Common use of Technical Disputes Clause in Contracts

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute ; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives giving rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to the costs and time effects of any modifications proposed under Article 3 or to questions as to the existence, degree or extent of any alleged non-conformity compliance of the Ship or any Part to the Contract, the Plans, the Specification, or the Class or Regulatory Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, with the agreement of both parties the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days Working Days after it has accepted the appointment; (ii) within 10 (ten) working days Working Days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax email, telefax or registered courier, its submissions and supporting evidence in relation to the Dispute ; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties (except in the case of fraud, bad faith or manifest error or unless otherwise agreed in writing by the parties); and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days Working Days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification SocietySociety or to a technical expert; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where (a) In the event that the Parties are unable to resolve a Technical Dispute of a technical nature is determined by in accordance with Section 27.2, then any Party, in accordance with this Section 27.3, may refer the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Technical Dispute of a technical nature arising before delivery to an expert for consideration of the Ship Technical Dispute and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions obtain a recommendation from the expert as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of the Technical Dispute. The expert shall have demonstrated expertise in the area to which such Technical Dispute relates and shall not be an agent, employee, or contractor or a former agent, employee or contractor of any Dispute Party involved in the Technical Dispute. In the event that the Parties cannot agree within 15 days as to whether a dispute falls within the definition of a technical nature Technical Dispute, then Section 27.3 shall not be used to resolve this dispute and the Parties shall proceed directly to arbitration under Section 27.4 to resolve the dispute. (b) The Party initiating submission of the Technical Dispute to the expert shall provide the other Parties with a notice stating that it is submitting the Technical Dispute to an expert and nominating the Person it proposes to be the expert. The other Parties shall, within 15 days of receiving such notice, notify the initiating Party whether such Person is acceptable. If any Party receiving such notice fails to respond or notifies the initiating Party that the Person is not acceptable, the Parties shall meet and discuss in good faith for a period of 10 days to agree upon a Person to be the expert. If the Parties are unable to agree, each of the responding Parties shall by the Classification Society or by end of such 10-day period nominate a mutually agreed technical Person to be an expert) , whereupon the nominated experts shall meet and agree upon a Person who shall be as follows:the expert. If the experts fail to agree upon an expert within 10 days, any Party may request the International Chamber of Commerce (“ICC”) Centre for Expertise to suggest a Person, who shall be the expert. (c) Consideration of the Technical Dispute by an expert shall be initiated by the Party seeking consideration of the Technical Dispute by the expert submitting within 10 days of the appointment of the expert to both the expert and the other Parties written materials setting forth (i) a description of the person Technical Dispute, (ii) a statement of the initiating Party’s position, and (iii) copies of records supporting the initiating Party’s position. Within 10 days of the date that a Party has submitted the materials described in the preceding sentence, any responding Party may submit to the expert (A) a description of the Technical Dispute, (B) a statement of the responding Party’s position, and (C) copies of any records supporting the responding Party’s position. In addition to the material provided to the expert by the initiating Party, the expert shall consider any such information submitted by the responding Parties within such 10-day period and, in the expert’s discretion, any additional information submitted by any Party at a later date. Any materials submitted by a Party to the expert shall be simultaneously submitted by such Party to the other Parties.. (d) Each Party shall designate one Person knowledgeable about the issues in dispute who shall be available to the expert to answer questions and provide any additional information requested by the expert. Except for such Person, a Party shall not be required to, but may, provide oral statements or body presentations to whom the Dispute is referred expert or make any particular individuals available to the expert. (e) Except as provided in Section 27.3(h) with respect to the “Expert”payment of costs, which term the proceedings shall also apply be without prejudice to any substitute appointed by mutual agreement Party and any evidence given or statements made in the course of this process may not be used against a Party in any other proceedings. The process shall not be regarded as an arbitration, and the laws relating to commercial arbitration shall