Common use of Title Dispute Resolution Clause in Contracts

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller EXCO and Buyer BG shall attempt to agree on all disputes relating to Title Defects, Title Benefits, and the Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and Title Benefit Carry Increase Amounts relating thereto prior to Closingthe Title Remedy Date. If Seller EXCO and Buyer BG are unable to agree by Closingsuch date, the Title Defect Amounts and Title Benefit Amounts in dispute such disputes shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer BG and Seller EXCO within fifteen (15) Days 15 days after the end of the applicable Title Cure Period, and absent such agreement, by the Houston Dallas office of the American Arbitration Association AAA (the “Title Arbitrator”). The Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the 5 year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA, to the extent such rules do not conflict with the terms of this ArticleSection. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer BG a greater Title Defect Amount or Title Carry Reduction Amount than the Title Defect Amount or Title Carry Reduction Amount claimed by Buyer BG in its applicable Title Defect Notice nor a lower Title Defect Amount or Title Carry Reduction Amount than the Title Defect Amount or Title Carry Reduction Amount proposed by EXCO in its response to such Title Defect Notice and may not award Seller EXCO a greater Title Benefit Amount or Title Carry Increase Amount than the Title Benefit Amount or Title Carry Increase Amount claimed by Seller EXCO in its applicable Title Benefit Notice nor a lower Title Benefit Amount or Title Carry Increase Amount than the Title Benefit Amount or Title Carry Increase Amount proposed by BG in its response to such Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and/or Title Benefit Carry Increase Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller EXCO and Buyer BG shall each bear its own legal fees and other costs of presenting its case. Each of Seller EXCO and Buyer BG shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or any Title Benefit Amount is not taken into account as an adjustment to the Purchase Final Cash Price pursuant to Section 3.5 or 3.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 3.611.2, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer BG and Seller EXCO of his award with respect to a such Title Defect Amount or a such Title Benefit Amount, (iA) Buyer BG shall pay to Seller EXCO the amount, if any, so awarded by the Title Arbitrator to Seller EXCO and (iiB) Seller EXCO shall pay to Buyer BG the amount, if any, so awarded by the Title Arbitrator to BuyerBG.

Title Dispute Resolution. Seller The Sellers and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller the Sellers and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j2.05(b)(x). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller the Sellers within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in provisions of Sections 11.2(g2.05(b)(vii) and 11.2(h2.05(b)(viii) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller the Sellers a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller the Sellers in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller The Sellers and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer The non-prevailing party shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.62.05(b), then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller the Sellers of his award with respect to a Title Defect Amount or a Title Benefit Amount, and subject to the other terms and provisions hereof, (iA) Buyer shall pay to Seller the Sellers the amount, if any, so awarded by the Title Arbitrator to Seller the Sellers and (iiB) Seller the Sellers shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts prior to the expiration of the applicable Cure Period and each Title Benefit Amounts prior to Closingas soon as practicable after delivery of the Title Benefit Notice. If Seller and Buyer are unable have not agreed to agree by Closing, the any Title Defect Amounts and Title Defect Amount and/or Title Benefit and Title Benefit Amounts Amount in dispute shall (a “Title Dispute”), either Party, by notice to the other, may require it to be exclusively and finally resolved pursuant to this Section 11.1(j11.2(d) (which may be no earlier than the expiration of the applicable Cure Period in the case of a Title Defect or Title Defect Amount or the date that is 30 days after the delivery of the applicable Title Benefit Notice in the case of a Title Benefit or Title Benefit Amount). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience experienced in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties or the Subject Property relating to the Title Benefit, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Periodapplicable, and absent such agreement, by the Houston office of the American Arbitration Association are located (the “Title Arbitrator”). The arbitration proceeding Title Arbitrator shall be held in selected by agreement of Buyer and Seller within 15 days after the delivery of notice of the Title Dispute, and absent such agreement at the request of either Party, by the Houston, Texas office of the AAA. The place of arbitration shall be Houston, Texas and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA Rules, to the extent such those rules do not conflict with the terms of this ArticleArticle XI. In addition to being bound by and adhering to the rules and practices of the AAA and applicable law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for either Party or any Affiliate of a Party during the five-year period preceding the arbitration or have any financial interest in the dispute. The Parties shall instruct the Title Arbitrator to make an award within 20 days after the closing of the hearing. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and award shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g11.2(d) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determinationAAA Rules. The Title Arbitrator, however, may not award the (i) Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice, or a lower Title Defect Amount than the Title Defect Amount proposed by Seller in its response to such Title Defect Notice and may not award (ii) Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Benefit Notice, or a lower Title Benefit Amount than the Title Benefit Amount proposed by Buyer in its response to such Benefit Notice or its applicable Benefit Notice, as applicable. The Title Arbitrator shall act as an expert for the limited purpose of determining determine the specific disputed Title Defect, Title BenefitDefect Amount, Title Defect Amounts and/or Benefit and Title Benefit Amounts Amount submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any other matter. Seller and Buyer shall each bear its their own legal fees and other costs of presenting its their case. Each of Seller and Buyer shall each bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller SM and Buyer Buyers shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller SM and Buyer Buyers are unable to agree on any such matter by Closing, the Title Defect Amounts and Title Benefit Amounts matter in dispute Dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j6.2(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years 10 years’ experience in oil and gas titles title matters involving properties on in the Outer Continental Shelf, Gulf regional area in which the Assets at the center of Mexicothe Dispute are located, as selected by mutual agreement of Buyer Buyers and Seller SM within fifteen (15) Days days after any Party invokes the end provisions of the Cure Periodthis Section 6.2(i) to resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Title Arbitrator”). The Title Arbitrator shall not have worked as an employee or performed more than $25,000 of work as outside counsel for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 6.2(i). The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission by the Parties of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gSection 6.2(f) and 11.2(hSection 6.2(g) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer (a) Buyers a greater Title Defect Amount than the Title Defect Amount claimed by Buyer Buyers in its the applicable Title Defect Notice and may (which such Title Defect Amount shall not award Seller exceed the Allocated Value of the applicable Title Defect Property) or (b) SM a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller SM in its the applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Amount or Title Benefit Amounts Amount submitted by either party any Party and may not award damages, interest or penalties to either party any Party with respect to any matterDispute. Seller SM and Buyer Buyers shall each bear its its/their own legal fees and other costs of presenting its casecase to the Title Arbitrator. Each of Seller and Buyer SM shall bear one-half half, and Buyers shall bear one-half, of the costs and expenses of the Title Arbitrator. Any judgment of the award of the Title Arbitrator may be entered and enforced by any court of competent jurisdiction. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, as applicable at Closing pursuant to pursuant to Section 3.5 or 2.3 and an adjustment would otherwise be required under the provisions of Section 3.66.2(c) and Section 6.2(d), then as applicable, then, within ten (10) days after the Title Arbitrator delivers written notice to Buyer Buyers and Seller SM of his its award with respect to a such Title Defect Amount or a Title Benefit AmountAmount and subject to Section 6.2(h), (i) Buyer any Party required to make a payment to effect such award shall pay to Seller the amount, if any, so awarded make such payment by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyerwire transfer in immediately available funds.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all disputes (i) relating to Pre-Closing Title Defects, Pre-Closing Title Benefits and Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and Title Carry Increase Amounts relating thereto prior to Closing or (ii) relating to Post-Closing Title Defects, Post-Closing Title Benefits, and the Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and Title Benefit Carry Increase Amounts relating thereto prior to Closingthe Post-Closing Title Remedy Date. If Seller and Buyer are unable to agree by Closingsuch date, the Title Defect Amounts and Title Benefit Amounts in dispute such disputes shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the applicable Cure Period, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Title Arbitrator”). The Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the 5 year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount or Title Carry Reduction Amount than the Title Defect Amount or Title Carry Reduction Amount claimed by Buyer in its applicable Title Defect Notice nor a lower Title Defect Amount or Title Carry Reduction Amount than the Title Defect Amount or Title Carry Reduction Amount proposed by Seller in its response to such Title Defect Notice and may not award Seller a greater Title Benefit Amount or Title Carry Increase Amount than the Title Benefit Amount or Title Carry Increase Amount claimed by Seller in its applicable Title Benefit Notice nor a lower Title Benefit Amount or Title Carry Increase Amount than the Title Benefit Amount or Title Carry Increase Amount proposed by Buyer in its response to such Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and/or Title Benefit Carry Increase Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or any Title Benefit Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.5 or Section 3.63.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 11.2, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a such Title Defect Amount or a such Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6, Section 3.7 or this Section 11.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Period (the “Title Arbitrator”). In the event the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to be the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections Section 11.2(g) and Section 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit AmountAmount and subject to Section 11.2(i), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 11.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in provisions of Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer The non-prevailing party shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an 38 adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, and subject to the other terms and provisions hereof, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closingthe end of the Cure Period. If Seller and Buyer are unable to agree by Closingthe end of the Cure Period, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j10.2(g). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexicoin Texas, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 10.2. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, parties without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Article X and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice Notice, and may not award Seller a greater Title Benefit Amount than notwithstanding anything herein to the contrary, the Title Benefit Amount claimed by Seller Arbitrator’s awards are subject to the limitation on liabilities provisions set forth in its applicable Title Benefit NoticeSection 10.2(f). The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Subject to the parties’ rights pursuant to Section 13.1, the Closing shall not be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5 or this Section 10.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all disputes (i) relating to Pre-Closing Title Defects, Pre-Closing Title Benefits and Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and Title Carry Increase Amounts relating thereto prior to Closing or (ii) relating to Post-Closing Title Defects, Post-Closing Title Benefits, and the Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and Title Benefit Carry Increase Amounts relating thereto prior to Closingthe Post-Closing Title Remedy Date. If Seller and Buyer Xxxxx are unable to agree by Closingsuch date, the Title Defect Amounts and Title Benefit Amounts in dispute such disputes shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the applicable Cure Period, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Title Arbitrator”). The Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the 5 year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h11.2 (h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount or Title Carry Reduction Amount than the Title Defect Amount or Title Carry Reduction Amount claimed by Buyer in its applicable Title Defect Notice nor a lower Title Defect Amount or Title Carry Reduction Amount than the Title Defect Amount or Title Carry Reduction Amount proposed by Seller in its response to such Title Defect Notice and may not award Seller a greater Title Benefit Amount or Title Carry Increase Amount than the Title Benefit Amount or Title Carry Increase Amount claimed by Seller in its applicable Title Benefit Notice nor a lower Title Benefit Amount or Title Carry Increase Amount than the Title Benefit Amount or Title Carry Increase Amount proposed by Buyer in its response to such Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and/or Title Benefit Carry Increase Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or any Title Benefit Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.5 or Section 3.63.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 11.2, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a such Title Defect Amount or a such Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6, Section 3.7 or this Section 11.2.

