Common use of Expert Clause in Contracts

Expert. 5.1 An Expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred Payment. 5.2 The parties shall agree on the appointment of an independent Expert. 5.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party may request the president of the Institute of Chartered Accountants to appoint an Expert of repute with experience in consultancy businesses. 5.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months of the matter being referred to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 All matters under this paragraph 5 shall be conducted, and the Expert’s decision shall be written, in the English language. 5.7 The parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 5. 5.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred Payment, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 Each party shall bear its own costs in relation to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally.

Expert. 5.1 13.1 An Expert is a person an independent valuer appointed in accordance with this paragraph 5 pursuant to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred PaymentClause 13. 5.2 13.2 The parties Parties shall endeavour to agree on the appointment of an independent Expert. 5.3 . If the parties Parties are unable to agree on an Expert within seven days 10 Business Days of a Termination Date (if required), then the expert shall be an accountant nominated at the request of either party serving details of a suggested expert on Party by the other, either party may request President for the president time being of the Institute of Chartered Accountants to appoint an Expert of repute with experience in consultancy businessesEngland and Wales. 5.4 13.3 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties Parties within a maximum of two months 20 Business Days of the matter being referred to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 13.4 All matters under this paragraph 5 shall Clause must be conducted, and the Expert’s 's decision shall be written, in the English language. 5.7 13.5 The parties Parties are entitled to make submissions to the Expert including oral submissions and shall will provide (or procure that others including any of the Companies will provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 13.6 To the extent not provided for by this paragraphClause 13, the Expert may, may in his reasonable discretion, discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 13.7 Each party shall, Party shall with reasonable promptness, promptness supply (and procure that others including any of the Companies supply) each other party with all information and give each other party the Expert access to all documentation and personnel as each other party the Expert may reasonably requires require to make a submission under this paragraph 5Clause. 5.10 13.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred Payment, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s 's written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 Each party shall bear its own 13.9 The costs incurred in relation to the Expertreference to the Expert shall be borne between the Parties equally. The Expert’s 's fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties Parties equally.

Expert. 5.1 3.1 An Expert is a person appointed in accordance with this paragraph 5 3 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred PaymentCompletion Accounts. 5.2 3.2 The parties shall agree on the appointment of an independent Expert. 5.3 3.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party may request the president President of the Institute of Chartered Accountants to appoint an Expert of repute with experience in consultancy businessesrepute. 5.4 3.4 The Expert is required to shall prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two three months of the matter being referred to the Experthim. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 3.5 All matters under this paragraph 5 3 shall be conducted, and the Expert’s decision shall be written, in the English language. 5.7 3.6 The parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 3.7 To the extent not provided for by this paragraphparagraph 3, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 5.9 3.8 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 53. 5.10 3.9 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred Paymentdispute, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 3.10 Each party shall bear its own costs in relation to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equallyequally or in such other proportions as the Expert directs.

Expert. 5.1 An Expert 18.5.1. If under this Agreement any matter is to be referred to an expert, and if during the term of the Agreement the Parties agree that a person appointed in accordance with point of difference between them shall be resolved by an expert, the provisions of this paragraph 5 to resolve a dispute arising in relation to the calculation of Relevant Turnover and clause shall apply unless modified by any Deferred Paymentother express provision. 5.2 18.5.2. The parties shall agree on procedure for the appointment of an independent Expert.expert shall be as follows: 5.3 If 18.5.2.1. the parties are unable Party wishing the appointment to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party may request the president of the Institute of Chartered Accountants to appoint an Expert of repute with experience in consultancy businesses. 5.4 The Expert is required to prepare a written decision and be made shall give notice (including a copy) of the decision to that effect to the parties within a maximum of two months other Party and such notice shall give details of the matter being referred which it is proposed shall be resolved by the expert; 18.5.2.2. the Parties shall meet in order to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertiseagree upon an expert; and 18.5.2.3. if within 5 (bfive) this paragraph 5 applies in relation Business Days from the service of the said notice the Parties have failed to meet or failed to agree upon an expert, then the matter may forthwith be referred by either Party to the new Expert chairman of the South African Petroleum Industry Association ("SAPIA") who shall be requested to select an expert within 5 (five) Business Days and in so doing take such independent advice as if he were the first Expert appointedor she thinks fit. 5.6 All matters under this paragraph 5 18.5.3. The expert shall specify the procedure to be adopted by the Parties in the hearing of the dispute. 18.5.4. The expert shall be conducted, entitled to obtain such independent-professional and/or technical advice as he or she may reasonably require. 18.5.5. The expert shall give full written reasons for his/her determination and shall furnish the Expert’s decision Parties therewith within 5 (five) Business Days after the conclusion of the hearing. 18.5.6. The expert shall be written, in the English language. 5.7 The parties are entitled to make submissions to the Expert including oral submissions and deemed not be an arbitrator but shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the render his/her determination as he considers just or appropriate. 5.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 5. 5.10 The Expert shall act as an expert and any law relating to arbitration shall not as an arbitratorapply to such expert or his/her determination or the procedure by which the expert reaches his/her determination. 18.5.7. The Expert shall determine final determination of the amount of Relevant Turnover and any Deferred Payment, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him expert shall be final conclusive and binding on upon the parties Parties, save in the absence event of fraud, manifest error error, or fraudfailure by the expert to disclose any relevant interest. 5.11 Each party shall bear its own costs 18.5.8. Unless otherwise agreed by the Parties in relation to writing, the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) expert shall be borne equally by the parties equallyParties.

