Common use of Expert Clause in Contracts

Expert. Where the Agreement provides that any Dispute or other matter shall be referred to an Expert or the Parties otherwise so agree the following provisions shall apply: 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 request in writing by either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes to the Expert and shall simultaneously provide a copy to the other Party, and at the end of such [______________]day period each Party shall have a period of[_________________] days to make counter-submissions to the Expert (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; At the end of the day period referred to in paragraph (b) above, and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert shall render his determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert shall be final and binding on the Parties save in the event of fraud or manifest error or mistake; The Expert shall act as an expert and not as an arbitrator; The costs of the Expert shall be borne as determined by the Expert or, in default of such determination, equally by the Parties. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where (a) The Buyer and the Agreement provides that any Dispute or other matter Seller shall be referred use reasonable endeavours to agree on the identity of the Expert expeditiously following the expiry of the Third Period. If they are unable to agree on the identity of an Expert within 10 Business Days after expiry of the Third Period, either the Buyer or the Parties otherwise so Seller may request the President for the time being of the Institute of Chartered Accountants in England and Wales to nominate the Expert. (b) The Buyer and the Seller shall use their reasonable endeavours to agree the following terms of engagement for the Expert within 10 Business Days of the Expert’s selection or nomination and shall not unreasonably (having regard to the provisions shall apply: of this ‎Schedule 4) refuse its agreement to any terms of engagement proposed by the Expert (which may include a limitation on its liability consistent with market practice at the relevant time) or the other party. (c) The Expert shall be an independent person with relevant experience and willing instructed to act, agreed between determine the Parties, or if not agreed within[__________] days of a request in writing by either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser Closing Statement in accordance with Clause 9.6the procedure described in this ‎Schedule 4 and the basis of preparation set out in paragraph ‎2 of this ‎Part A of ‎Schedule 4, and to take account of any items from any Response Notice served pursuant to paragraph ‎5(d) of this ‎Part A of ‎Schedule 4 and any further adjustments proposed by the Buyer pursuant to paragraph ‎5(g) of this ‎Part A of ‎Schedule 4 to the extent not otherwise agreed by the parties. The Expert may call for a period of[______________] days after and inspect such documents as it reasonably considers necessary. (d) Within 10 Business Days of the formal appointment of the Expert or such Expert, the Buyer on the one hand and the Seller on the other period as shall each prepare a written statement on the Parties may agreeDisputed Matters which, each Party may make such written submissions as it wishes together with the relevant supporting documents, shall be submitted to the Expert and for determination. (e) Upon receipt of the written statements, the Expert shall simultaneously provide deliver immediately to each party a copy to of the other Partyparty’s submission (together with the relevant supporting documents). (f) Following delivery of their respective submissions, the Buyer and at the end of such [______________]day period Seller shall each Party shall have a period of[_________________] days the opportunity to make counter-comment once only on the other’s submissions by written comment delivered to the Expert (with a and copied to the other) not later than 5 Business Days after receipt of the other’s submission. After that, neither the Buyer nor the Seller shall be entitled to make further statements or submissions, except to the extent requested by the Expert (in which case it shall, on each occasion, copy such statement or submission to the other Party) in reply to party and give 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 party 5 Business Days to reply to, raise or refer to, any new matters not raised or referred respond to in any submission made during the aforementioned day period; At the end of the day period referred to in paragraph it). (bg) above, and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert shall render his determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert shall be final in writing and binding shall be delivered to the Seller and the Buyer. In giving its determination, the Expert shall state what adjustments (if any) are necessary to the draft Working Capital Statement, the draft Excess Cash Less Third Party Debt Statement and/or the draft Connected Debt Statement (as applicable) in respect of the Disputed Items in order to comply with the requirements of this Agreement and to determine finally the Closing Statement. The Expert shall be instructed to give notice of (including a copy) of the decision to the Buyer and the Seller (without reasons) within a maximum of 15 Business Days of the matter being referred to him. (h) The Expert shall determine (using its own legal advice as appropriate) any question of the legal construction of this Agreement to the extent that it is relevant to the determination of the Closing Statement. If the Expert obtains legal advice, a copy of the advice and any instructions on which it is based shall be delivered to the Parties save in Seller and to the event of fraud or manifest error or mistake; Buyer. (i) The Expert shall act as an expert (and not as an arbitrator; The costs ) in making any determination which shall (in the absence of manifest error) be final and binding on the parties. In particular, without limitation, its determination of any fact which it has found necessary to determine for the purposes of its determination pursuant to this ‎Schedule 4 is binding on the parties for all purposes. (j) After agreement or determination of the Expert Disputed Matters, the Buyer shall be borne as determined finalise the draft Closing Statement by amending it in accordance with any determination made by the Expert orand, in default of such within 5 Business Days after that agreement or determination, equally by deliver to the PartiesSeller and to the Buyer the final form of the Closing Statement, which shall constitute the Closing Statement for the purposes of this Agreement. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where If the Agreement provides Parties agree that any Dispute or other the matter shall should be referred to an Expert or expert for resolution, the following procedure shall apply unless otherwise agreed by the Parties: (a) either Party shall notify ("INITIAL NOTICE") the other Party of the matter it wishes to be resolved including the name of the person whom it nominates as the expert; (b) the recipient of the Initial Notice shall notify the other Party ("REPLY") within 3 days if it does not accept the person so nominated and make a nomination of the person it proposes to be the expert; (c) if the Parties otherwise so are not able to agree the following provisions shall apply: 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 request in writing by either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after on the appointment of the Expert expert within 7 days of the Initial Notice, either Party may request the Chairman of the Australian Institute of Petroleum to appoint a person qualified by education, experience and training in the subject matter in dispute to be the expert; (d) the expert so appointed shall promptly fix a reasonable time and place for receiving submissions or such other period as information from the Parties or from any other persons that the expert may agree, each Party think fit and the expert may make such written submissions further enquiries and require such other evidence as it wishes to he or she may consider necessary for determining the Expert matter and shall simultaneously provide a copy in accordance with this Agreement determine the matter with all due diligence and speed; (e) the expert shall not be deemed not to the other Party, and at the end of such [______________]day period each Party shall have a period of[_________________] days to make counter-submissions to the Expert (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; At the end of the day period referred to in paragraph (b) above, and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make be an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert arbitrator but shall render his decision as an expert; (f) the determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert expert shall be final and binding on upon the Parties save in the event of fraud fraud, mistake or manifest error or mistakemiscarriage; (g) each Party shall bear the costs and expenses of all counsel, witnesses and employees retained by it but the cost and expenses of the expert shall be apportioned between the Parties in such proportions as the expert shall in the circumstances consider proper; The Expert shall act as and (h) if an expert appointed has not arrived at a determination within a period of 30 days from the date of appointment, either Party may upon giving notice to the other, terminate the appointment and not as an arbitrator; The costs of the Expert a new expert shall be borne as appointed and the point of difference determined by in accordance with the Expert or, in default provisions of such determination, equally by the Partiesthis Clause. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where 15.1 The Significant Shareholders shall endeavour to agree in writing on the Agreement provides that any Dispute or other matter shall be referred to appointment of an Expert or to decide on matters relating to a determination on Fair Value in accordance with the Parties otherwise so provisions of this Clause 15.1. 15.2 If the Significant Shareholders are unable to agree on an Expert within fifteen (15) Business Days of the following provisions date of deemed service, of a Notice of Transfer Event, they undertake that they shall apply: jointly apply to the then President of Institute of Certified Public Accountants in Israel to appoint the Expert, and each Significant Shareholder undertakes that they shall not withhold their agreement to, and participation in, the joint application in such circumstances and that they shall co-operate with the other Significant Shareholder in relation to that joint application and the engagement of such nominated firm. 15.3 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 prepare a request determination in writing by either Party, appointed by [_______________]; Other than and give notice in writing (including a copy) of the case determination to the Significant Shareholders within one (1) month of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after the appointment of the Expert. 15.4 If the Expert becomes unwilling or such other period as incapable of acting, or does not deliver the Parties determination within the time required by Clause 15.3, then: (a) any Significant Shareholder may agree, each Party may make such written submissions as it wishes apply to the then President of Institute of Certified Public Accountants in Israel to discharge the Expert and shall simultaneously provide to appoint a copy to replacement Expert with the other Party, and at the end of such [______________]day period each Party shall have a period of[_________________] days to make counter-submissions to the Expert (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 periodrequired expertise; At the end of the day period referred to in paragraph and (b) above, and no later than [__________] days thereafter, either Party may, with this Clause 15.4 shall apply in relation to such replacement Expert as if it were the consent of the first Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert shall render his determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert shall be final and binding on the Parties save in the event of fraud or manifest error or mistake; appointed. 