert finally determines that the adjustment is US$0, then the Buyer shall pay two thirds (2/3rds) of the fees and expenses of the Expert and the Seller shall be borne equally between pay one third (1/3rd) of the Partiesfees and expenses of the Expert).

Expert Determination. Unless Sub-If either party refers the dispute to expert determination pursuant to clause 25.5(a) (Further resolution process), the expert determination is to be carried out as follows: (a) applies or Sub-within 5 Business Days after the date of the notice under clause 25.5(a) (Further resolution process), the parties must exchange written lists of proposed experts from whom the expert is to be chosen in order of preference; (b) a person that appears on both lists under clause 25.6(a) will be appointed as the expert to determine the dispute and if more than one person appears on both lists the person given the highest order of priority by the party that gave the notice under clause 25.5(a) (Further resolution process) will be appointed; (c) appliesif no person appears on both lists, in the event that parties must request the President of the NSW Chapter of the Institute of Arbitrators and Mediators of Australia to nominate a dispute arises under this Contract either Party person to act as the expert; (d) XxXXX and the MSP must enter into an agreement with the expert on such reasonable terms as the expert may require by notice in writing to provided that the other Party expert must be instructed that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedureexpert: (i) if the Parties fail is to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; (ii) the Expert shall act as an expert and not as an arbitrator arbitrator; (ii) is to proceed in the way, and his determine the rules for the conduct of the expert determination, as the expert thinks fit without being bound to observe the rules of natural justice or the rules of evidence; (iii) is to take into consideration those documents and that information and other material which the parties give to the expert and which in the expert’s opinion are relevant to the determination of the dispute; (iv) need not, but may obtain or refer to any other documents, information or material; (v) must determine the dispute and give written reasons for the decision shall within one month after being appointed; and (vi) must determine what proportion of the costs of the expert determination is to be paid by each party; (e) the determination of the expert must be given to the parties in writing and will be final and binding upon the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copyparties, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion absence of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decisionmanifest error; and (6f) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless the Parties agree otherwise, each Party shall parties must bear its their own costs of a reference to in connection with the Expert, expert determination proceedings and fees and expenses must pay an equal portion of the Expert shall be borne equally between cost of the Partiesexpert unless the expert determines otherwise.

Expert Determination. Unless Sub-clause (a) applies 18.7.1 Disputes which are of a technical nature in respect of the Services, or Sub-clause (c) appliesany Additional Service, shall be submitted to the Expert for resolution as set forth below. 18.7.2 The expert shall be an engineer with extensive experience in the event construction and operation of renewable energy facilities similar to the Facility (the "Expert"). The Expert shall be chosen by the Parties or, failing agreement between the Parties, by the ICC Rules. The Expert shall not be a national of Jordan or of the jurisdiction of incorporation of the parent of the Project Company or the Independent Engineer, or of equity holders holding fifty percent (50%) or more of the voting securities (or their nearest equivalent if there are no such equity securities) of the Project Company or its parent, or the Independent Engineer or its parent. 18.7.3 Consideration of a dispute by the Expert shall be initiated by the Party seeking consideration of the dispute by concurrently submitting to both the Expert and the other Party written materials setting forth (i) a description of the dispute; (ii) a statement of the Party's position and whether a hearing is requested by such Party; and (iii) copies of records supporting the Party's position. 18.7.4 Within ten (10) Days of the date that a dispute arises under this Contract either Party has submitted the materials described in Article 18.7.3, the other Party may require by notice in writing submit to the Expert (and if submitted to the Expert, such materials shall be concurrently submitted to the other Party that such dispute be referred to an independent third party (an “Expert”Party) as the Parties jointly nominate in writing, subject to the following procedure: (i) if the Parties fail to nominate an Expert within seven (7) days a description of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; dispute; (ii) a statement of the Expert shall act as an expert Party's position and not as an arbitrator whether a hearing is requested by such Party; and his decision shall be final and binding upon the Parties; (iii) copies of records supporting the Expert’s determination Party's position. 18.7.5 The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date, but in such event the other Party shall be conducted in accordance concurrently provided with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment such information and shall copy in full such written representations be allowed a reasonable time to respond thereto. 18.7.6 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's relevant records to this Agreement and to receive copies of the records submitted by the other Party. 