Expert. 5.1 An Expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred Payment. 5.2 3.1 The parties shall agree on the appointment of an independent ExpertExpert and shall agree with the Expert the terms of their appointment. 5.3 3.2 If the parties are unable to agree on an Expert or the terms of their appointment within seven days of either party serving details of a suggested expert on the other, either party may shall then be entitled to request the president President of the Institute of Chartered Accountants of England and Wales to appoint an Expert of repute with experience in consultancy businessesthe types of matters set out in this Schedule or in relation to such matters set out in clause 12 if the appointment is made or to be made in accordance with clause 12.3(b) of this agreement. 5.4 3.3 The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of two three months of the matter being referred to the Expert. 5.5 3.4 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this paragraph 5.4, then: (a) either party the parties may apply to the President of the Institute of Chartered Accountants agree to discharge the Expert and to appoint a replacement Expert with the required expertiseExpert; and (b) the parties may proceed to appoint a replacement Expert in accordance with this paragraph 5 applies in relation 3 which shall apply to the new replacement Expert as if he they were the first Expert to be appointed. 5.6 All matters under this paragraph 5 shall be conducted, and the Expert’s decision shall be written, in the English language. 5.7 3.5 The parties are entitled to make submissions to the Expert including oral submissions and shall will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 3.6 To the extent not provided for by this paragraph, the Expert may, may in his their reasonable discretion, discretion determine such other procedures to assist with the conduct of the determination as he considers they consider just or appropriateappropriate including (to the extent considered necessary) instructing professional advisers to assist them in reaching their determination. 5.9 3.7 Each party shall, shall with reasonable promptness, promptness supply each other party with all information and give each other party access to all documentation and personnel and/or things as each the other party may reasonably requires require to make a submission under this paragraph 5paragraph. 5.10 3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred Payment, matters in accordance with paragraph 3.3 which may include any issue involving the interpretation of any provision of this agreementAgreement, his their jurisdiction to determine the matters and issues referred to him or his them and/or their terms of reference. The Expert may award interest as part of their decision. The Expert’s 's written decision on the matters referred to him them shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 3.9 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s 's fees and any costs properly incurred by him them in arriving at his their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equallyequally or in such other proportions as the Expert may direct. 3.10 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert. 3.11 Each party shall act reasonably and co-operate to give effect to the provisions of this Schedule and otherwise do nothing to hinder or prevent the Expert from reaching their determination. 3.12 The Expert shall have no liability to the parties for any act or omission in relation to this appointment; save in the case of bad faith.