15.5 The Expert shall act as an expert and not as an arbitrator; . All actions under this Clause 14 shall be conducted, and the Expert’s determination shall be written, in the English language. 15.6 The Significant Shareholders shall be entitled to make submissions to the Expert and shall provide (or procure that others, including the Company, provide) the Expert with such assistance, facilities and documents as the Expert reasonably requires for the purpose of reaching a decision, subject to the Expert providing such undertakings as to confidentiality as the Significant Shareholders may reasonably require. 15.7 Each Significant Shareholder shall with reasonable promptness provide (and procure that others, including the Company, provide) the other Significant Shareholders with all information and access to all documentation and personnel as it may reasonably require in order to make a submission under this Clause 14, the Expert may in its reasonable discretion determine such other procedures to assist with the conduct of the determination as it considers just or appropriate. 15.8 The Expert’s written determination on the matters referred to it shall be final and binding on the Parties in the absence of manifest error or fraud. 15.9 The Expert’s fees and any costs properly incurred in relation to the determination (including any fees and costs of any advisers appointed by the Expert Expert) shall be borne as determined by the Expert or, in default of such determination, equally by the PartiesDefaulting Shareholder. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where 1.1 The Parties shall agree on the Agreement provides that any Dispute or other matter appointment of an independent third party to be an expert (“Expert”) and shall be referred 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. 1.2 If the Parties are unable to agree on an Expert or the Parties otherwise so terms of their appointment within seven days of either Party serving details of a suggested expert on the other, either Party shall then be entitled to request the Centre for Effective Dispute Resolution (CEDR) to appoint an Expert of professional repute and for the CEDR to agree with the following provisions shall apply: Expert the terms of appointment. 1.3 The Expert shall be an independent person with relevant experience is required to prepare a written decision including reasons and willing give notice (including a copy) of the decision to act, agreed between the Partiesparties within a maximum of three months of the matter being referred to the Expert. 1.4 If the Expert dies or becomes unwilling or incapable of acting, or if does not agreed within[__________] days of a request in writing deliver the decision within the time required by this Clause then: (a) either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes apply to the London Court of International Arbitration to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause shall simultaneously provide a copy apply to the other Partynew Expert as if they were the first Expert appointed. 1.5 All matters under this clause must be conducted, and at the end of such [______________]day period each Party Expert’s decision shall have a period of[_________________] days be written, in the English language. 1.6 The Parties are entitled to make counter-submissions to the Expert including oral submissions and 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 copy to the other Party) in reply to the other Party’s written submissions made during the aforementioned [_____________]day period provided that neither decision. 1.7 Each Party shall during such[___________] day period make any written counter-submission which purports with reasonable promptness supply each other with all information and give each other access to reply to, raise or refer to, any new matters not raised or referred to in any submission made during the aforementioned day period; At the end of the day period referred to in paragraph (b) above, all documentation and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of personnel and/or things as the other Party commenting on or explaining matters previously submitted may reasonably require to the Expert in writing; The Expert shall render his determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert shall be final and binding on the Parties save in the event of fraud or manifest error or mistake; make a submission under this clause. 1.8 The Expert shall act as an expert and not as an arbitrator; . The Expert shall determine the matter under the agreement. The Expert may award interest as part of their decision. The Expert’s written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud. 1.9 The Expert’s fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the Parties 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 borne as determined by kept confidential among the Expert or, in default of such determination, equally by Parties and the PartiesExpert. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where 3.1 An Expert is a person appointed in accordance with this paragraph 3 to resolve a dispute arising in relation to the Agreement provides that any Dispute or other matter Completion Accounts. 3.2 The parties shall be referred agree on the appointment of an independent Expert. 3.3 If the parties are unable to agree on an Expert or within seven days of either party serving details of a suggested expert on the Parties otherwise so agree other, either party may request the following provisions shall apply: 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 the preparation of the Completion Accounts. 