not apply. (f) When consideration of the parties) Technical Dispute by an expert is initiated, the expert shall be requested to make provide a final decision recommendation within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working 15 days after the Expert 10-day response period provided in Section 27.3(c) above has confirmed to both parties that it run. If the expert’s recommendation is given within such 15-day period, or if the expert’s recommendation is given at a later time and no Party has accepted at such time initiated any other proceeding concerning the appointmentTechnical Dispute, the Parties shall review and discuss the recommendation with each party will send other in good faith for a period of 10 days following delivery of the recommendation before proceeding with any other actions. (g) If a Party does not accept the recommendation of the expert with respect to the Expert (and simultaneously to Technical Dispute, it may initiate arbitration proceedings in accordance with Section 27.4. Similarly, if the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute ; (iii) if a party fails to submit its submissions and supporting evidence expert has not submitted such recommendation within the time limit laid down period provided in paragraph (iiSection 27.3(f), it shall be deemed to have admitted the correctness of the other party’s submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined Party may initiate arbitration proceedings in accordance with Clause 2Section 27.4. (h) The costs of engaging an expert shall be borne equally by the Parties and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “"Expert”", which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute ; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s 's submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s 's costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where (a) In the event that a Dispute that is deemed a Technical Dispute under the terms of this Agreement or that the Parties and the Lender Representative (with respect to disputes involving rights granted herein to the Committee) mutually agree in writing is a dispute of a technical nature is determined by (in either case a "Technical Dispute") cannot be resolved under the Classification Society under Clause 4.2 procedures specified in Article 1 orSection 15.1 and Section 15.2, as appropriatethen the Parties and the Lender Representative shall, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before no later than ten (10) days after the delivery of the Ship Technical Dispute Notice, unanimously appoint a technical expert (the "Technical Expert"), to resolve such Technical Dispute. (b) If the Parties and which gives rise the Lender Representative are unable to issues purely agree to the appointment of fact the Technical Expert, then each Party and the Committee shall within ten (10) days of their receipt of the Technical Dispute Notice choose an expert and those experts shall choose the Technical Expert jointly. If those experts cannot agree upon the Technical Expert within five (5) days, then the dispute shall be resolved through the procedures set out in Section 15.4 with the Technical Dispute Notice being treated as an Arbitration Notice delivered at the end of such five (5) day period. Once the Technical Expert is appointed: (i) the Technical Expert shall promptly (x) fix a reasonable time and place for receiving representations, submissions, or information from the Parties and the Lender Representative, and (y) issue directions to the Parties and the Lender Representative for the proper conduct of any hearing; (ii) the Parties and the Lender Representative shall provide the Technical Expert with all evidence and information (including, without limitation, any dispute the production of documentation and witnesses) within their respective possession or difference of control as the Technical Expert may consider necessary for resolving the Technical Dispute or that, in the opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship providing Party or any Part Lender Representative, is relevant to and bears upon the Contract, the Plans, the Specification, or the Rules) shall matter to be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute determined; (iii) if a party fails each Party and the Lender Representative may utilize such lawyers, consultants, and advisers as it feels appropriate to submit its submissions present their respective cases, provided, that the Parties and supporting evidence within the time Lender Representative shall cooperate and seek to narrow and limit laid down in paragraph (ii), it shall the issues to be deemed to have admitted the correctness of the other party’s submissionsdetermined; (iv) the Technical Expert shall act as an expert and not as an arbitratorrender his decision with full reasons within thirty (30) days after the date of his appointment; (v) the decision determination of the Technical Expert shall shall, except in the event of fraud, be final and binding on both partiesupon the Parties and the Lender Representative; and (vi) each Party and the parties Lender Representative shall bear the costs and expenses of all lawyers, consultants, advisers, witnesses, and employees retained by it in any Technical Dispute referred to a Technical Expert’s , and the costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office and expenses of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute Technical Expert shall be determined in accordance with Clause 2shared equally by the Parties.