Expert. 5.1 An Expert 18.5.1. If under this Agreement any matter is to be referred to an expert, and if during the term of the Agreement the Parties agree that a person appointed in accordance with point of difference between them shall be resolved by an expert, the provisions of this paragraph 5 to resolve a dispute arising in relation to the calculation of Relevant Turnover and clause shall apply unless modified by any Deferred Paymentother express provision. 5.2 18.5.2. The parties shall agree on procedure for the appointment of an independent Expert.expert shall be as follows: 5.3 If 18.5.2.1. the parties are unable Party wishing the appointment to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party may request the president of the Institute of Chartered Accountants to appoint an Expert of repute with experience in consultancy businesses. 5.4 The Expert is required to prepare a written decision and be made shall give notice (including a copy) of the decision to that effect to the parties within a maximum of two months other Party and such notice shall give details of the matter being referred which it is proposed shall be resolved by the expert; 18.5.2.2. the Parties shall meet in order to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertiseagree upon an expert; and 18.5.2.3. if within 5 (bfive) this paragraph 5 applies in relation Business Days from the service of the said notice the Parties have failed to meet or failed to agree upon an expert, then the matter may forthwith be referred by either Party to the new Expert chairman of the South African Petroleum Industry Association ("XXXXX") who shall be requested to select an expert within 5 (five) Business Days and in so doing take such independent advice as if he were the first Expert appointedor she thinks fit. 5.6 All matters under this paragraph 5 18.5.3. The expert shall specify the procedure to be adopted by the Parties in the hearing of the dispute. 18.5.4. The expert shall be conducted, entitled to obtain such independent-professional and/or technical advice as he or she may reasonably require. 18.5.5. The expert shall give full written reasons for his/her determination and shall furnish the Expert’s decision Parties therewith within 5 (five) Business Days after the conclusion of the hearing. 18.5.6. The expert shall be written, in the English language. 5.7 The parties are entitled to make submissions to the Expert including oral submissions and deemed not be an arbitrator but shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the render his/her determination as he considers just or appropriate. 5.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 5. 5.10 The Expert shall act as an expert and any law relating to arbitration shall not as an arbitratorapply to such expert or his/her determination or the procedure by which the expert reaches his/her determination. 18.5.7. The Expert shall determine final determination of the amount of Relevant Turnover and any Deferred Payment, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him expert shall be final conclusive and binding on upon the parties Parties, save in the absence event of fraud, manifest error error, or fraudfailure by the expert to disclose any relevant interest. 5.11 Each party shall bear its own costs 18.5.8. Unless otherwise agreed by the Parties in relation to writing, the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) expert shall be borne equally by the parties equallyParties.

Expert. 5.1 An Expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred Payment. 5.2 1.1 The parties Parties shall agree on the appointment of an independent third party to be an expert (“Expert”) and shall agree with the Expert the terms of their appointment. The Parties shall use all reasonable efforts to agree such Expert within 7 days of [insert trigger]. Any Expert suggested by either Party must have at least [X] years’ experience of resolving matters similar to those in dispute. 5.3 1.2 If the parties Parties are unable to agree on an Expert or the terms of their appointment within seven days of either party Party serving details of a suggested expert on the other, either party may Party shall then be entitled to request the president of the Institute of Chartered Accountants Centre for Effective Dispute Resolution (CEDR) to appoint an Expert of professional repute and for the CEDR to agree with experience in consultancy businessesthe Expert the terms of appointment. 5.4 1.3 The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of two three months of the matter being referred to the Expert. 5.5 1.4 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, this Clause then: (a) either party Party may apply to the President London Court of the Institute of Chartered Accountants International Arbitration to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation Clause shall apply to the new Expert as if he they were the first Expert appointed. 5.6 1.5 All matters under this paragraph 5 shall clause must be conducted, and the Expert’s decision shall be written, in the English language. 5.7 1.6 The parties Parties are entitled to make submissions to the Expert including oral submissions and shall will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 1.7 Each party shall, Party shall with reasonable promptness, promptness supply each other party with all information and give each other party access to all documentation and personnel and/or things as each the other party Party may reasonably requires require to make a submission under this paragraph 5clause. 5.10 1.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount matter under the agreement. The Expert may award interest as part of Relevant Turnover and any Deferred Payment, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of referencetheir decision. The Expert’s written decision on the matters referred to him them shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 Each party shall bear its own costs in relation to the Expert. 1.9 The Expert’s fees and any costs properly incurred by him them in arriving at his their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equallyParties equally or in such other proportions as the Expert shall direct. 1.10 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the Parties and the Expert.

