Common use of Independent Expert Clause in Contracts

Independent Expert. Sellers and Purchaser shall attempt to agree on all Title Defect Amounts and Title Benefit Amounts prior to Closing. If Sellers and Purchaser are unable to agree by Closing, Purchaser’s estimate shall control for the purposes of Closing pursuant to Section 12.3, and the Title Defect Values and the value of any Title Benefits in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 5.10. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties in the regional area in which the applicable Assets are located, as selected by mutual agreement of Sellers and Purchaser within two (2) Business Days after Closing, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”); provided, however, if the Parties have not agreed upon a Person to serve as Title Arbitrator within such two (2) Business Day period, and Sellers or Purchaser have not, within five (5) Business Days thereafter, formally applied to the Houston office of the American Arbitration Association to choose the Title Arbitrator, Sellers shall be deemed to have waived their dispute of any applicable Title Defect Values and the values of any Title Benefits. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Title Arbitrator’s determination shall be made within fifteen (15) Business Days after submission of the matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 5.4, 5.5 and 5.6 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Values and Title Benefit values submitted by either Purchaser or Sellers and shall not be empowered to award damages, interest or penalties to any Party with respect to any matter. Sellers and Purchaser shall each bear its own legal fees and other costs of presenting its case and indemnify and hold harmless the other Parties with respect thereto. Sellers (collectively) and Purchaser (individually) shall each bear one-half of the costs and expenses of the Title Arbitrator, including any costs incurred by the Title Arbitrator that are attributable to such third Person consultation. Within ten (10) days after the Title Arbitrator delivers written notice to Sellers and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser shall pay to Sellers the amount, if any, so awarded by the Title Arbitrator to Sellers, and (b) Sellers shall pay to Purchaser the amount, if any, so awarded by the Title Arbitrator to Purchaser.

Independent Expert. Sellers 5.1 Any dispute between the Warrantors and Purchaser the Buyer as to whether any Claim should at any time be settled in full or contested in whole or in part shall attempt be referred within 10 Business Days of the notification of the Claim to agree a barrister of at least five years standing (“Counsel”) for determination on all Title Defect Amounts the joint instructions of the Sellers’ Solicitors and Title Benefit Amounts prior the Buyer’s Solicitors, such Counsel to Closingbe appointed by agreement between the Warrantors’ Representative and the Buyer (and if they fail to agree) upon the application of either party to the President or other senior officer for the time being of the Bar Council whose determination shall be final. If Sellers Counsel shall be asked to advise whether in his opinion the Buyer would, on the balance of probability, be likely to succeed in respect of the Claim and Purchaser are unable to agree by Closing, Purchaser’s estimate the likely quantum of the Claim. The opinion of Counsel shall control be binding on the parties for the purposes of Closing pursuant this Schedule 8 and such matter shall be considered as agreed between the parties and consequently Finally Determined accordingly. All costs, fees and expenses incurred in the referral of any such Claim to Section 12.3, Counsel shall be borne by the Warrantors and the Title Defect Values Buyer in the proportions determined by Counsel. 5.2 The Independent Expert shall be instructed by the Buyer and the value Warrantors Representative to act as an expert and not as an arbitrator and to reach a decision, a written copy of any Title Benefits in dispute which shall be exclusively sent to both the Buyer and finally resolved by arbitration pursuant the Warrantors within 20 Business Days of his nomination or appointment. Subject to this Section 5.10. There the Independent Expert agreeing to comply with such confidentiality undertakings as the Buyer may reasonably require, the Buyer shall be a single arbitrator, who shall be a title attorney provide the Independent Expert with at least ten (10) years experience in oil such documents and gas titles involving properties other information in the regional area in which the applicable Assets are located, as selected by mutual agreement of Sellers and Purchaser within two (2) Business Days after Closing, and absent such agreement, by the Houston office possession of the American Arbitration Association (Buyer or the “Title Arbitrator”); providedCompany as the Independent Expert may reasonably request for the purpose of making his determination. In the absence of manifest error, however, if the Parties have not agreed upon a Person to serve as Title Arbitrator within such two (2) Business Day period, and Sellers or Purchaser have not, within five (5) Business Days thereafter, formally applied to the Houston office of the American Arbitration Association to choose the Title Arbitrator, Sellers shall be deemed to have waived their dispute of any applicable Title Defect Values and the values of any Title Benefits. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Title Arbitrator’s determination shall be made within fifteen (15) Business Days after submission of the matters in dispute and his decision shall be final and binding upon on both Partiesparties who shall pay his costs as he directs. 5.3 For the avoidance of doubt, without right of appeal. In making his determination, the Title Arbitrator no Claim shall be bound (or be deemed to be) Finally Determined by the rules set forth in Sections 5.4, 5.5 and 5.6 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Values and Title Benefit values submitted by either Purchaser or Sellers and shall not be empowered to award damages, interest or penalties to any Party with respect to any matter. Sellers and Purchaser shall each bear its own legal fees and other costs of presenting its case and indemnify and hold harmless the other Parties with respect thereto. Sellers (collectively) and Purchaser (individually) shall each bear one-half of the costs and expenses of the Title Arbitrator, including any costs incurred by the Title Arbitrator that are attributable to such third Person consultation. Within ten (10) days after the Title Arbitrator delivers written notice to Sellers and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser shall pay to Sellers the amount, if any, so awarded by the Title Arbitrator to Sellers, and (b) Sellers shall pay to Purchaser the amount, if any, so awarded by the Title Arbitrator to PurchaserIndependent Expert.

