Common use of Referral to Expert Clause in Contracts

Referral to Expert. 33.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 (Referral to Expert). 33.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 (Referral to Expert) then: (a) either Party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 All matters under this Clause 33.3 (Referral to Expert) must be conducted, and the Expert's decision shall be written, in the English language. 33.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make a submission under this Clause 33.3 (Referral to Expert). 33.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). 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. 33.3.9 Each Party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 (Referral to Expert). 33.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 (Referral to Expert) then: (a) either Party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 All matters under this Clause 33.3 (Referral to Expert) must be conducted, and the Expert's ’s decision shall be written, in the English language. 33.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make a submission under this Clause 33.3 (Referral to Expert). 33.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's ’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. 33.3.9 Each Party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 26.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 26.3 (Referral to Expert). 33.3.2 26.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 26.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 26.3 (Referral to Expert) then: (a) either Party party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 26.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 26.3.4 All matters under this Clause 33.3 26.3 (Referral to Expert) must be conducted, and the Expert's ’s decision shall be written, in the English language. 33.3.5 26.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 26.3.6 To the extent not provided for by this Clause 33.3 26.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 26.3.7 Each Party party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party party reasonably requires to make a submission under this Clause 33.3 26.3 (Referral to Expert). 33.3.8 26.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's ’s written decision on the matters referred to them shall be final and binding on the Parties parties in the absence of manifest error or fraud. 33.3.9 26.3.9 Each Party party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 28.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 28.3 (Referral to Expert). 33.3.2 28.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 28.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 28.3 (Referral to Expert) then: (a) either Party party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 28.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 28.3.4 All matters under this Clause 33.3 28.3 (Referral to Expert) must be conducted, and the Expert's ’s decision shall be written, in the English language. 33.3.5 28.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 28.3.6 To the extent not provided for by this Clause 33.3 28.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 28.3.7 Each Party party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party party reasonably requires to make a submission under this Clause 33.3 28.3 (Referral to Expert). 33.3.8 28.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's ’s written decision on the matters referred to them shall be final and binding on the Parties parties in the absence of manifest error or fraud. 33.3.9 28.3.9 Each Party party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 26.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 26.3 (Referral to Expert). 33.3.2 26.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 26.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 26.3 (Referral to Expert) then: (a) either Party party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 26.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 26.3.4 All matters under this Clause 33.3 26.3 (Referral to Expert) must be conducted, and the Expert's decision shall be written, in the English language. 33.3.5 26.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 26.3.6 To the extent not provided for by this Clause 33.3 26.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 26.3.7 Each Party party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party party reasonably requires to make a submission under this Clause 33.3 26.3 (Referral to Expert). 33.3.8 26.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's written decision on the matters referred to them shall be final and binding on the Parties parties in the absence of manifest error or fraud. 33.3.9 26.3.9 Each Party party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 29.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 29.3 (Referral to Expert). 33.3.2 29.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 29.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 29.3 (Referral to Expert) then: (a) either Party party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 29.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 29.3.4 All matters under this Clause 33.3 29.3 (Referral to Expert) must be conducted, and the Expert's ’s decision shall be written, in the English language. 33.3.5 29.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 29.3.6 To the extent not provided for by this Clause 33.3 29.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 29.3.7 Each Party party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party party reasonably requires to make a submission under this Clause 33.3 29.3 (Referral to Expert). 33.3.8 29.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's ’s written decision on the matters referred to them shall be final and binding on the Parties parties in the absence of manifest error or fraud. 33.3.9 29.3.9 Each Party party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 If there has been no resolution of the Dispute within twenty (20) days of the referral to Chief Executives either Party may give to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 (Referral to Expert). 33.3.2 The Expert shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 (Referral to Expert) then: (a) either Party may apply to the Relevant Body to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this Clause 33.3 (Referral to Expert) shall apply in relation to the new Expert as if they were the first Expert appointed. 33.3.4 All matters under this Clause 33.3 (Referral to Expert) must be conducted, and the Expert's ’s decision shall be written, in the English language. 33.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make a submission under this Clause 33.3 (Referral to Expert). 