Technical Disputes. 1.1 Except where In the event the Dispute involves a Title Defect, Title Defect Value, Environmental Defect, Environmental Defect Value, Title Benefit or calculation of the Closing Statement or Final Statement or revisions to either of such statements and the Parties are unable to reach resolution as to any such outstanding Dispute within five (5) days following delivery of a technical nature is determined by written notice from either Buyer or Seller to the Classification Society under Clause 4.2 in Article 1 orother Party that Buyer or Seller, as appropriateapplicable, intends to submit such Dispute to the Independent Expert for resolution pursuant to this Article XX, then either Party may, by written notice to the other Party (an “Election Notice”), elect to submit such Dispute to a Regulatory Authority under Clause 4.4 in Article 1, any Dispute single arbitrator (the “Independent Expert”). Such Independent Expert shall be selected by mutual agreement of a technical nature arising before Buyer and Seller within fifteen (15) days after the delivery of such Election Notice in accordance with the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as followsfollowing: (i) in the person case of any Dispute regarding Title Defects, Title Defect Values or body to whom Title Benefits, the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) Independent Expert shall be requested a title attorney with at least twenty (20) years experience in oil and gas titles involving properties in the regional area in which the Assets with respect to make a final decision within 21 (twenty one) working days after it has accepted which such Title Defects or Title Benefits are alleged or with respect to which such Title Defect Values in dispute are located and who is licensed to practice law in the appointmentstate in which such Assets are located; (ii) within 10 (ten) working days after in the case of any Dispute regarding Environmental Defects or Environmental Defect Values, the Independent Expert has confirmed shall be an environmental consultant with at least 20 years experience involving properties in the regional area in which the Assets with respect to both parties that it has accepted the appointment, each party will send which such Environmental Defects are alleged or with respect to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence which such Environmental Defect Values in relation to the Dispute dispute are located; (iii) if a party fails to submit its submissions and supporting evidence within in the time limit laid down in paragraph (ii)case of any Dispute regarding the calculation of the Closing Statement or the Final Statement or revisions thereto, it the Independent Expert shall be deemed a senior partner of an independent accounting firm mutually acceptable to have admitted the correctness of the other party’s submissions;Buyer and Seller; and (iv) in the case of any Dispute, the Independent Expert shall act as an expert and not as an arbitrator; have had a substantial relationship with any Party or any Affiliate of either Party during the two (v2) years prior to such selection; provided that, in any case, in the decision absence of such agreement within fifteen (15) days of the delivery of the Election Notice, the Independent Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days after receipt by selected as would a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined single arbitrator in accordance with Clause 2the Commercial Arbitration Rules for Large, Complex Commercial Disputes and Expedited Procedures of the American Arbitration Association (the “Rules”), notwithstanding the selection method and criteria set forth in clauses (i)-(iv) above.

Technical Disputes. 1.1 Except where (a) In the event that a Dispute that is deemed a Technical Dispute under the terms of this Agreement or that the Parties and the Lender Representative (with respect to disputes involving rights granted herein to the Committee) mutually agree in writing is a dispute of a technical nature is determined by (in either case a "Technical Dispute") cannot be resolved under the Classification Society under Clause 4.2 procedures specified in Article 1 orSection 15.1 and Section 15.2, as appropriatethen the Parties and the Lender Representative shall, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before no later than ten (10) days after the delivery of the Ship Technical Dispute Notice, unanimously appoint a technical expert (the "Technical Expert"), to resolve such Technical Dispute. (b) If the Parties and which gives rise the Lender Representative are unable to issues purely agree to the appointment of fact the Technical Expert, then each Party and the Committee shall within ten (10) days of their receipt of the Technical Dispute Notice choose an expert and those experts shall choose the Technical Expert jointly. If those experts cannot agree upon the Technical Expert within five (5) days, then the dispute shall be resolved through the procedures set out in Section 15.4 with the Technical Dispute Notice being treated as an Arbitration Notice delivered at the end of such five (5) day period. Once the Technical Expert is appointed: (i) the Technical Expert shall promptly (x) fix a reasonable time and place for receiving representations, submissions, or information from the Parties and the Lender Representative, and (y) issue directions to the Parties and the Lender Representative for the proper conduct of any hearing; (ii) the Parties and the Lender Representative shall provide the Technical Expert with all evidence and information (including, without limitation, any dispute the production of documentation and witnesses) within their respective possession or difference of control as the Technical Expert may consider necessary for resolving the Technical Dispute or that, in the opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship providing Party or any Part Lender Representative, is relevant to and bears upon the Contract, the Plans, the Specification, or the Rules) shall matter to be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute ; determined; (iii) if a party fails each Party and the Lender Representative may utilize such lawyers, consultants, and advisers as it feels appropriate to submit its submissions present their respective cases, provided, that the Parties and supporting evidence within the time Lender Representative shall cooperate and seek to narrow and limit laid down in paragraph (ii), it shall the issues to be deemed to have admitted the correctness of the other party’s submissions; determined; (iv) the Technical Expert shall act as an expert and not as an arbitrator; render his decision with full reasons within thirty (30) days after the date of his appointment; (v) the decision determination of the Technical Expert shall shall, except in the event of fraud, be final and binding on both partiesupon the Parties and the Lender Representative; and and (vi) each Party and the parties Lender Representative shall bear the costs and expenses of all lawyers, consultants, advisers, witnesses, and employees retained by it in any Technical Dispute referred to a Technical Expert’s , and the costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office and expenses of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute Technical Expert shall be determined in accordance with Clause 2shared equally by the Parties.