Independent Expert. Sellers and Purchaser shall attempt to agree 13.4.1 If the Shareholders do not reach agreement on all Title Defect Amounts and Title Benefit Amounts prior to Closing. If Sellers and Purchaser are unable to agree by Closing, Purchaser’s estimate shall control for the purposes of Closing pursuant to Section 12.3, and the Title Defect Values and the fair market value of any Title Benefits in dispute the Terminating Shareholders’ Interest within thirty (30) Business Days of service of the Purchase Notice, the Fair Price of the Terminating Shareholders’ Interest shall be exclusively and finally resolved determined by arbitration pursuant an independent expert (the “Independent Expert”) subject to this Section 5.10. There the following: (a) the Shareholders shall be entitled to jointly nominate a single arbitrator, who shall be a title attorney with at least ten reputable accountants firm of registered accountants (10registeraccountants) years experience in oil and gas titles involving properties in the regional area Netherlands and with international standing to be the Independent Expert, being either Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers or if, none of such firms qualifies as independent, any other reputable firm of registered accountants (registeraccountants) in which the applicable Assets are located, as selected by mutual agreement Netherlands of Sellers and Purchaser international standing to be the Independent Expert (the “Nominated Independent Expert”); (b) if the Shareholders agree in writing on the identity of the Nominated Independent Expert within two forty-five (245) Business Days after Closing, and absent such agreement, by the Houston office receipt of the American Arbitration Association Purchase Notice, such Nominated Independent Expert shall be the Independent Expert and if Fugro and CGG do not agree on the Nominated Independent Expert within forty-five (the “Title Arbitrator”); provided, however, if the Parties have not agreed upon a Person to serve as Title Arbitrator within such two (245) Business Day periodDays after the service of the Purchase Notice, they shall each be entitled to request the chairman of the Dutch Institute of Registered Accountants (Nederlands Instituut voor Registeraccountants) to nominate a reputable firm of registered accountants (registeraccountants) in the Netherlands of international standing being either Deloitte, Ernst & Young, KPMG, PricewaterhouseCoopers or if, none of such firms qualifies as independent, any other reputable firm of registered accountants (registeraccountants) in the Netherlands of international standing to be the Independent Expert to be the Independent Expert and Sellers or Purchaser have not, Fugro and CGG shall jointly appoint such firm as the Independent Expert within five (5) Business Days thereafter, formally applied of such nomination being communicated to the Houston office of the American Arbitration Association to choose the Title Arbitrator, Sellers shall be deemed to have waived their dispute of any applicable Title Defect Values and the values of any Title Benefits. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with them; (c) the terms of this Section. The Title Arbitrator’s determination reference for the Independent Expert shall be made to determine the Fair Price of the Terminating Shareholders’ Interest within fifteen twenty (1520) Business Days after submission of its appointment; (d) the Independent Expert shall be entitled to determine the procedure applicable to such determination of the matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 5.4, 5.5 and 5.6 and may consider such other matters as in the opinion Fair Price of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, Terminating Shareholders’ Interest; (e) the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. The Title Arbitrator Independent Expert shall act as an expert for and not as arbitrator and its decision shall be binding on the limited purpose Shareholders; (f) the Independent Expert shall use the enterprise value, the EBITDA, EBIT and XXX multiples of determining each of the specific disputed Title Defect Values Shareholders and Title Benefit values submitted by either Purchaser or Sellers their peer group as guidance and shall take into account whether or not be empowered to award damages, interest the Terminating Shareholder’s Shares constitute a majority or penalties to any Party with respect to any matter. Sellers and Purchaser shall each bear its own legal fees and other a minority of the Shares; and (g) the costs of presenting its case and indemnify and hold harmless the other Parties with respect thereto. Sellers (collectively) and Purchaser (individually) Independent Expert shall each bear one-half of the costs and expenses of the Title Arbitrator, including any costs incurred be borne equally by the Title Arbitrator that are attributable to such third Person consultation. Within ten (10) days after Terminating Shareholder and the Title Arbitrator delivers written notice to Sellers and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser shall pay to Sellers Non-Terminating Shareholder unless the amount, if any, so awarded by the Title Arbitrator to Sellers, and (b) Sellers shall pay to Purchaser the amount, if any, so awarded by the Title Arbitrator to PurchaserIndependent Expert determines otherwise.

