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 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 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 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 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, 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 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 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 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, 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, 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 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. 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. (a) (i) 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)3.14 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 3.14 in order to resolve any such dispute. Any such notice must be delivered on or before the 10th Business Day after Closing. (ii) There shall be a single arbitrator, who shall be a title attorney (the “Title Arbitrator”) with at least ten (10) 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) 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”)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 3.14. The Title Arbitrator’s determination shall be made within twenty (20) 20 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) 3.10 and 11.2(h) 3.11 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 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 . (iii) The Title Arbitrator shall each bear its own include all legal fees and other costs of presenting the prevailing party in its case. Each of Seller and Buyer shall bear one-half of award against the costs and expenses of the Title Arbitratorlosing party. 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 3.62.3, then within ten (10) days 10 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, (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.

Title Dispute Resolution. (i) 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 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 3.15 in order to resolve any such dispute. Any such notice must be delivered on or before the 10th Business Day after Closing. (ii) There shall be a single arbitrator, who shall be a title attorney (the “Title Arbitrator”) with at least ten (10) 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) 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”)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 3.15. The Title Arbitrator’s determination shall be made within twenty (20) 20 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) 3.11 and 11.2(h) 3.12 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 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 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 . (iii) The Title Arbitrator shall each bear its own include all legal fees and other costs of presenting the prevailing party in its case. Each of Seller and Buyer shall bear one-half of award against the costs and expenses of the Title Arbitratorlosing party. 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 3.6, then 2.5,then within ten (10) days 10 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, (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. (i) Notwithstanding anything herein to the contrary, if Seller is not able to cure a Title Defect on or prior to Closing, Seller shall have the option, by notice in writing to Buyer on or before Closing, to attempt to cure such Title Defect during the 120 Day period after the Closing (with any such Title Defect being called a “Post-Closing Defect”). In such event, the Title Defect Property to which such Post-Closing Defect pertains shall remain a part of the Assets to be assigned and transferred to Buyer at Closing, the Base Purchase Price shall be reduced by an amount equal to the Allocated Value of such Title Defect Property, and such amount shall be paid into an escrow account (the “Defects Escrow”) established with a federally insured savings or banking institution reasonably acceptable to Buyer and Seller (the “Defects Escrow Agent”) pursuant to the terms of an escrow agreement in a form acceptable to the Defects Escrow Agent and reasonably acceptable to Buyer and Seller (the “Defects Escrow Agreement”). The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 3.15(b)(ii). (ii) Buyer will act in good faith and reasonably cooperate with Seller after the Closing to cure a Post-Closing Defect. If Seller and Buyer mutually agree that a Post-Closing Defect has been cured, then within two (2) Business Days after such determination, Seller and Buyer shall execute and deliver all necessary documents to cause the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) to be released to Seller in accordance with the terms of the Defects Escrow Agreement. If Seller and Buyer mutually agree that a Post-Closing Defect has been partially cured, then Seller and Buyer shall reasonably agree upon the portion of the amount retained in the Defects Escrow with respect thereto (together with any interest earned thereon) that should be paid to Buyer to compensate it for the uncured portion thereof (together with interest earned thereon), and the remaining portion of such amount shall be released to Seller (together with any interest earned thereon) in accordance with the terms of the Defects Escrow Agreement. If Seller and Buyer mutually agree that a Post-Closing Defect has not been cured, then within two (2) Business Days after such determination, Seller and Buyer shall execute and deliver all necessary documents to cause the amount withheld in the Defect Escrow with respect thereto (together with any interest earned thereon) to be released to Buyer in accordance with the terms of the Defects Escrow Agreement. If as of the 120th Day following the Closing Date Seller has been unable to cure, or has only partially cured, a Post-Closing Defect (and there is no dispute as to whether or not it has been cured or partially cured), the amount withheld in the Defects Escrow with respect to the uncured portion thereof shall be released to Buyer, and the amount withheld in the Defects Escrow with respect to the cured portion shall be released to Seller (in both cases, together with any interest earned thereon) and, in both cases, in accordance with the terms of the Defects Escrow Agreement. If by such 120th Day Seller and Buyer have not agreed whether there has been a satisfactory resolution of a Post-Closing Defect, then such disagreement shall be resolved as provided in Section 3.15(a) (provided, rather than any payment