3.4 The Expert shall be an independent person with relevant experience prepare a written decision and willing give notice (including a copy) of the decision to act, agreed between the Partiesparties within a maximum of two months of the matter being referred to him. 3.5 If the Expert dies or becomes unwilling or incapable of acting, or if does not agreed within[__________] days of a request in writing deliver the decision within the time required by paragraph 3.4 then: 3.5.1 either Party, appointed by [_______________]; Other than in party may apply to the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes Institute to discharge the Expert and shall simultaneously provide to appoint a copy replacement Expert with the required expertise; and 3.5.2 this paragraph 3 applies in relation to the other Partynew Expert as if he were the first Expert appointed. 3.6 All matters under this paragraph 3 shall be conducted, and at the end of such [______________]day period each Party Expert´s decision shall have a period of[_________________] days be written, in the English language. 3.7 The parties are entitled to make counter-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 copy decision. 3.8 To the extent not provided for by this paragraph 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 other Partyextent he considers necessary) instructing professional advisers to assist him 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; At the end of the day period referred to in paragraph (b) above, and no later than [__________] days thereafter, either Party mayreaching his determination. 3.9 Each party shall, with the consent of the Expert and at a time and place decided by the Expertreasonable promptness, make an oral presentation to the Expert in the presence of the supply each other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert shall render his determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) all information and give reasonable details of the reasons for his determination; The decision of the Expert shall be final each other access to all documentation and binding on the Parties save in the event of fraud or manifest error or mistake; personnel as each other reasonably requires to make a submission under this paragraph 3. 3.10 The Expert shall act as an expert and not as an arbitrator; . The Expert shall determine any dispute, 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 in the absence of manifest error or fraud. 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 Expert) shall be borne as determined by the parties equally or in such other proportions as the Expert or, in default of such determination, equally by the Partiesdirects. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where the Agreement provides that any Dispute or other matter shall be referred to an Expert 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[__________within [ ] days of a request in writing by either Party, appointed by [_______________]; the Chairman of the International Chamber of Commerce; b) Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________of [ ] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes to the Expert and shall simultaneously provide a copy to the other Party, and at the end of such [______________][ ] day period each Party shall have a period of[_________________of [ ] days to make counter-submissions to the Expert (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[___________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 no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; ; d) The Expert shall render his determination in writing within[_______________within [ ] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; ; e) The decision of the Expert shall be final and binding on the Parties save in the event of fraud or manifest error or mistake; ; f) The Expert shall act as an expert and not as an arbitrator; ; g) The costs of the Expert shall be borne as determined by the Expert or, in default of such determination, equally by the Parties. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where If the Agreement provides Parties agree that any Dispute or other the matter shall should be referred to an Expert or expert for resolution, the following procedure shall apply unless otherwise agreed by the Parties: (a) either Party shall notify ("Initial Notice") the other Party of the matter it wishes to be resolved including the name of the person whom it nominates as the expert; (b) the recipient of the Initial Notice shall notify the other Party ("Reply") within 3 days if it does not accept the person so nominated and make a nomination of the person it proposes to be the expert; (c) if the Parties otherwise so are not able to agree the following provisions shall apply: 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 request in writing by either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after on the appointment of the Expert expert within 7 days of the Initial Notice, either Party may request the Chairman of the Australian Institute of Petroleum to appoint a person qualified by education, experience and training in the subject matter in dispute to be the expert; (d) the expert so appointed shall promptly fix a reasonable time and place for receiving submissions or such other period as information from the Parties or from any other persons that the expert may agree, each Party think fit and the expert may make such written submissions further enquires and require such other evidence as it wishes to he or she may consider necessary for determining the Expert matter and shall simultaneously provide a copy in accordance with this Agreement determine the matter with all due diligence and speed; (e) the expert shall not be deemed not to the other Party, and at the end of such [______________]day period each