Common use of Expert Proceedings Clause in Contracts

Expert Proceedings. For any decision referred to an expert under this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development Parties. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) Business Days notice. Within thirty (30) days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. (a) For any decision resolution of an audit dispute under Section 8.5(f) (an “Audit Dispute”) or a determination of Fair Market Value (each, an “Expert Determination”), such Expert Determination shall be referred to an expert under this Agreementindependent expert, and the Parties parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development PartiesMembers or as provided pursuant Section 14.3(b) below. The fees and costs of the expert shall be paid by the Members in accordance with their respective Percentage Interests other than as set forth in Section 11.2(f). The expert is not an arbitrator of the dispute Dispute and shall not be deemed to be acting in an arbitral capacity. . (b) The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party Member desiring an expert determination Expert Determination shall give the each other Development Party Member written notice of the request for such determination. If the Development Parties Members are unable to agree upon an expert within ten (10) days after receipt of the written notice of request for an expert determinationExpert Determination, then, upon the request of any of the Development PartiesMembers, then the AAA Wilmington, Delaware office of the American Arbitration Association (the “AAA”) shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties Members or their Affiliates concerning the expert determination Expert Determination or the underlying disputeDispute. For an Expert Determination regarding an Audit Dispute, the expert appointed by the AAA shall be an internationally recognized accounting firm without any then-existing engagement by any Member or its Affiliates. For an Expert Determination regarding determination of the Fair Market Value of the Member Interest and associated Units of a Member or any other valuation, the expert appointed by the AAA shall be an internationally recognized investment banking firm without any then-existing engagement by any Member or its Affiliates. (c) All communications between any Development Party Member and the expert shall be conducted in writing, with copies sent simultaneously to each other Member participating in the other Development Party expert proceeding in the same manner, or at a meeting to which representatives of all Development Parties Members participating in the expert proceeding have been invited and of which such Development Parties Members have been provided at least fifteen (15) Business Days’ notice. (d) Within forty-five (5) Business Days notice. Within thirty (3045) days after the expert’s acceptance of its appointment, the Development Parties Members shall provide the expert with a report containing their proposal respective proposals for the resolution of the matter Audit Dispute or the Fair Market Value, as applicable, and the reasons therefor, accompanied by all relevant supporting information and datadata (excluding any information or data protected by attorney-client privilege). If only one Member provides a proposal for the Expert Determination within such forty-five (45) day period then such proposal shall constitute the resolution of the Audit Dispute or Fair Market Value, as applicable, and no further involvement of the expert shall be required. Within sixty thirty (6030) days of the earlier of the expiration of such forty-five (5) day period or the receipt by the expert of the above-described materials and after receipt of additional information or data as may be reasonably required by the expert, the expert shall select the proposal which it finds more consistent with of a Member that, in the terms judgment of this Agreementthe expert, is closest to correctly resolving the Audit Dispute or Fair Market Value of the subject asset, as applicable. The expert may not propose alternate positions resolutions of the Audit Dispute or award damages, interest or penalties to any Party with respect to any matterFair Market Values. The expert’s decision shall be final and binding on the Development PartiesMembers. Any Party Member that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision Determination of the Cash Value pursuant to Section 6.4, or Section 2.2 of the Transfer Provisions, shall be referred to an expert under (the “Expert”) pursuant to this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development PartiesSection 11.9. The expert Expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert Expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party in any Dispute arbitrated pursuant to Section 13.2, 11.8; provided that nothing in this sentence shall preclude any Development Party from using the expert Expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert Expert within ten (10) 10 days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the Houston office of the AAA shall appoint such expertthe Expert. The expert, once Once appointed, the Expert shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying disputeDispute. All communications between any Development Party and the expert Expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting or conference call to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) Business Days notice. Within thirty (30) 30 days after the expertExpert’s acceptance of its appointment, the Development Parties shall each provide the expert Expert with a report containing their proposal for the resolution of the matter its proposed Cash Value and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) 60 days of receipt of the above-described materials and after receipt of additional information or data as the Expert may be required by the expertrequest, the expert Expert shall select the proposal which Cash Value proposed by one of the Parties that it finds more consistent with the terms of this Agreement. The expert Expert may not propose alternate positions Cash Values or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development PartiesParty. Any Party that fails or refuses to honor the decision determination of an expert the Cash Value by the Expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development PartiesMembers. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development PartiesMembers) be appointed to act as an arbitrator or as adviser to any Development Party Member arbitrated pursuant to Section 13.215.2, provided that nothing in this sentence shall preclude any Development Party Member from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party Member desiring an expert determination shall give the other Development Party Members written notice of the request for such determination. If the Development Parties Members are unable to agree upon an expert within ten (10) days after receipt of the written notice of request for an expert determination, then, upon the request of any of the Development PartiesMembers, the AAA shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties Members concerning the expert determination or the underlying dispute. All communications between any Development Party Member and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party Members participating in the expert proceeding in the same manner, or at a meeting to which representatives of all Development Parties Members participating in the expert proceeding have been invited and of which such Development Parties Members have been provided at least five (5) Business Days notice. Within thirty (30) days after the expert’s acceptance of its appointment, the Development Parties Members shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party Members with respect to any matter. The expert’s decision shall be final and binding on the Development PartiesMembers. Any Party Member that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development PartiesMembers. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development PartiesMembers) be appointed to act as an arbitrator or as adviser to any Development Party Member in connection with any Dispute arbitrated pursuant to Section 13.212.2, provided that nothing in this sentence shall preclude any Development Party Member from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party Member desiring an expert determination shall give the other Development Party Members written notice of the request for such determination. If the Development Parties Members are unable to agree upon an expert within ten (10) days after receipt of the written notice of request for an expert determination, then, upon the request of any of the Development PartiesMembers, the AAA shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties Members concerning the expert determination or the underlying dispute. All communications between any Development Party Member and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party Members participating in the expert proceeding in the same manner, or at a meeting to which representatives of all Development Parties Members participating in the expert proceeding have been invited and of which such Development Parties Members have been provided at least five (5) Business Days notice. Within thirty (30) days after the expert’s acceptance of its appointment, the Development Parties each Member or Affiliated Member Group, as applicable, shall provide the expert with a report containing their its proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party Members with respect to any matter. The expert’s decision shall be final and binding on the Development PartiesMembers. Any Party Member that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an independent expert under this AgreementSection 10.4.5, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously a certified public accounting firm internationally recognized mutually agreed by the Development Parties. 15.4.1 The fees and costs of the accounting firm shall be borne by the Party whose position is rejected by the expert. The expert accounting firm is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. . 15.4.2 The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert accounting firm within ten (10) days after receipt of the written notice of request for an expert such determination, then, upon the request of any either Party, the Wilmington, Delaware office of the Development Parties, American Arbitration Association (the AAA “AAA”) shall appoint such expertaccounting firm. The expertaccounting firm, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. . 15.4.3 All communications between any Development a Party and the expert accounting firm shall be conducted in writing, with copies sent simultaneously to all other Persons participating in the other Development Party proceeding in the same manner, or at a meeting to which representatives of all Development Parties Persons participating in the proceeding have been invited and of which such Development Parties Persons have been provided at least five (5) Business Days Days’ notice. . 15.4.4 Within thirty fifteen (3015) days after the expertaccounting firm’s acceptance of its appointment, the Development Parties shall provide the expert accounting firm with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty thirty (6030) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expertaccounting firm, the expert accounting firm shall select the proposal which it finds more consistent with the terms of this Agreement. The expert accounting firm may not propose alternate positions or award damages, interest interest, or penalties to any either Party with respect to any matter. The expertaccounting firm’s decision shall be final and binding on the Development Parties. Any If either Party that fails or refuses to honor the decision of an expert the accounting firm, such Party shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this AgreementAgreement as expressly provided herein, the Parties hereby agree that such decision shall be conducted expeditiously by an expert (who shall have at least 10 years of oil and gas exploration and development experience in the Development Area and with respect to the subject matter giving rise to the underlying dispute) selected unanimously by the Development PartiesParties to such dispute. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) 10 days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA 00 Xxxxxxxxxx, Xxxxxxxxxxxx office of the American Arbitration Association shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) 5 Business Days notice. Within thirty (30) 30 days after the expert’s 's acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) 60 days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s 's decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development Parties. The expert is not an arbitrator of the dispute Dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA American Arbitration Association (“AAA”) shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying disputeDispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) Business Days Days’ notice. Within thirty (30) days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. (a) For any decision referred to an independent expert under this AgreementSection 3.5(f) or Section 11.1(f), the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development PartiesMembers or as provided pursuant to Section 14.3(b) below. The fees and costs of the expert shall be paid by the Members in accordance with their respective Percentage Interests. The expert is not an arbitrator of the dispute Dispute and shall not be deemed to be acting in an arbitral capacity. . (b) The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party Member desiring an expert determination shall give the each other Development Party Member written notice of the request for such determination. If the Development Parties Members are unable to agree upon an expert within ten (10) days after receipt of the written notice of request for an expert determination, then, upon the request of any of the Development PartiesMembers, the AAA Houston, Texas office of the American Arbitration Association (the “AAA”) shall appoint such expert. The expert, once appointed, shall have no ex HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). parte communications with the Development Parties Members or their Affiliates concerning the expert determination or the underlying disputeDispute. For an expert determination regarding determination of the Fair Market Value of the Member Interest and associated Units of a Member or any other valuation, the expert appointed by the AAA shall be a nationally recognized investment banking firm. (c) All communications between any Development Party Member and the expert shall be conducted in writing, with copies sent simultaneously to each other Member participating in the other Development Party expert proceeding in the same manner, or at a meeting to which representatives of all Development Parties Members participating in the expert proceeding have been invited and of which such Development Parties Members have been provided at least five Business Days’ notice. (5d) Business Days notice. Within thirty (30) 30 days after the expert’s acceptance of its appointment, the Development Parties Members shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadata (excluding any information or data protected by attorney-client privilege). Within sixty (60) 30 days of receipt of the above-described materials and after receipt of additional information or data as may be reasonably required by the expert, the expert shall select the proposal or solution or value which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party Members with respect to any matter. The expert’s decision shall be final and binding on the Development PartiesMembers. Any Party Member that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this AgreementAgreement as expressly provided herein, the Parties hereby agree that such decision shall be conducted expeditiously by an expert (who shall have at least 10 years of oil and gas exploration and development experience in the Development Area and with respect to the subject matter giving rise to the underlying dispute) selected unanimously by the Development PartiesParties to such dispute. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) 10 days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA Xxxxxxxxxx, Xxxxxxxxxxxx office of the American Arbitration Association shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) 5 Business Days notice. Within thirty (30) 30 days after the expert’s 's acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) 60 days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s 's decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development Parties. The expert is not an arbitrator of the dispute Dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) 10 days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA American Arbitration Association (“AAA”) shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying disputeDispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) Business Days Days’ notice. Within thirty (30) 30 days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) 60 days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an expert under this AgreementAgreement as expressly provided herein, the Parties hereby agree that such decision shall be conducted expeditiously by an expert (who shall have at least 10 years of oil and gas exploration and development experience in the Development Area and with respect to the subject matter giving rise to the underlying dispute) selected unanimously by the Development PartiesParties to such dispute. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) 10 days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA Pittsburgh, Pennsylvania office of the American Arbitration Association shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) 5 Business Days notice. Within thirty (30) 30 days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) 60 days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.