18.7.7 Each Party within such time period; (2) shall designate one person knowledgeable about the Parties issues in the dispute who shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments be available to the other Party within such time period; (3) the Expert may call for such other documents to answer questions and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified any additional information requested by the Expert. The Parties Except for such person, a Party shall copynot be required to, in full, such documents and written evidence but may provide oral statements or presentations to the other Expert or make any particular individuals available to the Expert. 18.7.8 The proceedings shall be without prejudice to any Party within such time period provided that if either Party claims and any such information is confidential to it then, provided evidence given or statements made in the reasonable opinion course of this process may not be used against a Party in any other proceedings. The process shall not be regarded as an arbitration and the laws and rules relating to commercial arbitration shall not apply. The determination of the Expert that Party has properly claimed may be relied upon for guidance but shall not be binding on any arbitration panel established under Article 18.1. 18.7.9 When consideration of the same as confidentialdispute by the Expert is initiated, the Expert shall be requested to provide a recommendation within fifteen (15) Days after the ten (10) Day response period provided in Article 18.7.4 above has expired. If the Expert's recommendation is given within the fifteen (15) Day period, or if the Expert's recommendation is given at a later time and neither Party has at such time initiated any other proceeding concerning the dispute, the Parties shall review and discuss the recommendation with each other in good faith for a period of ten (10) Days following delivery of the recommendation before proceeding with any other actions. 18.7.10 If a Party does not disclose accept the same recommendation of the Expert with respect to the dispute, it may initiate arbitration proceedings in accordance with Article 18.1; provided, however, that prior to initiating arbitration proceedings it shall have paid all costs of the Expert (including the reimbursement of any costs paid to the Expert by the other Party) and all out-of-pocket costs, including reasonable attorney’s fees, of the other Party. Similarly if the Expert has not submitted its recommendation within the time period provided in Article 18.7.9, a Party or may initiate arbitration proceedings in accordance with Article 18.1, provided that prior to initiating the arbitration proceedings it shall have paid all costs of the Expert (including the reimbursement of any third party;costs paid to the Expert by the other Party). (4) 18.7.11 Except as provided in Article 18.7.10, the costs of engaging the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless borne equally by the Parties agree otherwise, and each Party shall bear its own costs of a reference to in preparing materials for, and making presentations to, the Expert, and fees and expenses of the Expert shall be borne equally between the Parties.

Expert Determination. Unless Sub-clause (a) applies or Sub-clause (c) applies, in The Notifying Party and the event Receiving Party agree that a dispute arises an expert determination under this Contract either Party may require by notice in writing Clause 21.3: ii is to be used for the other Party that such dispute be referred to an independent third party (an “Expert”) as purpose of assisting the Parties jointly nominate to resolve any Specified Dispute; and iii except as set out in writingClause 9.5(g), subject to is non-binding on the following procedure:Parties, and does not prevent a Party from initiating proceedings in a court of competent jurisdiction. (ib) if the Parties fail to nominate an Expert within seven (7) days of Within 5 Business Days after the date of the notice referred to in this Sub-clause (bunder Clause 21.2(c), the dispute shall Notifying Party and the Receiving Party must exchange lists of 3 persons (in order of preference) who, if appointed, would satisfy the requirements of Clause 21.3(e), from whom the expert is to be resolved chosen in accordance with Sub-clause order of preference. (c) below;Any person that appears on both lists under Clause 21.3(b) will be appointed as the expert to determine the Specified Dispute and if more than one person appears on both lists the person given the highest order of priority by the relevant Party that gave the notice under Clause 21.2(c) will be appointed as the expert. (iid) If no person appears on both lists, the Expert shall Party that gave the notice under Clause 21.2(c) must promptly procure the President of the Institute of Arbitrators and Mediators Australia to nominate an individual to act as an the expert to determine the Specified Dispute and not as an arbitrator and his decision shall that nomination will be final and binding upon on the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (ive) Unless It is the Parties agree otherwise, intention of each of the Notifying Party shall bear its own costs of and the Receiving Party that the expert appointed will be a reference person with appropriate skills having regard to the Expertnature of the matters the subject of the Specified Dispute. (f) The Notifying Party and the Receiving Party must enter into an agreement with the expert which governs the expert determination process. Any such agreement will not constitute an arbitration agreement for the purposes of the Commercial Arbitration Act 2012 (WA). (g) The Notifying Party and the Receiving Party may make submissions to the expert in relation to the Specified Dispute, and fees the expert must, promptly after his or her appointment, fix a reasonable time and expenses place for receiving submissions or Agreement (No. 2015/1) – Receipt and Processing Waste for Resource Recovery Page 43 of 70 / information from the Expert shall be borne equally between Notifying Party and the PartiesReceiving Party and provide an indicative timetable for making his or her determination. (h) The expert may make such further enquiries and require such other evidence as the expert may consider necessary for determining the matter before him or her. The Notifying Party and the Receiving Party will promptly provide to the expert all information that the expert may reasonably request.