being made to the applicable Party pursuant to the last sentence of Section 3.15(a), the amount owed to Buyer and/or Seller shall be released from the Defect Escrow to the applicable Party (together with any interest earned thereon)). If a Post-Closing Defect has not been cured, Seller, at its sole option, may take reassignment of the Title Defect Property (which re-assignment shall be effective as of the Effective Time), together with all associated Assets, in which event (i) the Base Purchase Price shall be reduced by an amount equal to the Allocated Value of such Title Defect Property and (ii) the amount withheld in the Defects Escrow with respect to the Title Defect Property shall be released 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 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 (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 . (ii) Within ten (10) days after the Title Arbitrator delivers written notice to Buyer Representative and Seller Atlas of his award of the Title Defect Amount with respect to a Title Defect, to the extent such Title Defect Amount would otherwise be required to be paid pursuant to the terms of this Article 8, Representative and Atlas shall instruct the Escrow Agent to release to Atlas a number of Title Dispute Escrow Units then available in escrow equal to (A) such Title Defect Amount divided by (B) the Execution Date Unit Price. (iii) If the Title Defect Amount determined by Representative and Atlas in writing or a Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator with respect to Seller and any Title Defect is less than the Claimed Defect Amount claimed by Atlas in the applicable Title Defect Notice in respect of such Title Defect, then within ten (ii10) Seller shall pay to Buyer the amount, if any, so awarded by days after the Title Arbitrator Defect Amount being so determined, Atlas and Representative shall instruct the Escrow Agent to Buyerrelease to Representative (on behalf of the Original New Unit Holders) a number of Title Dispute Escrow Units then held in escrow equal to (A) the amount by which the Claimed Defect Amount claimed by Atlas in the applicable Title Defect Notice exceeds such determined Title Defect Amount divided by (B) the Execution Date Unit Price.

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 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 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 The Parties agree 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(j4.3: (i) the existence and scope of a Title Defect, Title Benefit or Title Adjustment Amount, (ii) the Title Defect Amount of that portion of the Asset affected by a Title Defect and (iii) the adequacy of Seller’s Title Defect curative efforts as to whether such Title Defect continues to exist or Buyer’s reasonable satisfaction of such efforts (the “Title Disputed Matters”). There The Parties agree to attempt to initially resolve all Title Disputed Matters through good faith negotiations. If the Parties cannot resolve a Title Defect or Title Benefit dispute on or before Closing (each, a “Disputed Title Defect” and a “Disputed Title Benefit,” respectively), solely for purposes determining the Closing Amount (and subject to true-up as such disputed items are resolved), the Title Adjustment Amount shall be a single arbitratorcalculated (x) as if Buyer’s position on each Disputed Title Defect were correct and as if Seller’s position with respect to each Disputed Title Benefit were correct (the “Closing Date Title Adjustment Amount”) and (y) as if Seller’s position on each Disputed Title Defect were correct and as if Buyer’s position with respect to each Disputed Title Benefit were correct (the “Hypothetical Title Adjustment Amount”). The difference between the Closing Date Title Adjustment Amount and the Hypothetical Adjustment Amount representing the greatest dollar amount in dispute, who is referred to herein as the “Title Escrow Amount” and, at Closing, shall be a paid by Buyer to the Escrow Agent to be held as part of the Additional Escrow Amount. Further, the Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 15.13, provided however, that the independent arbitrator appointed pursuant to Section 15.13 shall be an oil and gas title attorney licensed in North Dakota with at least a minimum of ten (10) years experience in oil and gas titles involving with title defects affecting the types of properties on which are the Outer Continental Shelfsubject of the Title Disputed Matters. The arbitrator shall employ such independent attorneys, Gulf of Mexicopetroleum engineers and/or other consultants as deemed necessary. On or before forty-five (45) days after Closing, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after shall present their respective positions in writing to the end of the Cure Periodarbitrator, and absent together with such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”)evidence as each Party deems appropriate. The arbitration proceeding arbitrator shall be held in Houston, Texas and shall be conducted in accordance with instructed to resolve 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 dispute through a final decision within twenty (20) Days days after submission of the matters in dispute and shall the final decision may be reflected in the Final Settlement Statement. Upon final and binding upon both parties, without right resolution of appeal. In making his determinationeach Title Disputed Matter, the Title Arbitrator Adjustment Amount shall be bound by the rules set forth in Sections 11.2(g) recalculated, and 11.2(h) andBuyer or Seller, subject as applicable, shall make a true-up payment to the foregoing, may consider other based on such recalculated Title Adjustment Amount and taking into account all prior adjustments to the Purchase Price and true-up payments based on the prior resolution and prior cure of all Titled Defects and Title Benefits. Amounts required to be paid by one party to the other matters as in pursuant to the opinion preceding sentence shall first be satisfied from any Title Escrow Amount (and Buyer and Seller shall issue a joint instruction letter to the Escrow Agent regarding prompt payment 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 amount of such true-up obligation to Seller). If 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 Escrow Amount is not taken into account as sufficient to satisfy either party’s true-up obligation in full, such party shall satisfy the balance of such obligation by making an adjustment out of pocket cash payment 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 Buyerother party.