33.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's ’s written decision on the matters referred to them shall be final and binding on the Parties parties in the absence of manifest error or fraud. 33.3.9 Each Party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 If there has been no resolution of the a party refers a Dispute within twenty (20) days of the referral to Chief Executives either Party may give to the other written notice referring the dispute to a suitably qualified independent an Expert for determination in accordance with this Clause 33.3 (Referral to Expert). 33.3.2 The Expert Agreement the parties agree that the following procedure under this clause 16.3 shall be required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of three (3) months of the matter being referred to the Expert. 33.3.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this Clause 33.3 (Referral to Expert) thenapply: (a) either Party may apply the parties must endeavour to agree to the Relevant Body appointment of an Expert within 2 Business Days of the Referral Date; (b) if the parties are unable to discharge agree on the person to be appointed as Expert and within 2 Business Days after the Referral Date, either party may require the Australian Commercial Disputes Centre to appoint a replacement an Expert; (c) any Expert appointed pursuant to this clause 16.3 must: (i) be qualified to determine the subject matter of the Dispute; (ii) have no interest or duty which conflicts or may conflict with the function as expert, being required expertiseto fully disclose any such interest or duty before appointment; (iii) not be an employee of either of the parties or of a related body corporate of any of them; and (biv) undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (d) the determination of a Dispute under clause 16.3 shall be conducted in accordance with the process set out in this Clause 33.3 clause 16.3(d) as follows: (Referral i) within 5 Business Days after the appointment of the Expert, each party will submit a brief written summary of the facts, matters and circumstances relevant to the Dispute (Summaries) to the Expert; (ii) shall apply if required by either party, the Expert will meet with the parties within 10 Business Days after the appointment of the Expert, and take oral submissions from the parties relating to the Dispute; (iii) the Expert may make such directions to the parties as the Expert considers appropriate for the just and expeditious resolution of the Dispute, including directions for: (A) the holding and conduct of one or more preliminary conferences; (B) the production by any of the parties of documents or other evidence; and (C) the attendance of witnesses for cross examination, and the parties must comply with all such directions; (iv) the parties will require the Expert to determine the Dispute no later than 20 Business Days after the date for submission of Summaries (whether or not they have in fact been submitted) or 10 Business Days after the date upon which oral submissions are taken (whichever is the later date); (v) the Expert may extend the time for determination of the Dispute under clause 16.3(d)(iv) by a further 20 Business Days, if the Expert is satisfied that the Dispute is sufficiently complex or the subject matter of the Dispute makes it impossible to determine the Dispute; (vi) the Expert must at all times: (A) observe the rules of natural justice but is not required to observe the rules of evidence; and (B) take such steps as the Expert considers are necessary to protect the confidentiality of any documents or other material received by him, and (vii) in deciding a Dispute the Expert must take into account: (A) Passenger Priority; (B) RailCorp's legitimate business interests and investment in the Network; (C) RailCorp's, TfNSW's or a Subsidiary Corporation's access and operational requirements for its passenger operations; (D) RailCorp's, TfNSW's or a Subsidiary Corporation's principal objectives as stated in the Transport Administration Act; (E) the operational and technical requirements necessary for the safe and reliable operation of the Network; (F) the binding obligations of RailCorp to Other Rail Operators in relation to the new Expert as if they were Network; (G) the first Expert appointed.interests of Other Rail Operators in the use of the Network; and 33.3.4 All matters under this Clause 33.3 (Referral to ExpertH) must be conductedany statements, evidence, submissions or other material received from the parties, and the Expert's decision shall be written, in the English language. 33.3.5 The Parties shall be entitled to make submissions to such other material from such other sources as the Expert considers desirable to resolve the Dispute; (including oral submissions) and shall provide (or procure the provision toe) the Expert with such assistance and documents may include as part of the determination, directions requiring a party to do any act or thing, or to refrain from doing any act or thing, as the Expert reasonably requires for considers desirable to resolve the purpose of reaching a decision.Dispute and each party must comply with all such directions made to it; 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), f) the Expert may at any time terminate the process (without making a determination) if it thinks that: (i) the notification of the Dispute is vexatious; or (ii) the subject matter of the Dispute is trivial, misconceived or lacking in their reasonable substance; (g) the parties agree to be bound by the determination of the Expert with no right of appeal against the determination except in the case of fraud or manifest error; (h) liability for the costs of the Expert will be in the discretion determine such other procedures to assist of the Expert and the parties will pay those costs in accordance with the conduct directions of the determination as they consider just Expert; and (i) if at any time the Expert ceases or appropriaterefuses to act, including (the parties must endeavour to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make agree on a submission under this Clause 33.3 (Referral to Expert). 33.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). 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. 33.3.9 Each Party shall bear its own costs in relation to the reference to the replacement Expert. 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 If the Expert) shall be borne by parties are unable to agree on a replacement Expert within 5 Business Days after the Parties equally or in such other proportions as date on which the parties first become aware that the Expert shall directhas ceased to act or refuses to act, either party may require the Australian Commercial Disputes Centre to select a replacement Expert who is willing to act.