Expert Proceedings. For 8.3.1 If the Seller and the Purchaser do not reach agreement within fifteen (15) days after receipt by the Purchaser of the Closing Statement Notice, then the matters in dispute may be referred (on the application of either the Seller or the Purchaser) for determination by (i) KPMG or, if that firm is unable or unwilling to act, (ii) by such other independent firm of chartered accountants of international standing as the Seller and the Purchaser shall agree or, failing agreement within fifteen (15) days of the Seller and the Purchaser or upon becoming aware of such other firm being unable or unwilling to act, (iii) by such other independent firm of chartered accountants of international standing appointed by the chairman of the management board of the Institute of Public Auditors in Germany (Vorsitzender des Vorstands des Instituts der Wirtschaftsprüfer in Deutschland e. V.) in Düsseldorf (the accounting firm so appointed pursuant to this Clause 8.3.1 (hereinafter the Independent Accountant). The Independent Accountant shall act as expert (Schiedsgutachter) and be requested to make its decision within thirty (30) days (or such later date as the Seller, the Purchaser and the Independent Accountant agree in writing) of confirmation and acknowledgement by the Independent Accountant of its appointment. The following provisions shall apply once the Independent Accountant has been appointed: (a) the Seller and Purchaser shall each prepare a written statement within fifteen (15) days after the Independent Accountant’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Independent Accountant for determination and copied at the same time to the other; (b) following delivery of their respective submissions, the Purchaser and the Seller shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Independent Accountant not later than fifteen (15) days after receipt of the other’s submission and, thereafter, neither the Seller nor the Purchaser shall be entitled to make further statements or submissions except insofar as the Independent Accountant so requests (in which case it shall, on each occasion, give the other Party (unless otherwise directed) fifteen (15) days to respond to any decision referred statements or submission so made); (c) in giving its determination, the Independent Accountant shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Closing Statement and hence the Purchase Price; (d) the Independent Accountant shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the Parties and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties hereby expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to DB1/ 93370130.5 challenge it. The Parties agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development Parties. The expert is not an arbitrator failure of the dispute Independent Accountant to strictly conform to any deadline or time period contained herein shall not render the determination of the Independent Accountant invalid and shall not be deemed the basis for seeking to overturn any determination rendered by the Independent Accountant. 8.3.2 The Seller and the Purchaser agree to (i) execute, if requested by the Independent Accountant, a reasonable engagement letter in customary form, with each Party to pay one-half of any requested retainer, and (ii) reasonably cooperate with the Independent Accountant so as to enable it to make its determination as quickly and accurately as practicable. 8.3.3 The Seller and the Purchaser shall each be acting responsible for their own costs in an arbitral capacityconnection with the preparation, review and agreement or determination of the Closing Statement. The expert shall not (without the written consent fees and expenses of the Development Parties) Independent Accountant shall be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2paid by the Seller, provided that nothing in this sentence shall preclude any Development Party from using on the expert as a witness regarding one hand, and the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give Purchaser, on the other Development Party written notice hand, based on the percentage that the amount actually contested, but not awarded to the Seller or Purchaser, respectively, bears to the aggregate amount of actually contested by the request for such determination. If Seller and the Development Parties are unable Purchaser as reflected in the submissions to agree upon an expert within ten (10) days after receipt of the notice of request for an expert determination, then, upon Independent Accountant. 8.3.4 When the request of any of the Development Parties, the AAA shall appoint such expert. The expert, once appointed, shall have no ex parte communications Closing Statement has been agreed or determined in accordance with the Development Parties concerning preceding paragraphs, then the expert determination or the underlying dispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party amounts shown in the same mannerClosing Statement as Cash, or at a meeting to which all Development Parties have been invited Financial Debt and of which such Development Parties have been provided at least five (5) Business Days notice. Within thirty (30) days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision Working Capital shall be final and binding on for the Development Parties. Any Party that fails or refuses to honor the decision purposes of an expert shall be in default under this Agreement.

Expert Proceedings. For any decision referred to an independent expert under this AgreementSection 4.7(e), the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously internationally recognized firm with such qualifications as needed for the specific dispute in question mutually agreed by the Development PartiesParties or, alternatively, in connection with Section 11.4(b) below. (a) The fees and costs of the accounting firm shall be borne by the Party whose position is rejected by the expert. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. . (b) The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) days after receipt of the written notice of request for an expert determination, then, upon the request of any either Party, the Houston, Texas office of the Development Parties, American Arbitration Association (the AAA “AAA”) shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. Each expert appointed by the AAA shall have such qualifications as would be reasonably sufficient to be qualified as an expert under the federal rules of civil procedure for the specific dispute in question. (c) All communications between any Development a Party and the expert shall be conducted in writing, with copies sent simultaneously to all other Persons participating in the other Development Party expert proceeding in the same manner, or at a meeting to which representatives of all Development Parties Persons participating in the expert proceeding have been invited and of which such Development Parties Persons have been provided at least five fifteen (515) Business Days Days’ notice. . (d) Within thirty fifteen (3015) days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty thirty (6030) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal or solution or value which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.