Independent Expert. Sellers and Purchaser shall attempt to agree on all Title Defect Amounts and Title Benefit Amounts prior to Closing. If Sellers and Purchaser are unable to agree by Closing, Purchaser’s estimate shall control for the purposes of Closing pursuant to Section 12.3, and the Title Defect Values and the value of any Title Benefits in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 5.10. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties in the regional area in which the applicable Assets are located, as selected by mutual agreement of Sellers and Purchaser within two (2) Business Days after Closing, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”); provided, however, if the Parties have not agreed upon a Person to serve as Title Arbitrator within such two (2) Business Day period, and Sellers or Purchaser have not, within five (5) Business Days thereafter, formally applied to the Houston office of the American Arbitration Association to choose the Title Arbitrator, Sellers shall be deemed to have waived their dispute of any applicable Title Defect Values and the values of any Title Benefits. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Title Arbitrator’s determination shall be made within fifteen (15) Business Days after submission of the matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 5.4, 5.5 and 5.6 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Values and Title Benefit values submitted by either Purchaser or Sellers and shall not be empowered to award damages, interest or penalties to any Party with respect to any matter. Sellers and Purchaser shall each bear its own legal fees and other costs of presenting its case and indemnify and hold harmless the other Parties with respect thereto. Sellers (collectively) and Purchaser (individually) shall each bear one-half of the costs and expenses of the Title Arbitrator, including any costs incurred by the Title Arbitrator that are attributable to such third Person consultation. Within ten (10) days after the Title Arbitrator delivers written notice to Sellers and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser shall pay to Sellers the amount, if any, so awarded by the Title Arbitrator to Sellers, and (b) Sellers shall pay to Purchaser the amount, if any, so awarded by the Title Arbitrator to Purchaser.and

Independent Expert. Sellers and Purchaser shall attempt (a) Where any matter in this Agreement is to agree on all Title Defect Amounts and Title Benefit Amounts prior be referred to Closing. If Sellers and Purchaser are unable to agree by Closing, Purchaser’s estimate shall control for the purposes decision of Closing an Independent Expert including pursuant to Section 12.3paragraph 6 of Schedule 9 (Completion Accounts), the provisions of this clause 17.12 will apply to the Independent Expert's appointment and the Title Defect Values and the value terms of any Title Benefits in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 5.10. There reference. (b) The Independent Expert shall be a single arbitrator, who shall be a title attorney with at least ten suitably qualified and experienced independent chartered accountant or independent firm of chartered accountants either: (10i) years experience in oil jointly agreed between the Vendor and gas titles involving properties in the regional area in which the applicable Assets are located, as selected by mutual agreement of Sellers and Purchaser within two (2) 10 Business Days after Closing, and absent such agreement, by the Houston office of the American Arbitration Association referral referred to in clause (the “Title Arbitrator”a); provided, however, if the Parties have not agreed upon a Person to serve as Title Arbitrator or (ii) failing agreement within such two (2) 10 Business Day period, to be nominated by either: (A) the President for the time being of the Institute of Chartered Accountants in England and Sellers or Wales ("ICAEW President") upon joint the written application of the Vendor and the Purchaser have not(together with the applicable application fee (which shall be paid as to one half by the Purchaser and as to one half by the Vendors) and required forms), or (B) where the Vendor and the Purchaser fail to make a joint application to the ICAEW President within five (5) 10 Business Days thereafterafter the failure of the Vendor and the Purchaser to agree upon the Independent Expert, formally applied the London Court of International Arbitration upon the written application of either the Vendor or the Purchaser (together with the applicable application fee (which shall be paid by the Party making the application)). (c) The Parties shall use all reasonable endeavours to reach agreement regarding the identity of the person to be appointed as the Independent Expert and to agree terms of appointment with the Independent Expert and neither Party shall unreasonably withhold its agreement to the Houston office terms of appointment proposed by the Independent Expert or the other Party. (d) If a nominating body is called upon to nominate an Independent Expert pursuant to clause (b), such nominating body shall also agree the Independent Expert's terms of appointment on behalf of the American Arbitration Association parties. (e) The procedure of the Independent Expert shall: (i) give the Vendors and Purchaser a reasonable opportunity to choose make written representations to it within 15 Business Days of the