Title Dispute Resolution. Seller The Partnership and Buyer the Company Entities shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts (in each case for which the proper notice was timely given) prior to Closing. If Seller and Buyer such Parties are unable to agree by Closing, the Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j)4.09. The Partnership and the Company Entities agree to pursue any such arbitration in good faith and with reasonable diligence, with the goal of concluding the arbitration as soon as practicable. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicorelevant jurisdiction in which the Title Defect Properties are located, as selected by mutual agreement of Buyer the Partnership and Seller the Company Entities within fifteen ten (1510) Days days after either the end Partnership or the Company Entities have provided the other with a notice of the Cure Perioddispute invoking this Section 4.09, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 4.09. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Article IV and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer Partnership a greater Title Defect Amount than the Title Defect Amount claimed by Buyer the Partnership in its applicable Title Defect Notice and may not award Seller Contributors a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller the Company Entities in its their applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title DefectDefects, Title BenefitBenefits, Title Defect Amounts and/or Title Benefit Amounts submitted by either party the Partnership or the Company Entities and may not award damages, interest or penalties to either party any Party with respect to any matter. Seller and Buyer The Parties shall each bear its their own legal fees and other costs of presenting its case. Each of Seller the Partnership, on one hand, and Buyer the Company Entities, on the other hand, shall bear one-half of the costs and expenses of the Title Arbitrator. To Notwithstanding anything in this Agreement to the extent that contrary, Closing shall be delayed until no earlier than the award of delivery by the Title Arbitrator with respect of his award. Subject to the limitations set forth in Section 4.06 and Section 4.08 and without duplication under Section 9.02, the Contribution Consideration at Closing shall be reduced by any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so be increased by any Title Benefit Amount awarded by the Title Arbitrator (to Buyerthe extent offsetting reductions in the Contribution Consideration on account of Title Defects).

Title Dispute Resolution. Seller and Buyer The Parties shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, resolve disputes concerning the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved following matters pursuant to this Section 11.1(j). There shall be 4.3: (a) the existence and scope of a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Amount, or Title Benefit Amounts submitted by either party and may not award damagesAmount, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of (b) the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is of that portion of the Emerald Asset affected by a Title Defect or Title Benefit, respectively, and (c) the adequacy of Emerald’s Title Defect curative materials and Kxxx’x reasonable satisfaction thereof (the “Title Disputed Matters”). The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot taken into account as an adjustment resolve the Title Disputed Matters on or before Closing, then (y) with respect to all Title Defects subject to a Title Disputed Matter, the Emerald Purchase Price shall be reduced by the Value of the affected Emerald Asset, or (z) with respect to all Title Benefits subject to a Title Disputed Matter, the Emerald Purchase Price shall not be adjusted at Closing, and, at Closing, Kxxx shall pay the Title Escrow Amount to the Purchase Price pursuant Escrow Agent to Section 3.5 be held as part of the Additional Escrow Amount. The term “Title Escrow Amount” means (I) with respect to all Title Defects subject to a Title Disputed Matter, the Value of the affected Emerald Asset, and (II) with respect to all Title Benefits subject to a Title Disputed Matter, the Title Benefit Amount associated with such Title Benefit. Further, the Title Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, who shall be an oil and gas title attorney licensed in North Dakota or Section 3.6Colorado with a minimum of 10 years’ experience with title issues affecting the types of properties which are the subject of the Title Disputed Matters. The arbitrator shall employ such independent attorneys, then within ten petroleum engineers and/or other consultants as deemed necessary. On or before thirty (1030) days after Closing, Kxxx and Emerald shall present their respective positions in writing to the Title Arbitrator delivers written notice arbitrator, together with such evidence as each Party deems appropriate. The arbitrator shall be instructed to Buyer and Seller resolve the dispute through a final decision within twenty (20) days after submission of his award with respect to a Title Defect Amount or a Title Benefit Amountthe matters in dispute. In the event that arbitration is selected by the Parties, (i) Buyer then the Party that loses the matters in dispute as determined by the arbitrator’s decision shall pay to Seller the amount, if any, so awarded full amount of any costs or fees assessed or charged by the Title Arbitrator arbitrator acting pursuant to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyerthis Section 4.3.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to the Closing. If Seller and Buyer are unable to agree by the Closing, the Title Defect Amounts and Title Benefit Amounts such matters in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j8.2(g). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years of experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston Denver, Colorado office of the American Arbitration Association (the “"Title Arbitrator”"). The arbitration proceeding shall be held in HoustonDenver, Texas Colorado and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 8.2(g). The Title Arbitrator’s 's determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(hSection 8.2(e) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either any party with respect to any matter. Seller Seller, on one hand, and Buyer Buyer, on the other hand, shall each bear its own legal fees and other costs of presenting its case. Each of Seller Seller, on one hand, and Buyer Buyer, on the other hand, shall bear one-half of the costs and expenses of the Title Arbitrator. If the Title Arbitrator does not make his determination regarding a disputed matter prior to the Closing, then the Purchase Price pursuant to Section 1.3 shall be reduced by the Title Defect Amount for the Title Defect Property, the Title Defect Property will be conveyed to Buyer at Closing, and the Title Defect Amount for that Title Defect Property shall be deposited by Buyer with the Escrow Agent at Closing to be held by the Escrow Agent under the Escrow Agreement and this Agreement. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is does not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6occur before Closing, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, Seller and Buyer shall deliver joint written instructions to the Escrow Agent to pay (i) to Buyer shall pay the amount, if any, awarded by the Title Arbitrator to Buyer (and any interest earned thereon) and (ii) to Seller the amount, if any, so awarded by the Title Arbitrator to Seller (and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyerany interest earned thereon).