Party shall have a period of[_________________] days to make counter-submissions to the Expert (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; At the end of the day period referred to in paragraph (b) above, and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make be an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert arbitrator but shall render his decision as an expert; (f) the determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert expert shall be final and binding on upon the Parties save in the event of fraud fraud, mistake or manifest error or mistakemiscarriage; (g) each Party shall bear the costs and expenses of all counsel, witnesses and employees retained by it but the cost and expenses of the expert shall be apportioned between the Parties in such proportions as the expert shall in the circumstances consider proper; The Expert shall act as and (h) if an expert appointed has not arrived at a determination within a period of 30 days from the date of appointment, either Party may upon giving notice to the other, terminate the appointment and not as an arbitrator; The costs of the Expert a new expert shall be borne as appointed and the point of difference determined by in accordance with the Expert or, in default provisions of such determination, equally by the Parties. 16.3 The parties may alter the terms of clause 16 by agreement in writing.this Clause. EXPORT MARKETING AND SHIPPING AGREEMENT

Expert. Where the 13.1 Wherever this Agreement provides or the Operators have agreed that any Dispute or other matter shall is to be referred to an Expert or for determination, the Parties otherwise so agree the following provisions of this Clause 13 shall apply: . 13.2 An Operator seeking the referral of such matter to an Expert shall give notice to the other Operator that it wishes an Expert to be appointed and with such notice shall give: (a) details of the matter which it proposes shall be resolved by the Expert; and (b) the proposed terms of reference. 13.3 If within twenty-one (21) days from the service of the said notice the Operators have failed to agree upon the identity of the Expert and/or the terms of reference then the matter may be referred by either Operator to the President for the time being of the Law Society of England and Wales who shall be requested to select the Expert in accordance with this Clause and if willing to do so settle the terms of reference of such Expert within thirty (30) days. 13.4 Upon an Expert being agreed or selected under the foregoing provisions of this Clause either Operator shall forthwith notify such Expert of his selection and of any proposed terms of his appointment and shall request him within fourteen (14) days to confirm to the Operators whether or not he is willing and able to accept the appointment on the terms proposed. 13.5 If the Expert shall be either unwilling or unable to accept the appointment or shall not have confirmed his willingness and ability to accept such appointment within such period then (unless the Operators are able to agree on the appointment of another Expert) the matter may be referred by either Operator to the President for the time being of the Law Society of England and Wales who shall be requested to make a further selection and the process shall be repeated until an Expert is found who accepts the appointment in accordance with the proposed terms. 13.6 No person shall be appointed to act as the Expert under this Agreement: (a) who at the time of his appointment is a director office holder or employee of or directly or indirectly retained as a consultant to either of the Operators or an Affiliate of any of them, or otherwise has any conflict of interest; (b) unless he shall have the relevant experience and/or training to determine the matter in dispute in accordance with the terms of reference. 13.7 The Expert shall be deemed not to be an independent person with relevant experience and willing to act, agreed between the Parties, or if not agreed within[__________] days of a request in writing by either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes to the Expert and shall simultaneously provide a copy to the other Party, and at the end of such [______________]day period each Party shall have a period of[_________________] days to make counter-submissions to the Expert (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; At the end of the day period referred to in paragraph (b) above, and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert arbitrator but shall render his determination in writing within[_______________] days as an expert and the provisions of the completion of the oral presentation given in accordance with Clause 16.2(cArbitration Act 1996 (as amended from time to time) and give reasonable details of the reasons for law relating to arbitration shall not apply to such Expert or his determination or the procedure by which he reaches his determination; . 13.8 The decision determination of the Expert shall be final and binding on upon the Parties Operators save in the event of fraud or manifest error or mistake; The Expert error. 13.9 Each of the Operators shall act as an expert and not as an arbitrator; The bear its own costs of providing all data information and submissions given by it and the costs and expenses of all the counsel witnesses and employees retained by it but the costs and expenses of the Expert and any independent advisors to the Expert and any costs of his appointment shall be borne equally by the Operators. 13.10 Any and all communications between either Operator and the Expert shall be borne as determined by made in writing and a copy thereof provided simultaneously to the other and no meeting between the Expert or, in default of and either Operator shall take place unless both Operators have a reasonable opportunity to attend any such determination, equally by the Partiesmeeting. 16.3 The parties may alter the terms of clause 16 by agreement in writing.