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, 12.2.1 Where this Agreement provides or the Rules) Parties otherwise agree that a dispute shall be treated as a Technical Dispute, such Technical Dispute may be referred to an expert agreed upon by the Head Office Parties for determination (such person, an “Expert”). 12.2.2 The Expert shall have demonstrated expertise in the area to which such technical dispute relates and shall not be an agent, employee or contractor of either Party involved in the technical dispute. 12.2.3 If the identity of the Classification Society Expert is not agreed between the Parties within fifteen days (15) days of a request in writing by the Party initiating the Technical Dispute, the Expert shall be appointed by the International Centre of Expertise in accordance with the provisions for its final decision provided that if appointment of experts under the Head Office Rules for Expertise of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office International Chamber of Commerce. 12.2.4 Consideration of the Classification Society, the Technical Dispute by an Expert shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether initiated by the Classification Society or Party seeking consideration of the Technical Dispute by a mutually agreed technical expert) shall be as followsthe Expert submitting within 10 days of the appointment of the Expert to both the Expert and the other Party written materials setting forth: (ia) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement a description of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointmentTechnical Dispute; (iib) within a statement of the initiating Party’s position; and (c) copies of records supporting the initiating Party’s position. 12.2.5 Within 10 (ten) working days after of the Expert date upon which a Party has confirmed to both parties that it has accepted submitted the appointmentmaterials described in Clause 12.2.4, each party will send the responding Party may submit to the Expert (and simultaneously and, if such Party does so, shall also submit to the other party), by fax or registered courier, its submissions and supporting evidence in relation to Party) written materials setting forth: (a) a description of the Dispute Technical Dispute; (iiib) if a party fails statement of the responding Party’s position; and (c) copies of any records supporting the responding Party’s position. 12.2.6 The Expert shall consider the information submitted by the initiating Party in accordance with the provisions of Clause 12.2.4, the information submitted by the responding Party in accordance with the provisions of Clause 12.2.5 and, in the Expert’s discretion, any additional written materials submitted by either Party. 12.2.7 Any additional written materials submitted by a Party to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it Expert shall be deemed simultaneously submitted by such Party to have admitted the correctness other Party. 12.2.8 The Expert’s final decision should be rendered within thirty (30) days of the other partydate of the Expert’s submissions;appointment or as soon as practicable thereafter. (iv) the 12.2.9 The Expert shall act as an expert and not as an arbitrator;. 12.2.10 The costs of the Expert shall be borne as determined by the Expert or, in default of such determination, equally by the Parties. 12.2.11 The Expert’s determination shall (vin the absence of alleged fraud or manifest error) be final and binding on the Parties and not subject to appeal. 12.2.12 If any Party wishes to challenge a decision of the Expert, it may do so only (a) by initiating arbitration in accordance with Clause 12.3 within thirty (30) days of its receipt of the decision of the Arbitrator, and (b) on the alleged grounds of fraud and/or manifest error. 12.2.13 If no challenge to a decision of the Expert is made in accordance with Clause 12.2.12, the decision shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equallyParties and not subject to appeal. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where a Dispute of a technical nature dispute is determined by the Classification Society under Clause clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives dispute giving rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute dispute in question to the Head Office of the Classification Society, the Dispute dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature disputes (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute dispute is referred (the “"Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties") shall be requested to make a final decision within 21 fourteen (twenty one14) working days after it has accepted the appointment; (ii) within 10 seven (ten7) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax telefax or registered courier, its submissions and supporting evidence in relation to the Dispute dispute; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s 's submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s 's costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other partyIf: (i) the Head Office of the Classification Society has failed declines to accept a referral pursuant to Clause clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a such technical nature dispute to the Head Office of the Classification Society; or (iii) Society and the parties have failed fail to agree upon the identity of a mutually acceptable technical expert and obtain within five (5) days after the date of one party's receipt of a written acceptance notice from the other party calling upon it to concur in the appointment of its appointmentan expert, the Dispute dispute shall be determined in accordance with Clause clause 2.