Referral to Expert. 33.3.1 19.4.1 If there has been no resolution the Members agree the Deadlock Matter is reasonably capable of being determined by an appropriate Expert then it shall be referred by the Dispute Members to an appropriate Expert and the provisions of Clauses 19.4.2 and 19.4.3 shall apply. Where the Members are unable to agree whether the matter is reasonably capable of being determined by an appropriate Expert within twenty (20) days 5 Working Days of the referral referred to Chief Executives either Party may give in Clause 19.3.3 Clause 19.5 shall apply, and the Members shall refer the Deadlock Matter to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 (Referral to Expert)mediation. 33.3.2 19.4.2 The Expert shall act as an independent and impartial expert and not as an arbitrator and shall be entitled to seek and rely upon such other independent professional advice and assistance as he shall in his absolute discretion deem desirable when considering the Deadlock Matter. The Expert shall be required to prepare a written reach his decision and give notice notify this decision to the Members within 30 Working Days of the date of his appointment or such other date as agreed by both Members in writing. The decision of the Expert (including a copyhis decision as to the payment of his fees) shall be final and binding upon the Members without appeal (provided it is notified to the Members within the specified or agreed timescale) and the Members shall implement such decision in relation to the Delivery Vehicle and its Business as soon as reasonably practicable after the Expert informs the Members of his decision. 19.4.3 If the Expert relinquishes his appointment or dies or if it becomes apparent that he shall be unable to complete their duties under their appointment then any Member may apply to the appropriate President (or the next the most senior available officer) of the decision Royal Institution of Chartered Surveyors or the Law Society of England and Wales or the Institute of Chartered Accountants in England and Wales (as appropriate to the Parties within a maximum of three (3) months subject of the matter being referred Deadlock Matter) for a substitute to be appointed in the Expert’s place (which procedure may be repeated as many times as necessary). 33.3.3 If 19.4.4 For the Expert dies or becomes unwilling or incapable avoidance of actingdoubt, or does not deliver the decision within Members shall bear their own costs in respect of the time required by process set out in this Clause 33.3 19.4. 19.4.5 The Members agree that matters not suitable for determination by an Expert shall include (Referral to Expertbut not be limited to) thendecisions relating to: (a) either Party may apply to the Relevant Body to discharge Business of the Expert Delivery Vehicle (which is a subjective decision regarding the activities and to appoint a replacement Expert with Objectives of the required expertiseDelivery Vehicle (and not one of fact) and which shall not be appropriate for third party determination); and (b) this Clause 33.3 (Referral any decision to Expert) shall apply in relation to the new Expert as if they were the first Expert appointedadopt, amend or update any Business Plan. 33.3.4 All matters under this Clause 33.3 (Referral to Expert) must be conducted, and the Expert's decision shall be written, in the English language. 33.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make a submission under this Clause 33.3 (Referral to Expert). 33.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). 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. 33.3.9 Each Party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 22.4.1 If there has been no resolution the Members agree the Deadlock Matter is reasonably capable of being determined by an appropriate Expert then it shall be referred by the Dispute Members to an appropriate Expert and the provisions of Clauses 22.4.2 and 22.4.3 shall apply. Where the Members are unable to agree whether the matter is reasonably capable of being determined by an appropriate Expert within twenty (20) days 5 Working Days of the referral referred to Chief Executives either Party may give in Clause 22.3.3 Clause 22.5 shall apply, and the Members shall refer the Deadlock Matter to the other written notice referring the dispute to a suitably qualified independent Expert for determination in accordance with this Clause 33.3 (Referral to Expert)mediation. 33.3.2 22.4.2 The Expert shall act as an independent and impartial expert and not as an arbitrator and shall be entitled to seek and rely upon such other independent professional advice and assistance as he shall in his absolute discretion deem desirable when considering the Deadlock Matter. The Expert shall be required to prepare a written reach his decision and give notice notify this decision to the Members within 30 Working Days of the date of his appointment or such other date as agreed by both Members in writing. The decision of the Expert (including a copyhis decision as to the payment of his fees) shall be final and binding upon the Members without appeal (provided it is notified to the Members within the specified or agreed timescale) and the Members shall implement such decision in relation to the Delivery Vehicle and its Business as soon as reasonably practicable after the Expert informs the Members of his decision. 