Expert Determination. Unless Sub-clause If a party gives a Determination Notice calling for the dispute to be resolved by expert determination, or the parties otherwise agree that the dispute may be resolved by expert determination, the parties may refer the dispute to an expert, in which event: (a) applies or Sub-clause (c) applies, The dispute must be determined by an independent expert in the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedurerelevant field: (i) if Agreed upon and appointed jointly by the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below;parties; and (ii) In the Expert shall act event that no agreement is reached or no appointment is made within 20 Business Days of the agreement to refer the dispute to an expert or the date of service of a Determination Notice (as the case may be), by an expert appointed on application of a party by the then President of the Law Society of New South Wales; (b) The expert must be appointed in writing and the terms of the appointment must not be inconsistent with this clause; (c) The determination of the dispute by such an expert will be made as an expert and not as an arbitrator and his decision shall will be in writing and contain the reasons for the determination; (d) The expert will determine the rules for the conduct of the process but must conduct the process in accordance with the rules of natural justice and each party will be entitled to make written and / or oral submissions to the expert; (e) Each party will bear its own costs in connection with the process and the determination by the expert and will share equally the expert’s fees and costs; and (f) Any determination made by an expert pursuant to this clause is final and binding upon the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Partiesparties except unless: (1i) Within 20 Business Days of receiving the Parties may make determination, a party gives written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations notice to the other Party within such time period;party that it does not agree with the determination and commences litigation; or (2ii) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy The determination is in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified respect of, or relates to, termination or purported termination of this agreement by the Expert. The Parties shall copyany party, in full, such documents and written evidence to which event the other Party within such time period provided that if either Party claims any such information expert is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity deemed to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twentygiving a non-eight (28) days of his appointmentbinding appraisal. (iv) Unless the Parties agree otherwise, each Party shall bear its own costs of a reference to the Expert, and fees and expenses of the Expert shall be borne equally between the Parties.

Expert Determination. Unless Sub-clause (a) applies or Sub-clause (c) applies, 16.2.1. Disputes which are relevant to metering matters and disputes of a technical nature in respect of the operation of the Facility may be submitted to the Expert for resolution as set forth below. 16.2.2. The Expert shall be an engineer with extensive experience in the event that construction and operation of renewable energy facilities similar to the Facility (the "Expert"). The Expert shall be chosen by the Parties or, failing agreement between the Parties, by the ICC Rules. The Expert shall not be a national of Jordan or of the jurisdiction of incorporation of the parent of the User, or of equity holders holding fifty percent (50%) or more of the voting securities (or their nearest equivalent if there are no such equity securities) of the User or its parent. 16.2.3. Consideration of a dispute arises under this Contract either by the Expert shall be initiated by the Party may require seeking consideration of the dispute by notice in writing submitting to the Expert (with copy to the other Party that such dispute Party) written materials (which shall be referred to an independent third party (an “Expert”the same for both the Expert and the other Party) as the Parties jointly nominate in writing, subject to the following procedure: setting forth (i) if a description of the Parties fail to nominate an Expert within seven dispute; (7ii) days a statement of the Party's position and whether a hearing is requested by such Party; and (iii) copies of records supporting the Party's position. 16.2.4. Within ten (10) Days of the date that a Party has submitted the materials described in Clause 16.2.3, the other Party may submit to the Expert (and if submitted to the Expert, such materials shall be concurrently submitted to the other Party) (i) a description of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; dispute; (ii) a statement of the Expert shall act as an expert Party's position and not as an arbitrator whether a hearing is requested by such Party; and his decision shall be final and binding upon the Parties; (iii) copies of records supporting the Expert’s determination Party's position. 16.2.5. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date, but in such event the other Party shall be conducted in accordance concurrently provided with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment such information and shall copy in full such written representations be allowed a reasonable time to respond thereto. 16.2.6. The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's relevant records to this Agreement and to receive copies of the records submitted by the other Party. 