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, 12.2.1 Where this Agreement provides or the Rules) Parties otherwise agree that a dispute shall be treated as a Technical Dispute, such Technical Dispute may be referred to an expert agreed upon by the Head Office Parties for determination (such person, an “Expert”). 12.2.2 The Expert shall have demonstrated expertise in the area to which such technical dispute relates and shall not be an agent, employee or contractor of either Party involved in the technical dispute. 12.2.3 If the identity of the Classification Society Expert is not agreed between the Parties within fifteen days (15) days of a request in writing by the Party initiating the Technical Dispute, the Expert shall be appointed by the International Centre of Expertise in accordance with the provisions for its final decision provided that if appointment of experts under the Head Office Rules for Expertise of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office International Chamber of Commerce. 12.2.4 Consideration of the Classification Society, the Technical Dispute by an Expert shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether initiated by the Classification Society or Party seeking consideration of the Technical Dispute by a mutually agreed technical expert) shall be as followsthe Expert submitting within 10 days of the appointment of the Expert to both the Expert and the other Party written materials setting forth: (ia) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement a description of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointmentTechnical Dispute; (iib) within a statement of the initiating Party’s position; and (c) copies of records supporting the initiating Party’s position. 12.2.5 Within 10 (ten) working days after of the Expert date upon which a Party has confirmed to both parties that it has accepted submitted the appointmentmaterials described in Clause 12.2.4, each party will send the responding Party may submit to the Expert (and simultaneously and, if such Party does so, shall also submit to the other party), by fax or registered courier, its submissions and supporting evidence in relation to Party) written materials setting forth: (a) a description of the Dispute Technical Dispute; (iiib) if a party fails statement of the responding Party’s position; and (c) copies of any records supporting the responding Party’s position. 12.2.6 The Expert shall consider the information submitted by the initiating Party in accordance with the provisions of Clause 12.2.4, the information submitted by the responding Party in accordance with the provisions of Clause 12.2.5 and, in the Expert’s discretion, any additional written materials submitted by either Party. 12.2.7 Any additional written materials submitted by a Party to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it Expert shall be deemed simultaneously submitted by such Party to have admitted the correctness other Party. 12.2.8 The Expert’s final decision should be rendered within thirty (30) days of the other partydate of the Expert’s submissions;appointment or as soon as practicable thereafter. (iv) the 12.2.9 The Expert shall act as an expert and not as an arbitrator;. 12.2.10 The costs of the Expert shall be borne as determined by the Expert or, in default of such determination, equally by the Parties. 12.2.11 The Expert’s determination shall (in the absence of alleged fraud or manifest error) be final and binding on the Parties and not subject to appeal. 12.2.12 If any Party wishes to challenge a decision of the Expert, it may do so only (va) by initiating arbitration in accordance with Clause 12.3 within thirty (30) days of its receipt of the decision of the Arbitrator, and (b) on the alleged grounds of fraud and/or manifest error. 12.2.13 If no challenge to a decision of the Expert is made in accordance with Clause 12.2.12, the decision shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equallyParties and not subject to appeal. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where In the event the Dispute involves a Title Defect, Title Defect Value, Environmental Defect, Environmental Defect Value, Title Benefit or calculation of the Closing Statement or Final Statement or revisions to either of such statements and the Parties are unable to reach resolution as to any such outstanding Dispute within five (5) days following delivery of a technical nature is determined by written notice from either Buyer or Seller to the Classification Society under Clause 4.2 in Article 1 orother Party that Buyer or Seller, as appropriateapplicable, intends to submit such Dispute to the Independent Expert for resolution pursuant to this Article XX, then either Party may, by written notice to the other Party (an “Election Notice”), elect to submit such Dispute to a Regulatory Authority under Clause 4.4 in Article 1, any Dispute single arbitrator (the “Independent Expert”). Such Independent Expert shall be selected by mutual agreement of a technical nature arising before Buyer and Seller within fifteen (15) days after the delivery of such Election Notice in accordance with the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as followsfollowing: (i) in the person case of any Dispute regarding Title Defects, Title Defect Values or body to whom Title