22.4.3 If the Expert relinquishes his appointment or dies or if it becomes apparent that he shall be unable to complete their duties under their appointment then any Member may apply to the appropriate President (or the next the most senior available officer) of the decision Royal Institution of Chartered Surveyors or the Law Society of England and Wales or the Institute of Chartered Accountants in England and Wales (as appropriate to the Parties within a maximum of three (3) months subject of the matter being referred Deadlock Matter) for a substitute to be appointed in the Expert's place (which procedure may be repeated as many times as necessary). 33.3.3 If 22.4.4 For the Expert dies or becomes unwilling or incapable avoidance of actingdoubt, or does not deliver the decision within Members shall bear their own costs in respect of the time required by process set out in this Clause 33.3 22.4. 22.4.5 The Members agree that matters not suitable for determination by an Expert shall include (Referral to Expertbut not be limited to) then:decisions relating to:- (a) either Party may apply to the Relevant Body to discharge Business of the Expert Delivery Vehicle (which is a subjective decision regarding the activities and to appoint a replacement Expert with Objectives of the required expertiseDelivery Vehicle (and not one of fact) and which shall not be appropriate for third party determination); and (b) this Clause 33.3 (Referral any decision to Expert) shall apply in relation to the new Expert as if they were the first Expert appointedadopt, amend or update any Business Plan. 33.3.4 All matters under this Clause 33.3 (Referral to Expert) must be conducted, and the Expert's decision shall be written, in the English language. 33.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make a submission under this Clause 33.3 (Referral to Expert). 33.3.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them or their terms of reference). 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. 33.3.9 Each Party shall bear its own costs in relation to the reference to the Expert. 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.

Referral to Expert. 33.3.1 6.7.1. If there has been no resolution a Scheme Claimant is dissatisfied: i. with the Scheme Supervisors’ decision with respect to his Notice of the Dispute within twenty (20) days of the referral to Chief Executives either Party may give Claim under Clause 6.6.1; or ii. with any other matter relevant to the other written notice referring calculation or treatment of his Scheme Claim, the dispute to a suitably qualified independent Expert for determination Scheme Claimant must object in accordance with this Clause 33.3 6.6, following which the Scheme Claimant and the Scheme Supervisors shall use their reasonable endeavours to resolve such matter by agreement within 20 Business Days, or such longer period as the Scheme Supervisors may agree with the relevant Scheme Claimant in writing (Referral as the case may be) of notification of any objection by the Scheme Claimant concerned (in each case the “Agreement Period”). If the matter is not resolved by agreement within the Agreement Period, the Scheme Claim shall be referred to the Expert. 6.7.2. Subject to Clause 6.7.3, the Scheme Supervisors shall within 10 Business Days of the end of the relevant Agreement Period refer the determination of such dispute to the Expert (by post and by email) with the relevant Notice of Claim and accompanying documentation and copying the same to the relevant Scheme Claimant (by post and by email). 33.3.2 6.7.3. The Expert shall be required such accountant or lawyer or other suitably qualified person as the Scheme Supervisors and the relevant Scheme Claimant agree shall act as expert to prepare a written decision and give notice (including a copy) determine the relevant Determined Notional Amount, or, in default of such agreement within 20 Business Days of the decision Agreement Period, an expert selected by the Scheme Supervisors from the list of candidates for independent Expert in Appendix 9. The Expert shall be independent of the JOLs, the Scheme Supervisors and the relevant Scheme Claimant and accordingly shall not be selected from any firm which has previously advised or acted for the JOLs or the Scheme Supervisors or the relevant Scheme Claimant. 