Title Arbitratorappointment of the Independent Expert; (ii) require that each Party supply the other with a copy of its written representations at the same time as they are made to the Independent Expert and afford the other Party the opportunity to make representations in response to the Independent Expert on (and within 15 Business Days of receipt of) the written representations of the other Party (provided that nothing under this clause 17.12 (Independent Expert) or Schedule 9 (Completion Accounts) shall prevent the parties from responding to any requests from the Independent Expert); (iii) permit each party to be present while oral submissions are being made by the other Party; and (iv) for the avoidance of doubt, Sellers the Independent Expert shall not be deemed entitled to have waived their dispute determine the scope of any applicable Title Defect Values its own jurisdiction. (f) Each Party shall, with reasonable promptness, supply the other Party with all such information and access to its documents, Books and Records as the values other Party may reasonably require for the purpose of any Title Benefits. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted making a submission to the Independent Expert in accordance with this clause. (g) The Independent Expert shall send the Commercial Arbitration Rules Vendors and the Purchaser a copy of the American Arbitration Association, their determination pursuant to the extent such rules do not conflict with the terms Schedule 9 (Completion Accounts) within 2 months of this Sectiontheir appointment. The Title Arbitrator’s Such determination shall be made within fifteen (15) Business Days after submission of available to the matters Vendors and the Purchaser in dispute and shall be final and binding upon both Partieswriting and, without right of appeal. In making his determination, the Title Arbitrator shall be bound unless otherwise agreed by the rules set forth in Sections 5.4Vendors and the Purchaser, 5.5 and 5.6 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper shall include reasons for each relevant determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. . (h) The Title Arbitrator Independent Expert shall act as an expert and not as an arbitrator and neither the Arbitration Xxx 0000 nor any earlier or later enactments on arbitration shall apply. (i) The Independent Expert’s decision shall (in the absence of manifest error or fraud) be final and binding on the Parties for all the limited purpose purposes of determining this Agreement. (j) Nothing in this Agreement shall entitle a Party or the specific disputed Title Defect Values Independent Expert access to: (i) any information or document which is protected by legal professional or litigation privilege; or (ii) accountants’ working papers or any information or documents prepared by it or them or its or their advisers with a view to assessing the merits of any argument on any item in dispute, provided that neither the Purchaser nor the Vendors shall be entitled to refuse to supply such part or parts of documents as contain only the facts on which the relevant claim or argument is based. Each Party and Title Benefit values submitted by either Purchaser or Sellers the Independent Expert shall, and shall procure that its accountants and other advisers shall, keep all information and documents provided to them pursuant to this Agreement confidential and shall not use the same for any purpose, except for disclosure or use in connection with the preparation of the Draft Completion Accounts, the proceedings of the Independent Expert or another matter arising out of this Agreement. (k) The costs of the Independent Expert shall be empowered to award damages, interest or penalties to any apportioned between the Parties as the Independent Expert shall decide but each Party with respect to any matter. Sellers and Purchaser shall each bear be responsible for its own legal fees and other costs of presenting its case and indemnify and hold harmless to the other Parties with respect theretoIndependent Expert. Sellers (collectively) and Purchaser (individually) If the Independent Expert shall each bear one-not determine how its costs shall be determined, its costs shall be borne half of the costs and expenses of the Title Arbitrator, including any costs incurred by the Title Arbitrator that are attributable to such third Person consultation. Within ten (10) days after the Title Arbitrator delivers written notice to Sellers Vendors and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser shall pay to Sellers the amount, if any, so awarded half by the Title Arbitrator Purchaser. (l) If the Independent Expert dies or becomes unwilling or incapable of acting, or does not deliver its determination within the period required by this clause 17.12, the parties shall use all reasonable endeavours to Sellers, agree the identity and terms of appointment of a replacement Independent Expert and the provisions of clause (b) Sellers shall pay apply mutatis mutandis. This clause 17.12(l) shall apply in relation to Purchaser each and any replacement Independent Expert as if it was the amount, if any, so awarded by first Independent Expert appointed. (m) The parties shall act reasonably and co-operate to give effect to the Title Arbitrator provisions of this clause 17.12 and shall not do anything to Purchaserhinder the Independent Expert or prevent it from making its determination.