Title Dispute Resolution. Seller and Buyer The Working Interest Parties shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closingthe expiration of the applicable Cure Period. If Seller and Buyer the Working Interest Parties are unable to agree by Closingthe expiration of the applicable Cure Period, the each Title Defect Amounts and Title Benefit Amounts Defect Amount in dispute (a “Title Dispute”) shall be exclusively and finally resolved pursuant to this Section 11.1(j3.2(f). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience experienced in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexico, as regional area in which the Title Defect Properties are located (the “Title Arbitrator”). The Title Arbitrator shall be selected by mutual agreement of Buyer and Seller the Working Interest Parties within fifteen (15) Days 15 days after the end of the applicable Cure Period, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association (the “Title Arbitrator”)AAA. The place of arbitration proceeding shall be held in Houston, Texas and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA Rules, to the extent such rules do not conflict with the terms of this ArticleSection 3.2(f). In addition to being bound by and adhering to the rules and practices of the AAA and Applicable Law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute. Once appointed, the Title Arbitrator shall not have any ex parte communications with any Working Interest Party (or its Affiliates) concerning the Title Dispute. The Title Arbitrator’s determination award shall be made within twenty (20) Days 20 days after submission the closing of the matters in dispute hearing and shall be final and binding upon both partiesWorking Interest Parties, without right of appeal. In making his his/her determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gSection 3.2(d) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determinationAAA Rules. The Title Arbitrator, however, may not award the Buyer STC Eagleville a greater Title Defect Amount than the Title Defect Amount claimed by Buyer STC Eagleville in its applicable Title Defect Notice and may not award Seller Notice, nor a greater lower Title Benefit Defect Amount than the Title Benefit Defect Amount claimed proposed by Seller Forest in its applicable response to such Title Benefit Defect Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining determine the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts Amount submitted by either party Working Interest Party and may not award damages, interest or penalties to either party Party with respect to any other matter. Seller and Buyer The Working Interest Parties shall each bear its their own legal fees and other costs of presenting its their case. Each of Seller and Buyer The Working Interest Parties shall each bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) Within 10 days after the Title Arbitrator delivers written notice to Buyer and Seller the Working Interest Parties of his his/her award with respect to a Title Defect Amount, unless otherwise agreed by the Working Interest Parties and to the extent such Title Defect Amount or a Title Benefit Amountwould otherwise be required to be paid by one Working Interest Party to the other Working Interest Party pursuant to the terms of this Article III, (i) Buyer STC Eagleville shall pay to Seller Forest the amount, if any, so awarded by the Title Arbitrator to Seller Forest and (ii) Seller Forest shall pay to Buyer STC Eagleville the amount, if any, so awarded by the Title Arbitrator to BuyerSTC Eagleville.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, and Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(jArticle 12.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gArticles 12.2(g) and 11.2(h12.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, and/or Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Subject to the right of the prevailing party to recover its reasonable attorneys’ fees and other costs (including, but not limited to, the Title Arbitrator’s fees, costs and expenses paid by the prevailing party) from the non-prevailing party pursuant to Article 16.18 and this Article 12.2(j), Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section Article 3.5 or Section Article 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. (a) Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j)3.15. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) 15 Days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association CPR (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationTexas, to the extent such rules do not conflict with the terms of this ArticleSection 3.15. The Title Arbitrator’s determination shall be made within twenty (20) as soon as possible, but in no event later than 15 Days after submission of the matters in dispute and shall be final binding on and binding upon both parties, without right of appealnon-appealable by the Parties. In making his his/her determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) provisions of this Agreement and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs The fees and expenses of associated with the Title ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.5 or Section 3.62.4, then within ten (10) days Days after the Title Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closingthe end of the Cure Period. If Seller Xxxxxx and Buyer Xxxxx are unable to agree by Closingthe end of the Cure Period, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j10.2(g). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexicoin Texas, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 10.2. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, parties without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Article X and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice Notice, and may not award Seller a greater Title Benefit Amount than notwithstanding anything herein to the contrary, the Title Benefit Amount claimed by Seller Arbitrator’s awards are subject to the limitation on liabilities provisions set forth in its applicable Title Benefit NoticeSection 10.2(f). The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer Xxxxx and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Subject to the parties’ rights pursuant to Section 13.1, the Closing shall not be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5 or this Section 10.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j3.3(j). For the avoidance of doubt, an unresolved dispute with respect to one or more Title Defects shall not delay Closing and the Parties shall close on such Title Defect Properties with no adjustment to the Purchase Price, subject to the rights of the Parties pursuant to this Section 3.3(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g3.3(g) and 11.2(h3.3(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 2.3 or Section 3.62.4, then within ten (10) days Days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. (i) Seller and Buyer shall attempt in good faith to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and (collectively “Title Benefit Amounts Disputes”) prior to the Closing. If Seller and Buyer are unable to agree by the Closing, (i) the Title Defect Amounts and Title Benefit Amounts in dispute shall Disputes will be exclusively and finally resolved pursuant to this Section 11.1(j5.3(g)(ii). There , (ii) the Closing Cash Amount shall be a single arbitrator, who adjusted downwards by the Allocated Value of each Title Defect Property affected by such Title Disputes and such Title Defect Properties (together with all associated Conveyed Interests) shall not be a title attorney with conveyed to Buyer at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure PeriodClosing, and absent (iii) promptly after such agreementTitle Disputes are finally resolved, by the Houston office of the American Arbitration Association (the “Seller shall, at its sole option with respect to each such Title Arbitrator”). The arbitration proceeding shall be held in HoustonDefect Property, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) andelect to, subject to Section 5.3(f): (x) cause Buyer to pay to Seller (1) the foregoing, may consider Allocated Value for such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than Property minus the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by plus (2) the sum of all amounts Buyer would have been required to pay to Seller with respect to the development of such Conveyed Interests pursuant to the Development Agreement and any related operating agreements (including any Carried Costs that exceed the portion of the Allocated Value for such Title Defect Property that is attributable to the Carried Costs Obligation) had such Conveyed Interest been conveyed to Buyer at Closing and promptly convey to Buyer such Title Defect Property (together with all associated Conveyed Interests); (y) retain the Title Arbitrator Defect Property (together with all associated Conveyed Interests), in which case such Title Defect Property (together with all associated Conveyed Interests) will be deemed permanently to be an Excluded Asset; or (z) elect to cure the Title Defect, provided that if Seller and is not successful in curing the Title Defect within the 45 day period following the resolution of such Title Disputes, Seller will remedy the Title Defect pursuant to subsections (iix) or (y) above (provided that if the remedy in subsection (y) is selected, Seller shall pay promptly reimburse to Buyer all amounts previously paid by Buyer with respect to the amount, if any, so awarded by development of such Title Defect Property and associated Conveyed Interests pursuant to the Development Agreement and any related operating agreements (including any Carried Costs that exceed the portion of the Allocated Value for such Title Arbitrator Defect Property that is attributable to Buyerthe Carried Costs Obligation)).