16.2.7. Each Party within such time period; (2) shall designate one person knowledgeable about the Parties issues in the dispute who shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments be available to the other Party within such time period; (3) the Expert may call for such other documents to answer questions and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified any additional information requested by the Expert. The Parties Except for such person, a Party shall copynot be required to, in full, such documents and written evidence but may provide oral statements or presentations to the other Expert or make any particular individuals available to the Expert. 16.2.8. The proceedings shall be without prejudice to any Party within such time period provided that if either Party claims and any such information is confidential to it then, provided evidence given or statements made in the reasonable opinion course of this process may not be used against a Party in any other proceedings. The process shall not be regarded as an arbitration and the laws and rules relating to commercial arbitration shall not apply. The determination of the Expert that Party has properly claimed may be relied upon for guidance but shall not be binding on any arbitration panel established under Clause 16. 16.2.9. When consideration of the same as confidentialdispute by the Expert is initiated, the Expert shall be requested to provide a recommendation within fifteen (15) Days after the ten (10) Day response period provided in Clause 16.2.4 above has expired. If the Expert's recommendation is given within the fifteen (15) Day period, or if the Expert's recommendation is given at a later time and neither Party has at such time initiated any other proceeding concerning the dispute, the Parties shall review and discuss the recommendation with each other in good faith for a period of ten (10) Days following delivery of the recommendation before proceeding with any other actions. 16.2.10. If a Party does not disclose accept the same recommendation of the Expert with respect to the dispute, it may initiate arbitration proceedings in accordance with Clause 16 provided, however, that prior to initiating arbitration proceedings it shall have paid all costs of the Expert (including the reimbursement of any costs paid to the Expert by the other Party) and all out-of-pocket costs, including reasonable attorney’s fees, of the other Party. Similarly if the Expert has not submitted its recommendation within the time period provided in Clause 16.2.9, a Party or may initiate arbitration proceedings in accordance with Clause 16, provided that prior to initiating the arbitration proceedings it shall have paid all costs of the Expert (including the reimbursement of any third party;costs paid to the Expert by the other Party). (4) 16.2.11. Except as provided in Clause 16.2.10, the costs of engaging the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless borne equally by the Parties agree otherwise, and each Party shall bear its own costs of a reference to in preparing materials for, and making presentations to, the Expert, and fees and expenses of the Expert shall be borne equally between the Parties.

Expert Determination. Unless Sub-clause (a) applies or Sub-clause (c) applies, Where a provision of this Agreement expressly provides for the referral by a Party of any matter in the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedure: (i) if the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute provisions shall be resolved in accordance with Sub-clause (c) below; (ii) apply: the Expert shall act as an expert and 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; if the Parties cannot agree upon the selection of an Expert, the Expert shall be determined by the President for the time being of the Law Society of England and Wales; all references to the Expert shall be made in writing by either Party with notice to the other being given contemporaneously, and the Parties shall promptly supply the Expert with such documents and information as he may request when considering any referral; the Expert shall be requested to use his best endeavours to give his decision shall upon the question before him as soon as 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; (iii) ; if the Expert’s determination shall be conducted Expert wishes to obtain independent professional and/or technical advice in accordance connection with the following rulesquestion before him, unless otherwise agreed by the Parties: (1) he shall first provide the Parties may make written representations within seven (7) days with details of the Expert’s appointment name, organisation and shall copy in full estimated fees of the professional or technical adviser and he may then engage such written representations to advisers with the other Party within such time period; (2) consent of the Parties (which consent shall have a further seven (7not be unreasonably withheld or delayed) days to make written comments on each other’s representations and shall copy in full for the purposes of obtaining such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties professional and/or technical advice as the Expert he may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, require; the Expert shall not disclose be held liable for any act or omission, and his written decision will be given without any liability on the same Expert’s part to either Party, unless it shall be shown that he acted fraudulently or in bad faith; save to the other Party or extent otherwise expressly provided herein, pending the determination by the Expert, the Parties shall continue to any third party; (4) the extent possible to perform their obligations; and the Expert shall decide whether or not at his discretion be entitled to take oral representations from or on behalf order that the costs of either Party, but if he does so he shall give the other Party the opportunity reference of a dispute to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless paid by the Parties agree otherwise, each Party shall bear its own costs of a reference to the Expert, and fees and expenses of the Expert shall be borne equally between the Partiesin whatever proportions he thinks fit.