Expert. 5.1 3.1 An Expert is a person appointed in accordance with this paragraph 5 3 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred PaymentCompletion Accounts. 5.2 3.2 The parties shall agree on the appointment of an independent Expert. 5.3 3.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party may request the president President for the time being of the Institute of Chartered Accountants in England and Wales (“the Institute”) to appoint an Expert Chartered Accountant of repute with experience in consultancy businessesthe preparation of the Completion Accounts. 5.4 3.4 The Expert is required to shall prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months of the matter being referred to the Experthim. 5.5 3.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, 3.4 then: (a) 3.5.1 either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) 3.5.2 this paragraph 5 3 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 3.6 All matters under this paragraph 5 3 shall be conducted, and the Expert’s Expert´s decision shall be written, in the English language. 5.7 3.7 The parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 3.8 To the extent not provided for by this paragraphparagraph 3, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 5.9 3.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 53. 5.10 3.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred Paymentdispute, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s Expert´s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 3.11 Each party shall bear its own costs in relation to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equallyequally or in such other proportions as the Expert directs.

Expert. 5.1 An Where the Agreement provides that any Dispute or other matter shall be referred to an Expert is or the Parties otherwise so agree the following provisions shall apply: a) The Expert shall be an independent person with relevant experience and willing to act, agreed between the Parties, or if not agreed within[ ] days of a person request in writing by either Party, appointed by [_ ]; b) Other than in the case of invoices disputed by Purchaser in accordance with this paragraph 5 to resolve Clause 9.6, for a dispute arising in relation to the calculation of Relevant Turnover and any Deferred Payment. 5.2 The parties shall agree on period of[ ] days after the appointment of an independent Expert. 5.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party may request the president of the Institute of Chartered Accountants to appoint an Expert of repute with experience in consultancy businesses. 5.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months of the matter being referred to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of actingsuch other period as the Parties may agree, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party each Party may apply make such written submissions as it wishes to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint shall simultaneously provide a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation copy to the new Expert as if he were the first Expert appointed. 5.6 All matters under this paragraph 5 shall be conductedother Party, and at the Expert’s decision end of such [ ]day period each Party shall be written, in the English language. 5.7 The parties are entitled have a period of[ ] days to make counter- submissions to the Expert including oral (with a copy to the other Party) in reply to the other Party’s written submissions made during the aforementioned [ ]day period provided that neither Party shall during such[ ] day period make any written counter-submission which purports to reply to, raise or refer to, any new matters not raised or referred to in any submission made during the aforementioned day period; c) At the end of the day period referred to in paragraph (b) above, and shall provide (or procure that others provide) no later than [ ] days thereafter, either Party may, with the consent of the Expert with such assistance and documents as at a time and place decided by the Expert, make an oral presentation to the Expert reasonably requires for in the purpose presence of reaching a decision. 5.8 To the extent not provided for by this paragraph, other Party commenting on or explaining matters previously submitted to the Expert may, in writing; d) The Expert shall render his reasonable discretion, determine such other procedures to assist with the conduct determination in writing within[ ] days of the determination as he considers just or appropriate. 5.9 Each party shall, completion of the oral presentation given in accordance with reasonable promptness, supply each other party with all information Clause 16.2(c) and give each other party access to all documentation reasonable details of the reasons for his determination; e) The decision of the Expert shall be final and personnel as each other party reasonably requires to make a submission under this paragraph 5.binding on the Parties save in the event of fraud or manifest error or mistake; 5.10 f) The Expert shall act as an expert and not as an arbitrator. ; g) The Expert shall determine the amount of Relevant Turnover and any Deferred Payment, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 Each party shall bear its own costs in relation to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) Expert shall be borne as determined by the parties equallyExpert or, in default of such determination, equally by the Parties.