Title Dispute Resolution. Seller Sellers and Buyer shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller Sellers and Buyer are unable to agree on any such matter by Closing, the Title Defect Amounts and Title Benefit Amounts matter in dispute Dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j4.2(f). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years years’ experience in oil and gas titles title matters involving properties on in the Outer Continental Shelf, Gulf regional area in which the Assets at the center of Mexicothe Dispute are located, as selected by mutual agreement of Buyer and Seller Sellers within fifteen (15days after any Party invokes the provisions of this Section 4.2(f) Days after the end of the Cure Periodto resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas Texas, and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 4.2(f). The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission by the Parties of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(hSection 4.2(d) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its the applicable Title Defect Notice and may (which such Title Defect Amount shall not award Seller a greater Title Benefit Amount than exceed the Title Benefit Amount claimed by Seller in its Allocated Value of the applicable Title Benefit NoticeDefect Property). The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts Amount submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matterDispute. Seller Sellers and Buyer shall each bear its own legal fees and other costs of presenting its casecase to the Title Arbitrator. Each of Seller and Buyer shall bear one-half be responsible for 50% and the Sellers shall be responsible for 50% of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, as applicable at Closing pursuant to pursuant to Section 3.5 or 2.4(b)(5) and an adjustment would otherwise be required under the provisions of Section 3.64.2(b) then, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller Sellers of his its award with respect to a such Title Defect Amount or a Title Benefit Amountand subject to Section 4.2(e), (ithe Purchase Price will be adjusted pursuant to Section 2.4(b)(5) Buyer shall pay to Seller by the amount, if any, amount so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to BuyerArbitrator.

Title Dispute Resolution. Seller SM and Buyer Xxxxxx shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller SM and Buyer Buyers are unable to agree on any such matter by Closing, the Title Defect Amounts and Title Benefit Amounts matter in dispute Dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j6.2(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years 10 years’ experience in oil and gas titles title matters involving properties on in the Outer Continental Shelf, Gulf regional area in which the Assets at the center of Mexicothe Dispute are located, as selected by mutual agreement of Buyer Buyers and Seller SM within fifteen (15) Days days after any Party invokes the end provisions of the Cure Periodthis Section 6.2(i) to resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Title Arbitrator”). The Title Arbitrator shall not have worked as an employee or performed more than $25,000 of work as outside counsel for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 6.2(i). The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission by the Parties of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gSection 6.2(f) and 11.2(hSection 6.2(g) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer (a) Buyers a greater Title Defect Amount than the Title Defect Amount claimed by Buyer Buyers in its the applicable Title Defect Notice and may (which such Title Defect Amount shall not award Seller exceed the Allocated Value of the applicable Title Defect Property) or (b) SM a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller SM in its the applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Amount or Title Benefit Amounts Amount submitted by either party any Party and may not award damages, interest or penalties to either party any Party with respect to any matterDispute. Seller SM and Buyer Buyers shall each bear its its/their own legal fees and other costs of presenting its casecase to the Title Arbitrator. Each of Seller and Buyer SM shall bear one-half half, and Buyers shall bear one-half, of the costs and expenses of the Title Arbitrator. Any judgment of the award of the Title Arbitrator may be entered and enforced by any court of competent jurisdiction. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, as applicable at Closing pursuant to pursuant to Section 3.5 or 2.3 and an adjustment would otherwise be required under the provisions of Section 3.66.2(c) and Section 6.2(d), then as applicable, then, within ten (10) days after the Title Arbitrator delivers written notice to Buyer Xxxxxx and Seller SM of his its award with respect to a such Title Defect Amount or a Title Benefit AmountAmount and subject to Section 6.2(h), (i) Buyer any Party required to make a payment to effect such award shall pay to Seller the amount, if any, so awarded make such payment by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyerwire transfer in immediately available funds.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closingthe date that the Preliminary Settlement Statement is delivered pursuant to Section 3.4. If Seller and Buyer are unable to agree by Closingsuch date, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j5.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten twenty (1020) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Xxxxx and Well Locations are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Closing Date (the “Title Arbitrator”). If the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to be the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g5.2(g) and 11.2(h5.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts Amount and/or Title Benefit Amounts Amount submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account included in the Preliminary Settlement Statement or the Final Settlement Statement as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.63.3, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) subject to Section 5.2(i), Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any Title Defects, Title Benefits, Title Defect Amounts or Title Benefit Amounts are not agreed upon by the Parties as of the date that the Preliminary Settlement Statement is delivered pursuant to Section 3.4, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments to the Purchase Price or payments with respect thereto, if any, will be made pursuant to Section 3.5 or this Section 5.2.