Expert Determination. Unless Sub-21.1 Where under any provision of this Agreement any disputed matter is to be referred to expert determination in accordance with this clause 21, the matter shall be referred to a single independent expert (a“Expert”) applies or Sub-clause (c) appliesto be appointed, in default of agreement between the parties within 10 Business Days, by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either party. 21.2 In the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be disputed matter is referred to an independent third Expert: 21.2.1 each party (an “Expert”) as shall prepare a written statement on the Parties jointly nominate in writingdisputed matters which, subject together with any relevant documentation, they shall submit to each other and to the Expert; 21.2.2 each party shall, following procedurereceipt of the other’s written statement, be entitled to prepare and submit to each other and to the Expert one set of written comments on the other’s written statement. 21.3 The Expert shall, in his absolute discretion, be entitled: (i) if 21.3.1 to stipulate the Parties fail to nominate an Expert time periods within seven (7) days of which the date of parties shall prepare and submit the notice written statements and written comments referred to in this Sub-clause (b)clauses 21.2.1 and 21.2.2 respectively, the dispute shall be resolved in accordance with Sub-clause (c) belowand to disregard any written statement or comments not delivered within any such stipulated time periods; (ii) 21.3.2 to require the parties to attend one or more meetings and/or to raise enquiries of them about any matters which the Expert shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the Partiesconsiders relevant; (iii) 21.3.3 in the Expert’s determination shall be conducted in accordance with absence of agreement between the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party parties within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) period as the Expert may call for specify, to determine such other documents procedures (including time periods for their completion) to assist with the conduct of the expert determination; and 21.3.4 to determine any issues of law or involving the interpretation of any provisions of this Agreement relevant to the matters which the Expert is required to determine. 21.4 The Expert shall be entitled, in his reasonable discretion, to appoint advisers (including legal advisers) to assist him in reaching his determination. 21.5 Each party shall co-operate with the Expert and written evidence from the Parties provide him with such information as the Expert may reasonably require and for the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that purposes of his determination; if either Party party claims any such information is to be confidential to it then, provided that in the reasonable opinion of the Expert that Party party has properly claimed the same as to be confidential, the Expert shall not disclose the same to the other Party party or to any third party;. (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when 21.6 In making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish act as an expert and not as arbitrator and his decision within twenty-eight shall (28in the absence of manifest error) days of his appointmentbe final and binding on the parties. 21.7 In delivering his decision to the parties, the Expert shall show his reasoning and any relevant calculations. 21.8 The costs of the Expert (ivincluding any fees and costs of any advisers appointed by him) Unless shall be borne by the Parties agree otherwiseparties in equal proportions unless the Expert otherwise directs having regard, without limitation, to the conduct of the parties, but each Party party shall bear be responsible for its own costs of a reference making its written statement and written comments and otherwise presenting its case to the Expert, and fees and expenses of . Each party undertakes promptly to enter into any engagement letter(s) reasonably requested by the Expert shall be borne equally between reflecting the Partiesprovisions of this clause 21.

Expert Determination. Unless Sub-If the dispute is not resolved under clause 13.2 then: (a) applies or Sub-clause if this Agreement requires that the dispute will be subject to expert determination, either party may refer the dispute to expert determination by written notice to the other party; or‌ (b) the parties may otherwise agree in writing to refer the dispute to expert determination. (c) appliesthe expert (Expert) will be appointed by agreement between the parties or, in the event that a dispute arises under this Contract either Party may require by notice in writing to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the failing agreement within 10 Business Days following procedure: (i) if the Parties fail to nominate an Expert within seven (7) days of the date of referral to expert, by the notice referred President (or his or her nominee) of the Arbitrators and Mediators Institute of New Zealand who will be requested to appoint an expert who is suitably qualified and experienced in this Sub-clause (b), relation to the dispute shall be resolved in accordance with Sub-clause (c) belowsubject matter of the dispute; (iid) the Expert shall will act as an expert and agree to act on a confidential basis, and not as an arbitrator arbitrator, and his referral of the dispute to the Expert will not be a submission to arbitration for the purposes of the Arbitration Act and the provisions of the Arbitration Act will not govern that referral; (e) within 10 Business Days of the Expert accepting the appointment, the parties will send written submissions on the dispute to the Expert and to each other and, within five Business Days of receiving the other party’s submission, will submit any written replies they wish to make to the Expert and to each other; (f) the parties will give the Expert all necessary assistance that the Expert reasonably requires to determine the dispute; (g) the Expert will, unless the parties otherwise agree, be directed to deliver a written determination to the parties within 10 Business Days of having received the parties’ written submissions under clause 13.3(e);‌ (h) the Expert will have the power to compel either party to produce any information material to the dispute which that party has in its possession and which that party could be required to produce on discovery in a court proceeding to the Expert and to the other party; (i) the Expert’s decision shall will be final and binding upon and, to the Parties;extent it is lawful to do so, the parties waive any right of appeal or review; and (iiij) the Expert’s determination shall fees will be conducted in accordance with at the following rulesparties’ cost, unless otherwise agreed by and the Parties: Expert will determine the proportion of those fees that each party will be required to pay, having regard to (1amongst other things) the Parties may make written representations within seven (7) days conduct of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointmentparties. (iv) Unless the Parties agree otherwise, each Party shall bear its own costs of a reference to the Expert, and fees and expenses of the Expert shall be borne equally between the Parties.