Independent Expert. Sellers (i) If the Buyer disagrees with the Seller as to whether the Variable Assumptions have changed or whether the manner in which the Variable Assumptions have been updated in the applicable True Up Financial Model, the Buyer shall inform the Seller in writing of such disagreement and Purchaser the nature thereof and the Parties shall attempt to agree on all Title Defect Amounts and Title Benefit Amounts prior to Closingresolve such disagreement in good faith within thirty (30) calendar days of receipt of the Transfer Date Notice (the "Negotiation Period"). If Sellers and Purchaser are unable to agree by Closing, Purchaser’s estimate shall control for the purposes of Closing pursuant to Section 12.3, and the Title Defect Values and the value of any Title Benefits in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 5.10. There shall be a single arbitrator, who shall be a title attorney with at least foregoing disagreement continues unresolved then within ten (10) years experience in oil Business Days of the expiration of the Negotiation Period, the Parties shall select and gas titles involving properties in the regional area in which jointly retain an independent internationally recognized expert for valuing assets similar to the applicable Assets are located, as selected by mutual agreement of Sellers and Purchaser within two (2) Business Days after Closing, and absent such agreement, by Target Company to determine the Houston office fair market value of the American Arbitration Association (the “Title Arbitrator”)Applicable Assets; provided, however, if that in the Parties have not agreed upon a Person event that such parties are unable to serve as Title Arbitrator agree to an independent internationally recognized expert within such two ten (210) Business Day period, and Sellers or Purchaser have not, then within five (5) Business Days thereafterof such initial period, formally applied the Parties shall each select an independent expert and the experts so selected shall jointly select one (1) internationally recognized expert for valuing assets similar to the Houston office Target Company, which such expert shall not have a material, direct or indirect, interest in any of such parties or their respective Affiliates (such independent expert, the "Independent Expert"). (ii) The Seller shall provide the Independent Expert with the latest True Up Financial Model or the original Framework Financial Model, as applicable, and each of the American Arbitration Association Parties may provide the Independent Expert with technical inputs for the Variable Assumptions underlying the Closing Date True Up Financial Model and any other information reasonably determined by such parties to choose be useful in the Title Arbitrator, Sellers determination of the fair market value of the Applicable Assets. The parties agree that the Independent Expert shall be deemed provided with reasonable access to have waived their dispute of any applicable Title Defect Values and the values of any Title Benefits. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules all information prepared by or on behalf of the American Arbitration Association, Parties with respect to the Applicable Assets to the extent such rules do not conflict with reasonably requested by the terms of this SectionIndependent Expert. The Title Arbitrator’s Independent Expert shall make a determination shall be made within fifteen (15) Business Days after submission of fair market value of the matters Applicable Assets as soon as practicable, but in dispute and any event within thirty (30) calendar days (or such other time as the parties hereto shall agree in writing) of the retention of the Independent Expert. Notwithstanding anything to the contrary in this Agreement, the Independent Expert shall, in determining the fair market value of the Applicable Assets, assume that the Fixed Assumptions remain unchanged as agreed in the Framework Financial Model. The findings of the Independent Expert shall be final and binding upon both on the Parties, without right of appeal. In making his determination, the Title Arbitrator . (iii) The Seller shall be bound by the rules set forth in Sections 5.4, 5.5 and 5.6 and may consider such other matters as in the opinion pay fifty percent (50%) of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Values and Title Benefit values submitted by either Purchaser or Sellers and shall not be empowered to award damages, interest or penalties to any Party with respect to any matter. Sellers and Purchaser shall each bear its own legal documented fees and other costs of presenting its case and indemnify and hold harmless the other Parties with respect thereto. Sellers (collectively) and Purchaser (individually) shall each bear one-half of the costs and expenses of the Title Arbitrator, including any costs incurred by Independent Expert and the Title Arbitrator that are attributable to such third Person consultation. Within ten (10) days after the Title Arbitrator delivers written notice to Sellers and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser Buyer shall pay fifty percent (50%) of the documented fees and expenses of the Independent Expert. The parties agree and acknowledge that the role of the Independent Expert under this Agreement is limited solely to Sellers the amount, if any, so awarded by determination of the Title Arbitrator to Sellers, and (b) Sellers shall pay to Purchaser the amount, if any, so awarded by the Title Arbitrator to Purchaserfair market value in accordance with this Section 3.4.