Title Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts no later than three (3) Business Days prior to Closingthe Closing Date. If Seller Xxxxxx and Buyer are unable Xxxxx fail to agree in writing by Closingsuch time, the each Title Defect, Title Benefit, Title Defect Amounts Amount and Title Benefit Amounts Amount in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j8.2(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience experienced in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after regional area in which the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Title Defect Properties are located (the “Title Arbitrator”). The arbitration proceeding Title Arbitrator shall be held in selected by mutual written agreement of Xxxxx and Seller within fifteen (15) Business Days after the Closing Date, and absent such agreement, by the Houston, Texas office of the AAA. The place of arbitration shall be Houston, Texas and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationRules, to the extent such rules Rules do not conflict with the terms of this ArticleArticle VIII. In addition to being bound by and adhering to the Rules and practices of the AAA and Law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission the closing of the matters in dispute hearing and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) this Article VIII and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determinationRules. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its the applicable Title Defect Notice Notice, nor a lower Title Defect Amount than the Title Defect Amount 58 proposed by Seller in its response to such Title Defect Notice, and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its the applicable Title Benefit Notice or a lower Title Benefit Amount proposed by Buyer in response to the Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining determine the specific disputed Title Defect, Title Benefit, Title Defect Amounts Amount and/or Title Benefit Amounts submitted by either party Amount that is the subject of the arbitration and may not award damages, interest or penalties to either party Party with respect to any other matter. Each of Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall each bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within Within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Title Defect Amount or a Title Benefit Amount, (i) to the extent such Title Defect Amount or Title Benefit Amount would otherwise be required to be paid by one Party to the other Party pursuant to the terms of this Article VIII, Buyer shall pay to Seller the amountawarded Title Benefit Amount and, if anyin the case of Title Defect Amounts, so Seller shall instruct the Escrow Agent to release from the Title Dispute Escrow Amount to Buyer an amount of Preferred Shares with an aggregate Liquidation Preference equal to the awarded Title Defect Amount. If the Title Defect Amount ultimately determined by the Title Arbitrator or the Parties with respect to the Title Defect is less than the Title Defect Amount claimed by Buyer in the Title Defect Notice applicable thereto, then within the aforesaid ten (10) day period, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by from the Title Arbitrator Dispute Escrow Amount a number of Preferred Shares with an aggregate Liquidation Preference equal to Buyerthe amount by which the Title Defect Amount claimed by Xxxxx in the applicable Title Defect Notice exceeds such awarded Title Defect Amount.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts no later than three (3) Business Days prior to Closingthe Closing Date. If Seller and Buyer are unable fail to agree in writing by Closingsuch time, the each Title Defect, Title Benefit, Title Defect Amounts Amount and Title Benefit Amounts Amount in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j8.2(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience experienced in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexico, as regional area in which the Title Defect Properties are located (the “Title Arbitrator”). The Title Arbitrator shall be selected by mutual written agreement of Buyer and Seller within fifteen (15) Business Days after the end of the Cure PeriodClosing Date, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association (the “Title Arbitrator”)AAA. The place of arbitration proceeding shall be held in Houston, Texas and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationRules, to the extent such rules Rules do not conflict with the terms of this ArticleArticle VIII. In addition to being bound by and adhering to the Rules and practices of the AAA and Law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission the closing of the matters in dispute hearing and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) this Article VIII and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determinationRules. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its the applicable Title Defect Notice Notice, nor a lower Title Defect Amount than the Title Defect Amount proposed by Seller in its response to such Title Defect Notice, and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its the applicable Title Benefit Notice or a lower Title Benefit Amount proposed by Buyer in response to the Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining determine the specific disputed Title Defect, Title Benefit, Title Defect Amounts Amount and/or Title Benefit Amounts submitted by either party Amount that is the subject of the arbitration and may not award damages, interest or penalties to either party Party with respect to any other matter. Each of Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall each bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within Within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Title Defect Amount or a Title Benefit Amount, (i) to the extent such Title Defect Amount or Title Benefit Amount would otherwise be required to be paid by one Party to the other Party pursuant to the terms of this Article VIII, Buyer shall pay to Seller the amountawarded Title Benefit Amount and, if anyin the case of Title Defect Amounts, so Seller shall instruct the Escrow Agent to release from the Title Dispute Escrow Amount to Buyer an amount of Preferred Shares with an aggregate Liquidation Preference equal to the awarded Title Defect Amount. If the Title Defect Amount ultimately determined by the Title Arbitrator or the Parties with respect to the Title Defect is less than the Title Defect Amount claimed by Buyer in the Title Defect Notice applicable thereto, then within the aforesaid ten (10) day period, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by from the Title Arbitrator Dispute Escrow Amount a number of Preferred Shares with an aggregate Liquidation Preference equal to Buyerthe amount by which the Title Defect Amount claimed by Buyer in the applicable Title Defect Notice exceeds such awarded Title Defect Amount.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closingthe end of the Title Cure Period, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years of experience in oil and gas titles involving producing properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Title Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Period (the “Title Arbitrator”). In the event the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to select the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in HoustonFort Worth, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Title Arbitrator’s Arbitrator shall use reasonable efforts to make the determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and such determination shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gSection 11.2(f) and Section 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and Notice. The Title Arbitrator also may not award the Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price Cash Amount pursuant to Section 3.5 3.3 or Section 3.63.4, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit AmountAmount and subject to Section 11.2(i), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.Title

Title Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts prior to the expiration of the applicable Cure Period and each Title Benefit Amounts prior to Closingas soon as practicable after delivery of the Title Benefit Notice. If Seller and Buyer are unable have not agreed to agree by Closing, the any Title Defect Amounts and Title Defect Amount and/or Title Benefit and Title Benefit Amounts Amount in dispute shall (a “Title Dispute”), either Party, by notice to the other, may require it to be exclusively and finally resolved pursuant to this Section 11.1(j11.2(d) (which may be no earlier than the expiration of the applicable Cure Period in the case of a Title Defect or Title Defect Amount or the date that is 30 days after the delivery of the applicable Title Benefit Notice in the case of a Title Benefit or Title Benefit Amount). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience experienced in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties or the Subject Property relating to the Title Benefit, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Periodapplicable, and absent such agreement, by the Houston office of the American Arbitration Association are located (the “Title Arbitrator”). The arbitration proceeding Title Arbitrator shall be held in selected by agreement of Xxxxx and Seller within 15 days after the delivery of notice of the Title Dispute, and absent such agreement at the request of either Party, by the Houston, Texas office of the AAA. The place of arbitration shall be Houston, Texas and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA Rules, to the extent such those rules do not conflict with the terms of this ArticleArticle XI. In addition to being bound by and adhering to the rules and practices of the AAA and applicable law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for either Party or any Affiliate of a Party during the five-year period preceding the arbitration or have any financial interest in the dispute. The Parties shall instruct the Title Arbitrator to make an award within 20 days after the closing of the hearing. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and award shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g11.2(d) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determinationAAA Rules. The Title Arbitrator, however, may not award the (i) Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice, or a lower Title Defect Amount than the Title Defect Amount proposed by Seller in its response to such Title Defect Notice and may not award (ii) Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Benefit Notice, or a lower Title Benefit Amount than the Title Benefit Amount proposed by Buyer in its response to such Benefit Notice or its applicable Benefit Notice, as applicable. The Title Arbitrator shall act as an expert for the limited purpose of determining determine the specific disputed Title Defect, Title BenefitDefect Amount, Title Defect Amounts and/or Benefit and Title Benefit Amounts Amount submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any other matter. Seller and Buyer shall each bear its their own legal fees and other costs of presenting its their case. Each of Seller and Buyer shall each bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. The parties agree to attempt to initially resolve all disputes concerning Title Defects and Defect Values through good faith negotiations. If the parties cannot resolve such disputes within three (3) days preceding the Closing Date, the parties agree to submit all such disputes to binding arbitration to be finally determined by an arbitrator mutually agreeable by Seller and Buyer shall attempt to agree on all Title Defectstaking into account appropriate factors and employing such independent attorneys and, Title Benefitsif necessary, Title Defect Amounts and Title Benefit Amounts prior to Closingpetroleum engineers as the arbitrator deems necessary or as reasonably requested by the parties. If Seller and Buyer are unable to cannot mutually agree by Closing, on the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j). There shall be a single arbitrator, who shall be a title attorney with at least selection of an arbitrator after ten (10) years experience in oil and gas titles involving properties on days, the Outer Continental Shelf, Gulf of Mexico, as arbitrator shall be selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest On or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within before ten (10) days after submission of the Title Arbitrator delivers written notice matter to arbitration, Buyer and Seller shall present their respective positions in writing to the arbitrator, together with such evidence as each party deems appropriate. The arbitrator shall be instructed to resolve the dispute through a final decision within thirty (30) days after submission of his award Buyer’s and Seller’s positions to the arbitrator. The costs incurred in employing the arbitrator shall be borne equally by Seller and Buyer. After the arbitrator makes a determination as to the disputes, the arbitrator shall instruct the parties to implement its decision or to pay monies, as appropriate. A decision may be filed in any court of competent jurisdiction and may be enforced by any party as a final judgment or such court. If Buyer claims or asserts Title Defects having a Defect Value the aggregate amount of which, together with all other adjustments to the Purchase Price asserted by Buyer and Assets removed from this Agreement, would allow Seller or Buyer to terminate this Agreement under Section 2.5 (but neither Buyer nor Seller has elected to terminate this Agreement), but Seller disputes the existence or amount of such Title Defects and such disputes are submitted for resolution under this Section 4.3, then Closing will be postponed until five (5) business days after the arbitrator makes a determination with respect to a Title Defect Amount or a Title Benefit Amountsuch dispute, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to with Seller and Buyer retaining their rights to terminate this Agreement under Section 2.5 until four (ii4) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyerbusiness days after such determination is made.