Benefits, the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) Independent Expert shall be requested a title attorney with at least twenty (20) years experience in oil and gas titles involving properties in the regional area in which the Assets with respect to make a final decision within 21 (twenty one) working days after it has accepted which such Title Defects or Title Benefits are alleged or with respect to which such Title Defect Values in dispute are located and who is licensed to practice law in the appointmentstate in which such Assets are located; (ii) within 10 (ten) working days after in the case of any Dispute regarding Environmental Defects or Environmental Defect Values, the Independent Expert has confirmed shall be an environmental consultant with at least 20 years experience involving properties in the regional area in which the Assets with respect to both parties that it has accepted the appointment, each party will send which such Environmental Defects are alleged or with respect to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence which such Environmental Defect Values in relation to the Dispute dispute are located; (iii) if a party fails to submit its submissions and supporting evidence within in the time limit laid down in paragraph (ii)case of any Dispute regarding the calculation of the Closing Statement or the Final Statement or revisions thereto, it the Independent Expert shall be deemed a senior partner of an independent accounting firm mutually acceptable to have admitted the correctness of the other party’s submissions;Buyer and Seller; and (iv) in the case of any Dispute, the Independent Expert shall act as an expert and not as an arbitratorhave had a substantial relationship with any Party or any Affiliate of either Party during the two (2) years prior to such selection; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where In the event a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: over (i) whether a Milestone has been achieved, (ii) whether Checkpoint has used Commercially Reasonable Efforts to Develop the person Licensed Product, (iii) whether Licensor has met its obligations under the Work Plan, (iv) the proper allocation of Net Sales to a Licensed Product where the Licensed Product is sold as part of a Combination Product, or body (v) the Combination Percentage (each, a “Technical Dispute”) is not resolved in accordance with the negotiation and mediation dispute resolution processes described in Section 11.1 above, then either Party may submit the matter to whom expert intervention in accordance with this Section 11.2. Any such intervention may be initiated by a Party by written notice to the other Party specifying the subject of the requested intervention. The Technical Dispute is referred hearings shall be convened in New York, New York and shall be resolved by one expert, to be mutually selected by the Parties; or if the Parties fail to agree on the expert within ten (10) business days following the date of such written notice, then the Parties shall cause their respective nominees to select a third individual within ten (10) business days to serve as the expert (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) ). The Expert shall be requested required to make a final decision within 21 have pharmaceutical industry experience specifically related to conducting formulation development activities and clinical trials, and shall not be any employee, agent or consultant of any Party or an Affiliate of any Party at such time, or otherwise involved (twenty onewhether by contract or otherwise) working days after it has accepted in the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send affairs of any Party at such time. Each Party simultaneously shall submit to the Expert its proposal with respect to its position on the resolution of the Technical Dispute without having seen the other Party’s proposal, along with a discussion document explaining the rationale therefor. The Expert shall have the right to meet with the Parties, either alone or together, and shall have the right to request additional information and documents from each Party. The Expert shall select only one of the Parties’ proposals based on the Expert’s determination of which proposal is more consistent with the Expert’s opinion on the resolution of the Technical Dispute (and simultaneously to consistent with the other partyterms of this Agreement), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute ; (iii) if shall provide a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other partybrief written rationale for such selection. The Expert’s submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and shall be binding on both parties; and upon the Parties under this Agreement. The Parties shall submit their documentation to the Expert within fifteen (vi15) days of selection of the parties Expert and provide any requested additional information and documents within ten (10) days of such request. The Expert shall bear make his or her decision within fifteen (15) days of such submission (extended by the Expert’s costs equally. 1.3 If within 10 Expert in his discretion to provide adequate time to review requested documents but in no event shall the decision be made more than thirty (ten30) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2submission).