Expert. 5.1 An Expert is a person appointed in accordance with this paragraph 5 7.1 Except as to resolve a dispute arising in relation matters of law and subject to the calculation express provisions of Relevant Turnover this Agreement to the contrary any dispute or difference arising between the parties as to any of the provisions of this Agreement and/or their respective rights duties or obligations or as to any other matter or thing in any way arising out of or in connection with the subject matter of this Agreement shall forthwith be referred by the parties or any of them for determination by an independent person (“the Expert”) to be agreed upon between the parties and failing such agreement within ten (10) Working Days of any Deferred Payment. 5.2 The parties shall party calling upon the others to agree to be appointed on the appointment application of an independent Expert. 5.3 If the parties are unable to agree on an Expert within seven days or any of either party serving details them by the President for the time being of a suggested expert on the other, either party may request the president of the Institute The Royal Institution of Chartered Accountants to appoint an Expert of repute with experience in consultancy businesses.Surveyors or any successor Institute (“the President”) 5.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months of the matter being referred to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 All matters under this paragraph 5 shall be conducted, and the Expert’s decision shall be written, in the English language. 5.7 The parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 5. 5.10 7.2 The Expert shall act as an expert and not as an arbitrator. The make his determination within twenty (20) Working Days from the date of his appointment such determination to be made in writing giving full reasons therefor and shall be binding upon the parties 7.3 If the Expert shall determine die delay or become unwilling or incapable of acting or if for any reason the amount President shall in his absolute discretion think fit he may in writing discharge the Expert and appoint another in his place 7.4 It is hereby agreed and declared that:- (a) the Expert shall afford to the parties the opportunity to make representations in writing and consider any written representations made by or on behalf of Relevant Turnover the parties hereto which are received by him within ten (10) Working Days after the parties have been afforded such an opportunity and any Deferred Payment, which may include any issue involving the interpretation each party shall be entitled to receive a copy of any provision such written representations made by or on behalf of this agreement, his jurisdiction the other parties and within five (5) Working Days of such receipt to make written counter-representations (b) the Expert shall be entitled to call for such independent expert advice on such matters as he shall think fit (c) the Expert shall have an unfettered discretion to determine the matters reference to him (d) the fees and issues referred to him or expenses of the Expert including the cost of his terms of reference. The Expert’s written decision on the matters referred to him appointment shall be final and binding on borne equally between the parties in the absence of manifest error or fraud. 5.11 Each (and if any party shall bear its own costs in relation to pay the Expert. The Expert’s fees and any costs properly incurred expenses it shall be entitled to recover one half from the other) unless the Expert shall direct otherwise and he shall have power so to direct if he considers it reasonable to do so having had regard to the conduct of the parties during the course of the dispute in question 8.1. The Mortgagee acknowledges and declares that this Deed has been entered into by him the Owner with its consent and that the Land shall be bound by the obligations contained in arriving at his determination (including any fees this Deed and costs the security of the mortgage over the land shall take effect subject to this Deed PROVIDED THAT the Mortgagee shall otherwise have no liability under this Deed unless it takes possession of the Land in which case it too will be bound by the obligations as if it were a person deriving title from the Owner. 8.2. The Owner hereby covenants to indemnify the Mortgagee in respect of any advisers appointed by liabilities, action, demands, proceedings, costs and expenses arising directly or indirectly as a result of the Expert) shall be borne by the parties equallyMortgagee having entered into this Deed.

Expert. 5.1 3.1 An Expert is a person appointed in accordance with this paragraph 5 3 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any Deferred PaymentCompletion Accounts. 5.2 3.2 The parties shall agree on the appointment of an independent Expert. 5.3 3.3 If the parties are unable to agree on an Expert within seven days of either their party serving details of a suggested expert on the other, either party may request the president chairman of the Institute of Chartered Accountants in England & Wales to appoint an Expert of repute with experience in consultancy businessesExpert. 5.4 3.4 The Expert is required to shall prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months of the matter being referred to the Experthim. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 3.5 All matters under this paragraph 5 3 shall be conducted, and the Expert’s 's decision shall be written, in the English language. 5.7 3.6 The parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 3.7 To the extent not provided for by this paragraphparagraph 3, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 5. 5.10 3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred Paymentdispute, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s 's written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 3.9 Each party shall bear its own costs in relation to the Expert. The Expert’s 's fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equallyor in such other proportions as the Expert directs.