Title Dispute Resolution. Seller Quicksilver and Buyer BreitBurn shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller Quicksilver and Buyer BreitBurn are unable to agree by Closing, the (1) all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j6.12(i), (2) there shall be no reduction or increase in the Initial Consideration at Closing with respect to the Title Defects, Title Benefits, Title Defect Amounts and/or Title Benefit Amounts in dispute, and (3) all adjustments and payments, if any, with respect thereto following Closing shall be made pursuant to this Section 6.12.(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on title and who shall not have performed professional services for either Party or any of their respective Affiliates during the Outer Continental Shelf, Gulf of Mexicoprevious five years, as selected by mutual agreement of Buyer BreitBurn and Seller Quicksilver within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Section 6.12 and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer BreitBurn a greater Title Defect Amount than the Title Defect Amount claimed by Buyer BreitBurn in its applicable Title Defect Notice (or an amount that would be greater than the applicable Preliminary Allocated Value) and may not award Seller Quicksilver a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller Quicksilver in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller Quicksilver and Buyer BreitBurn shall each bear its own their respective legal fees and other costs of presenting its the case. Each of Seller Quicksilver and Buyer BreitBurn shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price Initial Consideration pursuant to Section 3.5 or Section 3.66.12, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer BreitBurn and Seller Quicksilver of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer BreitBurn shall pay to Seller Quicksilver the amount, if any, so awarded by the Title Arbitrator to Seller Quicksilver and (ii) Seller Quicksilver shall pay to Buyer BreitBurn the amount, if any, so awarded by the Title Arbitrator to BuyerBreitBurn.

Title Dispute Resolution. Seller (i) Prior to the Closing, Titan and Buyer Atlas shall attempt to agree on on, and after Closing, Representative and Atlas shall attempt to agree on, all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closingthe end of the Cure Period. If Seller Representative and Buyer Atlas are unable to agree in writing by Closingthe end of the Cure Period, the extent of the existence of the Title Defects and the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j8.2(g); provided, however, that arbitration pursuant to this Section 8.2(g) may be initiated prior to the end of the Cure Period by written agreement of Atlas and Representative. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years years’ experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexicoin Texas, as selected by mutual agreement of Buyer Atlas and Seller Representative, within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston Dallas, Texas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 8.2. The Title Arbitrator’s determination of the existence of a Title Defect and his award of the Title Defect Amount with respect to a Title Defect shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesAtlas, Representative and the holders of the New Units without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Article 8 and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer Atlas, with respect to any Title Defect, a greater Title Defect Amount than the Title Claimed Defect Amount claimed by Buyer Atlas in its the applicable Title Defect Notice with respect to such Title Defect and may not award Seller a greater Title Benefit Amount than notwithstanding anything herein to the contrary, the Title Benefit Amount claimed by Seller Arbitrator’s awards are subject to the limitation on liabilities provisions set forth in its applicable Title Benefit NoticeSections 8.2(e) and 8.2(f). The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party Atlas or Representative or to holders of the New Units with respect to any matter. Seller Representative and Buyer Atlas shall each bear its own legal fees and other costs of presenting its case. Each of Seller Representative and Buyer Atlas shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closingthe end of the Cure Period. If Seller and Buyer are unable to agree by Closingthe end of the Cure Period, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j10.2(g). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexicoin Texas, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 10.2. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, parties without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Article X and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer or Seller a greater Title Defect Amount or Title Benefit Amount, as applicable, than the Title Defect Amount or Title Benefit Amount claimed by Buyer or Seller in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable or Title Benefit Notice, and notwithstanding anything herein to the contrary, the Title Arbitrator’s awards are subject to the limitation on liabilities provisions set forth in Section 10.2(e). The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title DefectDefects, Title BenefitBenefits, Title Defect Amounts and/or and Title Benefit Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Seller shall pay to Buyer or Buyer shall pay to Seller Seller, as applicable, the amount, if any, so awarded by the Title Arbitrator to Seller Buyer or Seller. Subject to the parties’ rights pursuant to Section 13.1, the Closing shall not be delayed on account of any arbitration hereunder and (ii) Seller to the extent any adjustments are not agreed upon by the parties as of the Closing, the Purchase Price shall pay to Buyer not be adjusted therefor as of the amountClosing and subsequent adjustments thereto, if any, so awarded by the Title Arbitrator will be made pursuant to BuyerSection 3.5 or this Section 10.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to the Closing. If Seller and Buyer are unable to agree by the Closing, the Title Defect Amounts Defects and Title Benefit Defect Amounts in dispute (collectively, the “Disputed Title Matters”) shall be exclusively and finally resolved pursuant to this Section 11.1(j)11.3. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years years’ experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Property is located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Period (the “Title Arbitrator”). In the event the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to be the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in HoustonDenver, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleColorado. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(hSection 11.2(e) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts Matter submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Disputed Title Defect Amount or Title Benefit Amount Matter is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Disputed Title Defect Amount or a Title Benefit AmountMatter and subject to this Section 11.3, (ia) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (iib) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5, Section 3.6 or this Article XI, as applicable.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Period (the “Title Arbitrator”). In the event the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to be the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections Section 11.2(g) and Section 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount 42 is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit AmountAmount and subject to Section 11.2(i), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 11.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to so agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(jArticle 12.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the identified Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “"Title Arbitrator”"). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s 's determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gArticles 12.2(g) and 11.2(h12.2(j) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Buyer or Seller as applicable, and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section Article 3.5 or Section Article 3.6, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

Title Dispute Resolution. Seller WFSG and Buyer APL shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closingthe date that is thirty (30) days following the Title Claim Date. If Seller WFSG and Buyer APL are unable to agree by Closingsuch date, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j)11.7. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas pipeline right-of-way titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer WFSG and Seller APL within fifteen (15) Days days after the end of the Cure PeriodTitle Claim Date, and absent such agreement, by the Houston office of the American Arbitration Association International Institute for Conflict Prevention and Resolution (“CPR,” and in either case, the “Title Arbitrator”). The Title Arbitrator shall be someone that is independent of any prior representation of or relationship with WFSG, APL or their respective Affiliates. The arbitration proceeding shall be held in HoustonPittsburgh, Texas Pennsylvania and shall be conducted in accordance with the Commercial Arbitration CPR Rules of the American Arbitration Associationand Procedures, to the extent such rules do not conflict with the terms of this ArticleArticle 11. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his its determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Section 11.7 and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The However, the Title Arbitrator, however, Arbitrator may not award the Buyer WFSG Parties a greater Title Defect Amount than the Title Defect Amount claimed by Buyer WFSG in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts submitted by either party WFSG or APL and may not award damages, interest or penalties to either party WFSG or APL with respect to any matter. Seller APL and Buyer WFSG shall each bear its their own respective legal fees and other costs of presenting its case. Each of Seller APL and Buyer WFSG shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to been previously paid by the Purchase Price APL Parties pursuant to Section 3.5 or Section 3.611.3, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer WFSG and Seller APL of his the Title Arbitrator’s award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer APL shall pay to Seller WFSG the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded WFSG Parties. In the event such payment is ordered by the Title Arbitrator APL may not elect to Buyersatisfy such obligation by use of the Title Indemnity Agreement pursuant to Section 11.3.