Expert. Where the Agreement provides that any Dispute or other matter shall be referred to an Expert or the Parties otherwise so agree the following provisions shall apply: 23.1 The Expert shall be an independent person with relevant experience and willing to act, agreed between for the Parties, or if not agreed within[__________] days purposes of a request all matters in writing by either Party, appointed by [_______________]; Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of[______________] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes to the Expert and shall simultaneously provide a copy to the other Party, and at the end of such [______________]day period each Party shall have a period of[_________________] days to make counter-submissions to the Expert (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 dispute which purports to reply to, raise or refer to, any new matters not raised or are referred to in any submission made during the aforementioned day period; At the end of the day period referred to in paragraph (b) above, and no later than [__________] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the Expert in the presence of the other Party commenting on or explaining matters previously submitted to the Expert in writing; The Expert shall render his him for determination in writing within[_______________] days of the completion of the oral presentation given in accordance with Clause 16.2(c) and give reasonable details of the reasons for his determination; The decision of the Expert shall be final and binding on the Parties save in the event of fraud or manifest error or mistake; The Expert shall act as an expert and not as an arbitrator; arbitrator and the decision of the Expert on such matters in dispute shall be final and binding on the parties to this Agreement (save in the case of manifest error or fraud). 23.2 If the President of the relevant governing body of the profession of the Expert to be appointed is not for any reason available or willing to make the appointment within three (3) Working Days of the date of application by the Landlord or the Tenant or if the office of President no longer exists then the appointment may be made by the next senior officer of the governing body then available and willing and able to make such appointment or if the governing body no longer exists then the appointment shall be made by the President of the Law Society of Ireland. 23.3 If within a period of 15 (fifteen) Working Days (or such longer period as may be agreed in writing by the Landlord and the Tenant) after the date of appointment of the Expert, a decision shall not have been rendered by the Expert for any reason, a new Expert may at the request of either the Landlord or the Tenant be appointed in accordance with the provisions of this Agreement and the appointment of the previous Expert shall automatically cease when the new appointment is made. 23.4 The Expert shall also determine in what proportion his costs or expenses shall be borne by the Landlord and/or the Tenant, and also the manner in which the reasonable and proper costs and expenses of the Landlord and/or the Tenant in respect of the dispute shall be borne but in general shall follow the principle that costs follow the award. If no decision is made by the Expert as to the payment of his costs, then the costs of the Expert shall be borne as determined by equally between the Landlord and the Tenant and in that event each party shall bear their own costs. 23.5 If the Expert orfinds in favour of either the Landlord or the Tenant, the other party shall be liable for and indemnify the other party against any losses, liabilities, claims, costs and expenses reasonably and properly incurred or sustained by it (including any in default connection with any delay in the Landlord’s Works) as a result of such determination, equally by or otherwise arising in connection with the Partiesreferral to the Expert. 16.3 The parties may alter 23.6 Either the terms Landlord or the Tenant shall be at liberty to pay the entire of clause 16 the costs of the Expert in which event the party paying shall be entitled to be reimbursed by agreement in writingand to recover from the other party on demand any costs so paid on behalf of the other party.