6.7.4. Except to the Parties extent that the relevant Scheme Claimant and the Scheme Supervisors agree otherwise, the Expert shall determine and follow their own procedure and: i. shall, in determining the Notional Amount, apply the calculation method set out in Clause 6.4; and ii. shall make their determination as soon as is reasonably practicable and in any event within a maximum of three (3) months 20 Business Days of the matter being referred to the Expert pursuant to this Clause 6.7, except where the Expert, having heard submissions from the Scheme Supervisors and the relevant Scheme Claimant on the timing of his determination, has ruled, for the reasons given by him, that it is not reasonably practicable to provide his determination within 20 Business Days, in which case the Expert shall set a new deadline for his determination, and the Expert may upon the same terms extend any such new deadline to such new date or dates as he considers reasonably necessary. 6.7.5. The procedure determined and followed by the Expert shall: i. give the relevant Scheme Claimant and the Scheme Supervisors a reasonable opportunity to make written representations to the Expert; and ii. require that each party supply the other with a copy of any written representations on or about the same time as they are made to the Expert. 33.3.3 If 6.7.6. In relation to each Disputed Scheme Claim referred to the Expert: i. the fees and expenses of the Expert dies incurred in resolving such Disputed Scheme Claim shall be paid out of the General Expenses Reserve in accordance with Clause 5.3.4 (iii)), unless the Expert in his absolute discretion decides that, by reason of the relevant Scheme Claimant having acted in bad faith, vexatiously, frivolously or becomes unwilling or incapable for oppressive reasons in support of acting, or does not deliver the decision within the time required by this Clause 33.3 (Referral to Expert) then: (a) either Party may apply matter referred to the Relevant Body Expert, such fees and expenses should be met by the relevant Scheme Claimant, in which case such fees and expenses shall be deducted from the Cash Distribution payable to discharge that Scheme Claimant (if any) and any balancing sum remaining due in respect of such fees and expenses after such deduction shall be payable by the relevant Scheme Claimant within such period as the Expert determines; ii. fees, expenses and to appoint a replacement Expert with any other costs incurred by the required expertiserelevant Scheme Claimant (if any) shall be met by the relevant Scheme Claimant; and (b) this iii. the fees and expenses of the Scheme Supervisors incurred in resolving such Disputed Scheme Claim shall be paid out of the General Expenses Reserve in accordance with Clause 33.3 (Referral to Expert) shall apply in relation 5.3.4. 6.7.7. The determination of the Expert shall: i. be emailed to the new Expert as if they were the first Expert appointed. 33.3.4 All matters under this Clause 33.3 (Referral to Expert) must be conducted, relevant Scheme Claimant and the Expert's decision shall be writtenScheme Supervisors as soon as reasonably possible; and ii. unless otherwise agreed by the relevant Scheme Claimant and the Scheme Supervisors, in the English language. 33.3.5 The Parties shall be entitled to make submissions to the Expert (including oral submissions) and shall provide (or procure the provision to) the Expert with such assistance and documents as the Expert reasonably requires include reasons for the purpose of reaching a decision. 33.3.6 To the extent not provided for by this Clause 33.3 (Referral to Expert), the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including (to the extent they consider necessary) instructing professional advisers to assist them in reaching their each relevant determination. 33.3.7 Each Party shall (with reasonable promptness) supply each other with all information and give each other access to all documentation and personnel as the other Party reasonably requires to make a submission under this Clause 33.3 (Referral to Expert). 33.3.8 6.7.8. The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in dispute (which may include any issue involving the interpretation arbitrator and their determination of any provision of this Agreement, matter falling within their jurisdiction to determine the matters and issues referred to them or their terms of reference). The Expert's written decision on the matters referred to them shall be final and binding on the Parties Scheme Claimants and the Scheme Companies and there shall be no right of appeal to any court, to the Expert or to any other person or body from the Expert’s determination, save in the absence event of manifest error or fraud(when the relevant part of their determination shall be void and the matter shall be remitted to the Expert for correction). 33.3.9 Each Party shall bear its own costs in relation to the reference to the Expert6.7.9. The Expert's fees Scheme Supervisors and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) relevant Scheme Claimant shall be borne by the Parties equally or in such other proportions as co-operate with the Expert shall directand comply with their reasonable requests made in connection with the carrying out of their duties under this Scheme. 6.7.10. A Disputed Scheme Claim may at any time become an Agreed Claim by agreement in writing between the Scheme Supervisors and the relevant Scheme Claimant.