Title Dispute Resolution. Seller Sellers and Buyer shall attempt to agree on all Title Defects, Title Benefits, Benefits Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller Sellers and Buyer are unable to agree on any such matter by Closing, the Title Defect Amounts and Title Benefit Amounts matter in dispute Dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j6.2(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years 10 years’ experience in oil and gas titles title matters involving properties on in the Outer Continental Shelf, Gulf regional area in which the Assets at the center of Mexicothe Dispute are located, as selected by mutual agreement of Buyer and Seller Sellers within fifteen (1515 days after any Party invokes the provisions of this Section 6.2(i) Days after the end of the Cure Periodto resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas Texas, and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 6.2(i). The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission by the Parties of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(gSection 6.2(f) and 11.2(hSection 6.2(g) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the (a) Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its the applicable Title Defect Notice and may (which such Title Defect Amount shall not award Seller exceed the Allocated Value of the applicable Title Defect Property) or (b) Sellers a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller Sellers in its the applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Amount and Title Benefit Amounts Amount submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matterDispute. Seller Sellers and Buyer shall each bear its own legal fees and other costs of presenting its casecase to the Title Arbitrator. Each of Seller and Buyer shall bear one-half be responsible for 50% and the Sellers shall be responsible for 50% of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, as applicable at Closing pursuant to pursuant to Section 3.5 2.4(c)(ii) and an adjustment would otherwise be required under the provisions of Section 6.2(c) or Section 3.66.2(h), then as applicable, then, within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller Sellers of his its award with respect to a such Title Defect Amount or a Title Benefit AmountAmount and subject to Section 6.2(h), (ithe Purchase Price will be adjusted pursuant to Section 2.4(c)(ii) Buyer shall pay to Seller by the amount, if any, amount so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to BuyerArbitrator.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Amounts, Title Benefit Amounts and the effect of any title curative efforts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j)3.21 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.21 in order to resolve any such dispute. Any such notice of dispute must be delivered on or before the tenth (10th) Business Day after Closing. There shall be a single arbitrator, who shall be a title attorney (“Title Arbitrator”) with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexicorelevant experience, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end applicable Party’s receipt of the Cure Perioda dispute notice, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”)CPR. The arbitration proceeding shall be held in Houston, Texas and shall be conducted Texas, in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association, CPR to the extent such rules do not conflict with the terms of this ArticleSection 3.21. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute (the Parties agreeing to submit to the Title Arbitrator a brief of its position and all supporting documents in such Party’s possession within ten (10) Business Days following selection of the Title Arbitrator) and shall be final binding on and binding upon both parties, without right of appealnon-appealable by the Parties. In making his his/her determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) 3.8 through 3.13, 3.20 and 11.2(h) this 3.21, and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller set forth in its the applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Amounts, Title Benefit Amounts submitted and any curative efforts by either party Seller that are set forth in the notice of dispute delivered pursuant to this Section 3.21 and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of case to the Title Arbitrator. To the extent that the award of Each Party shall cover its corresponding fees and expenses associated with the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within Arbitrator. Within ten (10) days Days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a any Title Defect Amount or a Title Benefit Amount, (i) Buyer and the Parties shall pay direct the Escrow Agent to Seller release the amount, if any, amounts so awarded by the Title Arbitrator to Seller and (ii) Seller the applicable Party. Nothing herein shall pay operate to Buyer cause Closing to be delayed on account of any arbitration conducted pursuant to this Section 3.21, and, to the amount, if any, so awarded extent any adjustments are not agreed upon by the Title Arbitrator Parties as of Closing, the disputed amounts up to Buyerthe Allocated Value of the affected Asset shall be deducted from the amounts otherwise paid by Buyer at Closing and at Closing, Buyer shall deposit such amounts into the escrow account with the Escrow Agent pursuant to the Escrow Agreement pending final resolution under this Section 3.21.

Title Dispute Resolution. Seller The Agent and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller the Agent and Buyer are unable to agree by Closing, the then all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(g). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years years’ experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller the Agent within fifteen (15) Days days after the end of the Cure Period, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 11.2(g). The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesthe Parties, without right of appeal. In making his or her determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Section 11.2 and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts Amount and/or Title Benefit Amounts Amount submitted by either party Buyer or the Agent and may not award damages, interest or penalties to either party Party with respect to any matter, but shall award to the prevailing Party its arbitration costs and attorneys’ fees. Seller Sellers, on the one hand, and Buyer Buyer, on the other, shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.3 or Section 3.63.4, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so amounts awarded by the Title Arbitrator shall be subject to Seller and (iipaid in accordance with Section 3.7. Nothing herein shall operate to cause Closing to be delayed on account of any disputed Title Defect, Title Benefit, Title Defect Amount and/or Title Benefit Amount or arbitration conducted pursuant to this Section 11.2(g) Seller and, to the extent any adjustments are not agreed upon by the Agent and Buyer as of Closing, the Purchase Price shall pay be adjusted therefor at Closing in accordance with Section 3.7 and subsequent adjustments to Buyer the amountPurchase Price, if any, so awarded by the Title Arbitrator will be made pursuant to BuyerSection 3.4 or this Section 11.2.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Period (the “Title Arbitrator”). In the event the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to be the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections Section 11.2(g) and Section 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit AmountAmount and subject to Section 11.2(i), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.and

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts no later than three (3) Business Days prior to Closingthe Closing Date. If Seller and Buyer are unable fail to agree in writing by Closingsuch time, the each Title Defect, Title Benefit, Title Defect Amounts Amount and Title Benefit Amounts Amount in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j8.2(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience experienced in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexico, as regional area in which the Title Defect Properties are located (the “Title Arbitrator”). The Title Arbitrator shall be selected by mutual written agreement of Buyer and Seller within fifteen (15) Business Days after the end of the Cure PeriodClosing Date, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association (the “Title Arbitrator”)AAA. The place of arbitration proceeding shall be held in Houston, Texas and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationRules, to the extent such rules Rules do not conflict with the terms of this ArticleArticle VIII. In addition to being bound by and adhering to the Rules and practices of the AAA and Law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission the closing of the matters in dispute hearing and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) this Article VIII and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determinationRules. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its the applicable Title Defect Notice Notice, nor a lower Title Defect Amount than the Title Defect Amount 58 proposed by Seller in its response to such Title Defect Notice, and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its the applicable Title Benefit Notice or a lower Title Benefit Amount proposed by Buyer in response to the Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining determine the specific disputed Title Defect, Title Benefit, Title Defect Amounts Amount and/or Title Benefit Amounts submitted by either party Amount that is the subject of the arbitration and may not award damages, interest or penalties to either party Party with respect to any other matter. Each of Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall each bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within Within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Title Defect Amount or a Title Benefit Amount, (i) to the extent such Title Defect Amount or Title Benefit Amount would otherwise be required to be paid by one Party to the other Party pursuant to the terms of this Article VIII, Buyer shall pay to Seller the amountawarded Title Benefit Amount and, if anyin the case of Title Defect Amounts, so Seller shall instruct the Escrow Agent to release from the Title Dispute Escrow Amount to Buyer an amount of Preferred Shares with an aggregate Liquidation Preference equal to the awarded Title Defect Amount. If the Title Defect Amount ultimately determined by the Title Arbitrator or the Parties with respect to the Title Defect is less than the Title Defect Amount claimed by Buyer in the Title Defect Notice applicable thereto, then within the aforesaid ten (10) day period, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by from the Title Arbitrator Dispute Escrow Amount a number of Preferred Shares with an aggregate Liquidation Preference equal to Buyerthe amount by which the Title Defect Amount claimed by Buyer in the applicable Title Defect Notice exceeds such awarded Title Defect Amount.