Expert. 5.1 An Expert is a person appointed in accordance with this paragraph 5 7.1 Except as to resolve a dispute arising in relation matters of law and subject to the calculation express provisions of Relevant Turnover this Agreement to the contrary any dispute or difference arising between the parties as to any of the provisions of this Agreement and/or their respective rights duties or obligations or as to any other matter or thing in any way arising out of or in connection with the subject matter of this Agreement shall forthwith be referred by the parties or any of them for determination by an independent person (“the Expert”) to be agreed upon between the parties and failing such agreement within ten (10) Working Days of any Deferred Payment. 5.2 The parties shall party calling upon the others to agree to be appointed on the appointment application of an independent Expert. 5.3 If the parties are unable to agree on an Expert within seven days or any of either party serving details them by the President for the time being of a suggested expert on the other, either party may request the president of the Institute The Royal Institution of Chartered Accountants to appoint an Expert of repute with experience in consultancy businesses.Surveyors or any successor Institute (“the President”) 5.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months of the matter being referred to the Expert. 5.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, then: (a) either party may apply to the President of the Institute of Chartered Accountants to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 All matters under this paragraph 5 shall be conducted, and the Expert’s decision shall be written, in the English language. 5.7 The parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 5. 5.10 7.2 The Expert shall act as an expert and not as an arbitrator. The make his determination within twenty (20) Working Days from the date of his appointment such determination to be made in writing giving full reasons therefor and shall be binding upon the parties 7.3 If the Expert shall determine die delay or become unwilling or incapable of acting or if for any reason the amount President shall in his absolute discretion think fit he may in writing discharge the Expert and appoint another in his place 7.4 It is hereby agreed and declared that:- (a) the Expert shall afford to the parties the opportunity to make representations in writing and consider any written representations made by or on behalf of Relevant Turnover the parties hereto which are received by him within ten (10) Working Days after the parties have been afforded such an opportunity and any Deferred Payment, which may include any issue involving the interpretation each party shall be entitled to receive a copy of any provision such written representations made by or on behalf of this agreement, his jurisdiction the other parties and within five (5) Working Days of such receipt to make written counter-representations (b) the Expert shall be entitled to call for such independent expert advice on such matters as he shall think fit (c) the Expert shall have an unfettered discretion to determine the matters reference to him (d) the fees and issues referred to him or expenses of the Expert including the cost of his terms of reference. The Expert’s written decision on the matters referred to him appointment shall be final and binding on borne equally between the parties in the absence of manifest error or fraud. 5.11 Each (and if any party shall bear its own costs in relation to pay the Expert. The Expert’s fees and any costs properly incurred expenses it shall be entitled to recover one half from the other) unless the Expert shall direct otherwise and he shall have power so to direct if he considers it reasonable to do so having had regard to the conduct of the parties during the course of the dispute in question 8.1 The Mortgagee acknowledges and declares that this Deed has been entered into by him the Owner with its consent and that the Land shall be bound by the obligations contained in arriving at his determination (including any fees this Deed and costs the security of the mortgage over the Land shall take effect subject to this Deed PROVIDED THAT the Mortgagee shall otherwise have no liability under this Deed unless it takes possession of the Land in which case it too will be bound by the obligations as if it were a person deriving title from the Owner 8.2 The Owner hereby covenants to indemnify the Mortgagee in respect of any advisers appointed by liabilities action demands proceedings costs and expenses arising directly or indirectly as a result of the Expert) shall be borne by the parties equally.Mortgagee having entered into this Deed

Expert. 5.1 3.1 An Expert is a person appointed in accordance with this paragraph 5 3 to resolve a dispute arising disputes in relation to the calculation of Relevant Turnover and any Deferred PaymentCompletion Accounts. 5.2 3.2 The parties shall agree on the appointment of an independent Expert. 5.3 3.3 If the parties are unable to agree on an Expert within seven 14 days of either party serving details of a suggested expert on the other, either party may shall then be entitled to request the president of the Institute of Chartered Accountants in England and Wales to appoint an Expert independent Accountant of repute with experience in consultancy businessesthe valuation of companies. 5.4 3.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of two months 28 days of the matter being referred to the Expert. 5.5 3.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 5.4, 3.4 then: (a) 3.5.1 either party may apply to the President of the Institute of Chartered Accountants in England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) 3.5.2 this paragraph 5 3.5 applies in relation to the new Expert as if he were the first Expert appointed. 5.6 3.6 All matters under this paragraph 5 shall 3 must be conducted, and the Expert’s decision of the Expert shall be written, in the English language. 5.7 3.7 The parties are entitled to make written submissions to the Expert including oral submissions and shall will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.8 3.8 To the extent not provided for by this paragraphparagraph 3, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate. 5.9 3.9 Each party shall, with reasonable promptness, supply each other party with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this paragraph 53. 5.10 3.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the amount of Relevant Turnover and any Deferred PaymentCompletion Accounts, which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision of the Expert on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 5.11 3.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees of the Expert and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equallyor in such other proportions as the Expert shall direct.