Independent Expert. Sellers If Parent and Purchaser shall attempt to agree on all Title Defect Amounts and Title Benefit Amounts prior to Closing. If Sellers and Purchaser the Seller Representative are unable to agree resolve each element of the Dispute within the thirty (30)-day period after Parent’s receipt of a Dispute Notice, either Parent or the Seller Representative may, by Closingwritten notice to the other, Purchaser’s estimate shall control for require Parent and Seller Representative to jointly engage the purposes UK practice of one of Xxxxxxx and Marsal or FTI Consulting to resolve the Dispute and determine the final Closing pursuant Merger Consideration (the “Independent Expert”); provided that in the absence of agreement as to Section 12.3the identity of the Independent Expert within 10 days of delivery of the written notice referred to above, and the Title Defect Values and the value of any Title Benefits in dispute Independent Expert shall be exclusively and finally resolved by arbitration pursuant to this Section 5.10. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties in the regional area in which the applicable Assets are located, as selected chosen by mutual agreement of Sellers the proposed Independent Experts of each of Parent and Purchaser within two the Seller Representative of a mutually acceptable international boutique specialty firm with an active practice area in the UK focused on post-merger and acquisitions purchase price dispute resolution or an independent firm of accountants in the UK (2other than Deloitte, EY, PwC and KPMG) Business Days after Closing, and absent such agreement, by the Houston office of international repute. The Independent Expert’s function shall be to resolve each element of the American Arbitration Association (the “Title Arbitrator”); provided, however, if the Parties have Dispute that has not agreed upon a Person to serve as Title Arbitrator within such two (2) Business Day period, and Sellers or Purchaser have not, within five (5) Business Days thereafter, formally applied to the Houston office of the American Arbitration Association to choose the Title Arbitrator, Sellers shall be deemed to have waived their dispute of any applicable Title Defect Values been resolved by Parent and the values of any Title BenefitsSeller Representative (or deemed resolved hereunder), to revise the Closing Statement to reflect only such resolutions and to calculate the Closing Merger Consideration based on the elements and amounts reflected on the revised Closing Statement. The arbitration proceeding shall be held in Xxxxxx County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Title Arbitrator’s determination shall be made within fifteen (15) Business Days after submission of the matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 5.4, 5.5 and 5.6 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including, without limitation, petroleum engineers. The Title Arbitrator Independent Expert shall act as an expert for and not as an arbitrator, but shall be entitled to privileges and immunities of arbitrators. In connection with the limited purpose resolution of determining the specific disputed Title Defect Values final Closing Merger Consideration, the Independent Expert shall allow Parent and Title Benefit values submitted the Seller Representative to present in writing their then current respective positions regarding the elements and amounts of the Closing Statement in dispute; provided that (i) any such submissions of the Parent or Seller Representative shall only be provided by either Purchaser or Sellers and shall not be empowered the Independent Expert to award damages, interest or penalties to any Party with respect to any matter. Sellers and Purchaser shall each bear its own legal fees and other costs of presenting its case and indemnify and hold harmless the other Parties with respect thereto. Sellers party on the earlier of (collectivelyA) and Purchaser the receipt of both parties’ submissions or (individuallyB) shall each bear one-half the expiry of the costs and expenses of the Title Arbitrator, including any costs incurred deadline set by the Title Arbitrator that are attributable to Independent Expert for such third Person consultation. Within ten (10) days after the Title Arbitrator delivers written notice to Sellers and Purchaser of his award with respect to a Title Defect Value or a Title Benefit value, (a) Purchaser shall pay to Sellers the amount, if any, so awarded by the Title Arbitrator to Sellerssubmissions, and (bii) Sellers each party shall pay be given an opportunity to Purchaser respond in writing to the amountwritten submission of the other party. The Independent Expert may, at its discretion, conduct a conference concerning the matters submitted to it under this Section 2.10, at which conference Parent and the Seller Representative shall have the right to present additional documents, materials and other information and to have present their respective advisors, counsel and accountants. In connection with the resolution of the final Closing Merger Consideration, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of Parent and the Seller Representative shall make available to the other Party and the Independent Expert, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as the Seller Representative or the Independent Expert may reasonably require to review the Closing Statement and to resolve the final Closing Merger Consideration, subject, if any, so awarded required by the Title Arbitrator accountants of the Surviving Company or its Subsidiaries, to Purchaserthe execution of a customary access letter.