Title Dispute Resolution. Seller and Buyer The Parties shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, resolve Disputes concerning the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved following matters pursuant to this Section 11.1(j). There shall be 4.3: (a) the existence and scope of a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Amount, or Title Benefit Amounts submitted by either party and may not award damagesAmount, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of (b) the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is of that portion of the Transferor Asset affected by a Title Defect or Title Benefit, respectively, and (c) the adequacy of Transferor’s Title Defect curative materials and Transferee’s reasonable satisfaction thereof (the “Title Disputed Matters”). The Parties agree to attempt to initially resolve all Disputes through good faith negotiations. If the Parties cannot taken into account as an adjustment resolve the Title Disputed Matters on or before Closing, then (y) with respect to all Title Defects subject to a Title Disputed Matter, the Transferor Purchase Price shall be reduced by the Allocated Value of the affected Transferor Asset and the Title Defect Property shall not be conveyed at Closing, and (z) with respect to all Title Benefits subject to a Title Disputed Matter, the Transferor Purchase Price shall not be adjusted at Closing but the Title Defect Property shall be conveyed at Closing, and, at Closing, Transferee shall pay the Title Escrow Amount to the Purchase Price pursuant Escrow Agent to Section 3.5 be held as part of the Escrow Amount. The term “Title Escrow Amount” means (I) with respect to all Title Defects subject to a Title Disputed Matter, the Allocated Value of the affected Transferor Asset, and (II) with respect to all Title Benefits subject to a Title Disputed Matter, the Title Benefit Amount associated with such Title Benefit. Further, the Title Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, who shall be an oil and gas title attorney licensed in North Dakota with a minimum of 10 years’ experience with title issues affecting the types of properties which are the subject of the Title Disputed Matters. The arbitrator shall employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or Section 3.6, then within ten before thirty (1030) days after Closing, Transferee and Transferor shall present their respective positions in writing to the arbitrator, together with such evidence as each Party deems appropriate. The arbitrator shall be instructed to resolve the Dispute through a final decision within twenty (20) days after submission of the matters in Dispute and the final decision may be reflected in the Final Settlement Statement. Upon final resolution of any Title Arbitrator delivers written notice to Buyer and Seller of his award Disputed Matters with respect to a any Title Defects that are subject to such Title Disputed Matters, the Parties shall make the election of remedies under Section 4.2(c) and take such further actions as are necessary to carry out such election including executing the Liberty Assignment or Emerald Assignment, as applicable, and delivering joint written instructions to the Escrow Agent directing the distribution of the Title Escrow Amount. Upon final resolution of any Title Disputed Matters with respect to any Title Benefits that are subject to such Title Disputed Matters, the Parties shall take such further actions as are necessary to carry out the arbitrator’s decision including executing the Liberty Assignment or Emerald Assignment, as applicable, and delivering joint written instructions to the Escrow Agent directing the distribution of the Title Escrow Amount. All of Transferor’s covenants under Article 8 will apply to the Title Defect Amount or a Title Benefit Amount, (i) Buyer shall pay to Seller Property until such time as the amount, if any, so awarded by Parties have taken such actions as are required based on the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyerarbitrator’s decision.

Title Dispute Resolution. Seller Parent and Buyer shall HPC for itself and HHEC, HHPC and any Subsidiary of HPC will attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller Subject to the Individual Title Defect Threshold and Buyer the Aggregate Title Deductible limitations in Section 6.12(j), if Parent and HPC for itself and HHEC, HHPC and any Subsidiary of HPC are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall will be exclusively and finally resolved pursuant to this Section 11.1(j6.12(k). There shall will be a single arbitrator, who shall will be a title attorney with at least ten (10) years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer HPC and Seller Parent within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall will be held in Houston, Dallas Texas and shall will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 6.12. The Title Arbitrator’s determination shall will be made within twenty (20) Days 20 days after submission of the matters in dispute and shall will be final and binding upon both all parties, without right of appeal. In making his determination, the Title Arbitrator shall will be bound by the rules set forth in Sections 11.2(g) and 11.2(hprovisions of Section 6.12(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer Parent a greater Title Defect Amount than the Title Defect Amount claimed by Buyer Parent in its applicable Title Defect Notice and may not award Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, in its applicable Title Benefit Notice. The Title Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either any party and may not award damages, interest or penalties to either any party with respect to any matter. Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, and Buyer shall Parent will each bear its own legal fees and other costs of presenting its case. Each of Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, and Buyer shall Parent will bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within Within ten (10) days after the Title Arbitrator delivers written notice to Buyer Parent and Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer shall Parent will pay to Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, the amount, if any, so awarded by the Title Arbitrator to Seller HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, and (ii) Seller shall HPC, HHEC, HHPC and any Subsidiary of HPC, as applicable will pay to Buyer Parent the amount, if any, so awarded by the Title Arbitrator to BuyerParent.

Title Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer Xxxxx are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j11.2(j). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) 10 years experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the end of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association Period (the “Title Arbitrator”). In the event the Parties are unable to mutually agree upon the Title Arbitrator within such time period, then each Party will nominate a candidate to be the Title Arbitrator, and such candidates so nominated by the Parties shall together determine the Title Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Title Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections Section 11.2(g) and Section 11.2(h) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award the Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount 42 is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.5 3.4 or Section 3.63.5, then within ten (10) 10 days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit AmountAmount and subject to Section 11.2(i), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 11.2.

Title Dispute Resolution. Seller WFSG and Buyer APL shall attempt to agree on all Title Defects, Title Benefits, Defects and Title Defect Amounts and Title Benefit Amounts prior to Closingthe date that is thirty (30) days following the Title Claim Date. If Seller WFSG and Buyer APL are unable to agree by Closingsuch date, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 11.1(j)‎11.7. There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas pipeline right-of-way titles involving properties on in the Outer Continental Shelf, Gulf of Mexicoregional area in which the Title Defect Properties are located, as selected by mutual agreement of Buyer WFSG and Seller APL within fifteen (15) Days days after the end of the Cure PeriodTitle Claim Date, and absent such agreement, by the Houston office of the American Arbitration Association International Institute for Conflict Prevention and Resolution (“CPR,” and in either case, the “Title Arbitrator”). The Title Arbitrator shall be someone that is independent of any prior representation of or relationship with WFSG, APL or their respective Affiliates. The arbitration proceeding shall be held in HoustonPittsburgh, Texas Pennsylvania and shall be conducted in accordance with the Commercial Arbitration CPR Rules of the American Arbitration Associationand Procedures, to the extent such rules do not conflict with the terms of this Article‎Article 11. The Title Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his its determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) this Section ‎11.7 and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The However, the Title Arbitrator, however, Arbitrator may not award the Buyer WFSG Parties a greater Title Defect Amount than the Title Defect Amount claimed by Buyer WFSG in its applicable Title Defect Notice and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect, Title Benefit, Defect and Title Defect Amounts and/or Title Benefit Amounts submitted by either party WFSG or APL and may not award damages, interest or penalties to either party WFSG or APL with respect to any matter. Seller APL and Buyer WFSG shall each bear its their own respective legal fees and other costs of presenting its case. Each of Seller APL and Buyer WFSG shall bear one-half of the costs and expenses of the Title Arbitrator. To the extent that the award of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount is not taken into account as an adjustment to been previously paid by the Purchase Price APL Parties pursuant to Section 3.5 or Section 3.6‎11.3, then within ten (10) days after the Title Arbitrator delivers written notice to Buyer WFSG and Seller APL of his the Title Arbitrator’s award with respect to a Title Defect Amount or a Title Benefit Amount, (i) Buyer APL shall pay to Seller WFSG the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded WFSG Parties. In the event such payment is ordered by the Title Arbitrator APL may not elect to Buyersatisfy such obligation by use of the Title Indemnity Agreement pursuant to Section ‎11.3.