Expert Determination. Unless Sub-clause (a17.2.1 Disputes which are relevant to metering matters pursuant to Article 9.4 and Article 13.9.7 and disputes of a technical nature in respect of the operation of the PV Facility, and where and whenever "Expert" or "independent Expert" are mentioned in this Agreement, may be submitted to the Expert for resolution as set forth below. 17.2.2 The Expert shall be an engineer with minimum ten(10) applies or Sub-clause (c) applies, years experience in the event that construction and operation of renewable energy facilities similar to the PV Facility (the "Expert"). The Expert shall be chosen by the Parties or, failing agreement between the Parties, by the ICC Rules. The Expert shall not be a national of Jordan or of the jurisdiction of incorporation of the parent of the Project Company, or of equity holders holding fifty percent (50%) or more of the voting securities (or their nearest equivalent if there are no such equity securities) of the Project Company or its parent. 17.2.3 Consideration of a dispute arises under this Contract either by the Expert shall be initiated by the Party may require seeking consideration of the dispute by notice in writing submitting to the Expert (with copy to the other Party that such dispute Party) written materials (which shall be referred to an independent third party (an “Expert”the same for both the Expert and the other Party) as the Parties jointly nominate in writing, subject to the following procedure: setting forth (i) a description of the dispute; (ii) a statement of the Party's position and whether a hearing is requested by such Party; and (iii) copies of records supporting the Party's position. 17.2.4 Within ten (10) Days of the date that a Party has submitted the materials described in Article 17.2.3, the other Party may submit to the Expert (and if submitted to the Expert, such materials shall be concurrently submitted to the other Party) (i) a description of the dispute; (ii) a statement of the Party's position and whether a hearing is requested by such Party; and (iii) copies of records supporting the Party's position. 17.2.5 The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date, but in such event the other Party shall be concurrently provided with such information and shall be allowed a reasonable time to respond thereto. 17.2.6 The Parties fail shall not be entitled to nominate apply for discovery of documents but shall be entitled to have access to the other Party's relevant records to this Agreement and to receive copies of the records submitted by the other Party. 17.2.7 Each Party shall designate one person knowledgeable about the issues in the dispute who shall be available to the Expert to answer questions and provide any additional information requested by the Expert. Except for such person, a Party shall not be required to, but may provide oral statements or presentations to the Expert or make any particular individuals available to the Expert. 17.2.8 Except as provided in Article 17.2.10, with respect to payment of costs, the proceedings shall be without prejudice to any Party and any evidence given or statements made in the course of this process may not be used against a Party in any other proceedings. The process shall not be regarded as an arbitration and the laws and rules relating to commercial arbitration shall not apply. The determination of the Expert within may be relied upon for guidance but shall not be binding on any arbitration panel established under Article 17.1. The Parties agree that the Agent may also provide oral statements or representations to the Expert. No oral statements or presentations shall be made by a Party or its representatives without the other Party having received seven (7) days Days' prior notice and be allowed to be present when such oral statements or presentations are made. 17.2.9 When consideration of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; (ii) by the Expert shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidentialinitiated, the Expert shall be requested to provide a recommendation within fifteen (15) Days after the ten (10) Day response period provided in Article 17.2.4 above has expired. If the Expert's recommendation is given within the fifteen (15) Day period, or if the Expert's recommendation is given at a later time and neither Party has at such time initiated any other proceeding concerning the dispute, the Parties shall review and discuss the recommendation with each other in good faith for a period of ten (10) Days following delivery of the recommendation before proceeding with any other actions. 17.2.10 If a Party does not disclose accept the same recommendation of the Expert with respect to the dispute, it may initiate arbitration proceedings in accordance with Article 17.1; provided, however, that prior to initiating arbitration proceedings it shall have paid all costs of the Expert (including the reimbursement of any costs paid to the Expert by the other Party) and all out-of-pocket costs, including reasonable attorney’s fees, of the other Party. Similarly if the Expert has not submitted its recommendation within the time period provided in Article 17.2.9, a Party or may initiate arbitration proceedings in accordance with Article 17.1, provided that prior to initiating the arbitration proceedings it shall have paid all costs of the Expert (including the reimbursement of any third party;costs paid to the Expert by the other Party). 17.2.11 Except as provided in Article 17.2.10, the initial costs (4if any) of engaging the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless borne equally by the Parties agree otherwise, and each Party shall bear its own costs of a reference to in preparing materials for, and making presentations to, the Expert. If, and fees and expenses of however, the Expert shall be borne equally between finds that one Party has acted unreasonably, the PartiesExpert may allocate costs accordingly.