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives giving rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “Expert”"EXPERT", which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax telefax or registered courier, its submissions and supporting evidence in relation to the Dispute Dispute; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s 's submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s 's costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.

Technical Disputes. 1.1 Except where a Dispute of a technical nature dispute is determined by the Classification Society Bodies under Clause clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives dispute giving rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office Offices of the Classification Society Bodies for its final decision provided that if the Head Office of the either Classification Society Body declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute dispute in question to the Head Office Offices of the Classification Society, the Dispute dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature disputes (whether by the Classification Society Bodies or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute dispute is referred (the “"Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties") shall be requested to make a final decision within 21 fourteen (twenty one14) working days after it has accepted the appointment; (ii) within 10 seven (ten7) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax telefax or registered courier, its submissions and supporting evidence in relation to the Dispute dispute; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s 's submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s 's costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other partyIf: (i) the Head Office of the either Classification Society has failed Body declines to accept a referral pursuant to Clause clause 1.1; or (ii) the Head Office of one Classification Body reaches a different decision from the Head Office of the other Classification Body; or (iii) a party reasonably considers that it is not appropriate to refer any Dispute of a such technical nature dispute to the Head Office Offices of the Classification Society; or (iii) Bodies and the parties have failed fail to agree upon the identity of a mutually acceptable technical expert and obtain within five (5) days after the date of one party's receipt of a written acceptance notice from the other party calling upon it to concur in the appointment of its appointmentan expert, FIRST ORIGINAL the Dispute dispute shall be determined in accordance with Clause clause 2.

Technical Disputes. 1.1 Except where a Dispute 24.1 The Parties agree that their mutual intent is to resolve any disagreements regarding the design or construction of a technical nature is the Vessel through good faith discussions; and to resolve such disputes promptly, efficiently, and reasonably. 24.2 Any dispute between the Parties regarding the fitness of the design, plans, or construction of the Vessel, its machinery and equipment, and/or regarding the Materials and/or workmanship with regard to satisfaction of Classification Society Rules or Regulatory Agency requirements (such disputes, “Approval Disputes”) shall be determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, (acting with or by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office its assigned surveyor). The decision of the Classification Society for its final decision provided that if as to such matters shall be final, conclusive, and binding upon the Head Office Parties. 24.3 Any other dispute regarding the Materials and/or workmanship in connection with the Vessel, including interpretations of the Classification Society declines to accept any Specifications (such referraldisputes, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society“Technical Disputes”), the Dispute shall be referred to a mutually acceptable technical expert jointly appointed surveyor (the “Joint Surveyor”). The decision of the Joint Surveyor as to such matters shall be final, conclusive, and binding upon the Parties. In the event that the Parties cannot agree upon a Joint Surveyor, a Joint Surveyor will be appointed by arbitrators appointed for his final decisionthat purpose in accordance with Article 25. 1.2 24.4 The procedure applicable costs of resolving any Approval Dispute or Technical Dispute, including Classification Society charges, Joint Surveyor charges, and delays due to such dispute, shall be for the account of the non-prevailing Party. In the event that both Parties prevail in part, the costs shall be split equally. 24.5 The cost of any survey occasioned by a warranty claim, as well as the cost of transporting service Persons and parts to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) Vessel to make needed repairs in connection with such warranty claim, shall be borne as follows: (ia) by Owner in the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties event that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute ; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1concludes that the defect, flaw, or repair is not covered by the express warranty described in this Agreement; or (iib) a party reasonably considers by Builder in the event that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) Society concludes that the parties have failed to agree upon defect, flaw, or repair is covered by the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined express warranty described in accordance with Clause 2this Agreement.

Technical Disputes. 1.1 Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision. 1.2 The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows: (i) the person or body to whom the Dispute is referred (the “Expert”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment; (ii) within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute Dispute; (iii) if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s submissions; (iv) the Expert shall act as an expert and not as an arbitrator; (v) the decision of the Expert shall be final and binding on both parties; and (vi) the parties shall bear the Expert’s costs equally. 1.3 If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party: (i) the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or (ii) a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or (iii) the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment, the Dispute shall be determined in accordance with Clause 2.