Expert Determination. Unless Sub-17.4.1 Subject to any provision of this Agreement that a matter shall not be referred to expert determination either Party may refer any of the following for expert determination in accordance with clause 17.4.2: (a) applies a dispute referred to the Ministerial Council which the Ministerial Council has not resolved within 60 days; (b) a dispute arising out of the inability of the Ministers constituting the Ministerial Council to reach agreement on any matter arising out of or Sub-clause in connection with this Agreement; (c) appliesa dispute which this Agreement provides may be referred to expert determination; or (d) subject to the consent of the other Party, any other dispute, including a dispute previously referred to the Ministerial Council in respect of which the period of 60 days referred to in clause 17.4.1 (a) has not elapsed. 17.4.2 The expert determination process shall be effected by an expert in the event that a dispute arises under this Contract relevant field agreed upon and appointed jointly by the Parties. In the absence of agreement as to the appointment of an Expert either Party may require request the Secretary General of the Australian Commercial Disputes Centre Limited at Sydney, or another body as agreed, to nominate an Expert. The request shall indicate that the nominee shall not be an employee of either Party or a person in respect of whom there has been a failure to agree by notice in writing the Parties. 17.4.3 The appointment of an Expert shall be conclusive evidence that the particular dispute relates to matters properly the subject of expert determination. 17.4.4 The following shall apply to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedureProcess: (i) if the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved in accordance with Sub-clause (c) below; (iia) the Expert shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the Parties; (iii) the Expert’s determination Process shall be conducted in accordance with the following rules, unless otherwise agreed by Rules for the Parties:Expert Determination Process set out in Schedule 4; (1b) for the Parties may make written representations within seven (7) days purposes of the Expert’s appointment application of the Rules, the Party referring the dispute to the Expert is the “Claimant” and shall copy in full such written representations to the other Party within such time periodis the “Respondent”; (2c) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointment. (iv) Unless the Parties agree otherwise, each Party shall bear its own costs of a reference to the Expert, and fees and expenses determination of the Expert shall be borne equally between made as an Expert and not as an Arbitrator and shall be final and binding on the PartiesParties except where the Expert's determination is that one Party shall pay the other an amount in excess of $500,000; (d) the Expert may determine whatever interest the Expert considers reasonable; and (e) if one Party has overpaid the other, whether under a mistake of law or fact, the Expert may determine what repayment (together with interest) shall be made.

Expert Determination. Unless Sub-clause (a) applies or Sub-clause For resolution of a Technical Dispute not otherwise resolved under Clause 19.3, the parties shall submit such Dispute to an Expert for determination as specified herein (an "Expert Determination"). (b) The pinpose of the Expert Determination is to resolve Disputes as rapidly and economically as possible and, in any event, in accordance with this Clause 19.4. (c) applies, in Promptly following the event first time that a dispute Technical Dispute arises that is not otherwise resolved under this Contract either Party may require by notice in writing to Clause 19.3, the other Party that such dispute be referred to an independent third party (an “Expert”) as parties shall agree on the Parties jointly nominate in writing, subject to the following procedure: (i) if the Parties fail to nominate appointment ^•rU kj 38 of an Expert within seven (7) days and shall agree with the Expert the terms of his appointment, The Expert shall have all reasonable discretion to achieve a just, expeditious and economical resolution. The Expert appointed shall satisfy the date of the notice referred to requirements set forth in this Sub-clause (bClause 19.4(h), the dispute shall be resolved in accordance with Sub-clause (c) below; (ii) the . The Expert shall act as an expert and expert, not as an arbitrator and his decision arbitrator. Either party shall be final and binding upon serve details of a suggested Expert on the Parties; (iii) other party. If the Expert’s determination shall be conducted in accordance with parties are unable to agree on the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days identity of the Expert’s appointment and shall copy in full such written representations , or if the person proposed is unable or unwilling to act, then, within ten (10) Business Days of a party serving details of a suggested Expert on the other Party within such time period; (2) party or the Parties proposed Expert declining to act, cither party shall have a further seven (7) days be entitled to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the request that an Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified be appointed by the Expert. The Parties shall copy, in full, such documents and written evidence to Institute of Chartered Accountants or the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion President of the Royal Institution of Naval Architects of London (as appropriate) on the application of a party. All costs of and associated with the request for the appointment of an Expert that Party has properly claimed the same by such Institute or President (as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4applicable) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decision; and (6) borne equally by the Expert shall use all reasonable endeavours to publish his decision within twenty-eight (28) days of his appointmentparties. (ivd) Unless Either party (the Parties agree otherwise"Claimant") may refer a Dispute to an Expert by serving a notice on the other party (the "Respondent"), each Party shall bear its own costs of with a reference copy to the Expert, and fees and expenses of the its intention to refer a Dispute for Expert Determination (a '"Request for Expert Determination"). A Request for Expert Determination shall be borne equally between the Parties.contain:

Expert Determination. Unless Sub-clause 3.1 If a notice is served by either party pursuant to paragraph 2.6(b) of this Schedule, the parties shall use all reasonable endeavours to reach agreement regarding the identity of the person to be appointed as the Expert and to agree terms of appointment with the Expert. 3.2 If the parties fail to agree on an Expert and their terms of appointment within ten (10) Business Days of either party serving details of a proposed Expert on the other, then either party shall be entitled to request the President for the time being of the Institute of Chartered Accountants of England and Wales to appoint the Expert and to agree the terms of appointment on behalf of the parties. 3.3 Except for any procedural matters, or as otherwise expressly provided in this Schedule, the scope of the Expert's determination shall be limited to determining the unresolved matters in the Dispute Notice relating to: (a) applies or Sub-clause whether the Draft Documents have been prepared in accordance with the requirements of this Schedule; (b) whether any errors have been made in the preparation of the Draft Documents; and (c) appliesany consequential adjustments, corrections or modifications that are required in order for the event that a dispute arises under this Contract either Party may require by notice in writing Draft Documents to the other Party that such dispute be referred to an independent third party (an “Expert”) as the Parties jointly nominate in writing, subject to the following procedure: (i) if the Parties fail to nominate an Expert within seven (7) days of the date of the notice referred to in this Sub-clause (b), the dispute shall be resolved prepared in accordance with Subthe requirements of this Schedule. 3.4 The parties shall co-clause operate with the Expert and shall provide (cand in the case of the Buyer shall procure that the Company provides) below;such assistance and access to such documents, personnel, books and records as the Expert may reasonably require for the purpose of making their determination. 3.5 The parties shall be entitled to make submissions to the Expert and each party shall, with reasonable promptness, supply the other party with all 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. 3.6 To the extent not provided for in this paragraph 3, the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of their determination as they consider just or appropriate. 3.7 Unless otherwise agreed by the parties, the Expert shall be required to make their determination in writing (iiincluding reasons for their determination) the and to provide a copy to each party as soon as reasonably practicable and in any event within thirty (30) Business Days of their appointment. 3.8 The Expert shall act as an expert and not as an arbitrator and his decision arbitrator. Save in the event of manifest error or fraud: (a) the Expert's determination of any matters referred to under this Schedule shall be final and binding upon on the Parties; (iii) the Expert’s determination shall be conducted in accordance with the following rules, unless otherwise agreed by the Parties: (1) the Parties may make written representations within seven (7) days of the Expert’s appointment and shall copy in full such written representations to the other Party within such time period; (2) the Parties shall have a further seven (7) days to make written comments on each other’s representations and shall copy in full such written comments to the other Party within such time period; (3) the Expert may call for such other documents and written evidence from the Parties as the Expert may reasonably require and the Parties shall provide such documents and written evidence within the period specified by the Expert. The Parties shall copy, in full, such documents and written evidence to the other Party within such time period provided that if either Party claims any such information is confidential to it then, provided in the reasonable opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party; (4) the Expert shall decide whether or not to take oral representations from or on behalf of either Party, but if he does so he shall give the other Party the opportunity to be present; (5) the Expert shall have regard to all representations and evidence before him when making his decision, which shall be in writing, and give full reasons for his decisionparties; and (6b) the Draft Documents, subject to any adjustments, corrections or modifications that are necessary to give effect to the Expert's determination, shall constitute the Closing Accounts and the Purchase Price Statement for the purpose of this Agreement. ` Page | 44 of SECTIONPAGES \* MERGEFORMAT 67 3.9 If an appointed Expert dies or becomes unwilling or incapable of acting, or does not deliver their determination within the period required by this paragraph 3: (a) the parties shall use all reasonable endeavours to publish his decision agree the identity and terms of appointment of a replacement Expert; (b) if the parties fail to agree and appoint a replacement Expert within twenty-eight ten (2810) days Business Days of his appointmenta replacement being proposed in writing by one party, then either party may apply to the President for the time being of the Institute of Chartered Accountants of England and Wales to discharge the appointed Expert and to appoint a replacement Expert; and (c) this paragraph 3 shall apply in relation to each and any replacement Expert as if they were the first Expert appointed. (iv) Unless 3.10 The parties shall act reasonably and co-operate to give effect to the Parties agree otherwise, each Party provisions of this paragraph 3. 3.11 Each party shall bear and pay its own costs of a reference to incurred in connection with the Expert, and 's determination pursuant to this paragraph 3. The Expert's fees and any costs or expenses of the Expert incurred in making their determination shall be borne equally between the PartiesBuyer and the Seller.