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 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 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 shall attempt The Parties agree 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(j4.3: (i) the existence and scope of a Title Defect, Title Benefit or Title Adjustment Amount, (ii) the Title Defect Amount of that portion of the Asset affected by a Title Defect and (iii) the adequacy of Seller’s Title Defect curative efforts as to whether such Title Defect continues to exist or Buyer’s reasonable satisfaction of such efforts (the “Title Disputed Matters”). There The Parties agree to attempt to initially resolve all Title Disputed Matters through good faith negotiations. If the Parties cannot resolve a Title Defect or Title Benefit dispute on or before Closing (each, a “Disputed Title Defect” and a “Disputed Title Benefit,” respectively), solely for purposes determining the Closing Amount (and subject to true- up as such disputed items are resolved), the Title Adjustment Amount shall be a single arbitratorcalculated (x) as if Buyer’s position on each Disputed Title Defect were correct and as if Seller’s position with respect to each Disputed Title Benefit were correct (the “Closing Date Title Adjustment Amount”) and (y) as if Seller’s position on each Disputed Title Defect were correct and as if Buyer’s position with respect to each Disputed Title Benefit were correct (the “Hypothetical Title Adjustment Amount”). The difference between the Closing Date Title Adjustment Amount and the Hypothetical Adjustment Amount representing the greatest dollar amount in dispute, who is referred to herein as the “Title Escrow Amount” and, at Closing, shall be a paid by Xxxxx to the Escrow Agent to be held as part of the Additional Escrow Amount. Further, the Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 15.13, provided however, that the independent arbitrator appointed pursuant to Section 15.13 shall be an oil and gas title attorney licensed in North Dakota with at least a minimum of ten (10) years experience in oil and gas titles involving with title defects affecting the types of properties on which are the Outer Continental Shelfsubject of the Title Disputed Matters. The arbitrator shall employ such independent attorneys, Gulf of Mexicopetroleum engineers and/or other consultants as deemed necessary. On or before forty-five (45) days after Closing, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after shall present their respective positions in writing to the end of the Cure Periodarbitrator, and absent together with such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”)evidence as each Party deems appropriate. The arbitration proceeding arbitrator shall be held in Houston, Texas and shall be conducted in accordance with instructed to resolve 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 dispute through a final decision within twenty (20) Days days after submission of the matters in dispute and shall the final decision may be reflected in the Final Settlement Statement. Upon final and binding upon both parties, without right resolution of appeal. In making his determinationeach Title Disputed Matter, the Title Arbitrator Adjustment Amount shall be bound by the rules set forth in Sections 11.2(g) recalculated, and 11.2(h) andBuyer or Seller, subject as applicable, shall make a true-up payment to the foregoing, may consider other based on such recalculated Title Adjustment Amount and taking into account all prior adjustments to the Purchase Price and true-up payments based on the prior resolution and prior cure of all Titled Defects and Title Benefits. Amounts required to be paid by one party to the other matters as in pursuant to the opinion preceding sentence shall first be satisfied from any Title Escrow Amount (and Buyer and Seller shall issue a joint instruction letter to the Escrow Agent regarding prompt payment 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 amount of such true-up obligation to Seller). If 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 Escrow Amount is not taken into account as sufficient to satisfy either party’s true-up obligation in full, such party shall satisfy the balance of such obligation by making an adjustment out of pocket cash payment 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 Buyerother party.

Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects(a) If, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to Closing. If Seller and Buyer , the Parties are unable to agree by Closing, on a resolution associated with any disputed or uncured Alleged Title Defects or Alleged Title Benefits or the Title Defect Amounts and Amount or Title Benefit Amounts in dispute Amount of any Agreed Title Defects or Agreed Title Benefits that are properly asserted hereunder prior to Closing (each, a “Disputed Title Defect Matter”), then (i) the Assets subject to the disputed or uncured Disputed Title Defect Matter shall be exclusively assigned to Buyer at Closing and finally resolved (ii) in the case of disputed Alleged Title Defects or disputed Title Defect Amounts, the Closing Payment shall be reduced by the aggregate Title Defect Amount asserted by Buyer in good faith in the applicable Alleged Title Defect Notice at the Closing and (iii) such aggregate of such Title Defect Amounts shall be retained by Buyer at the Closing pending resolution of such dispute. Upon the final resolution of any disputed or uncured Disputed Title Defect Matter pursuant to this Section 11.1(j). There 8.7, the applicable Title Defect Amount (after giving effect to the Defect Deductible and any other applicable limitations set forth in this Article 8) shall be a single arbitratorretained by Buyer or paid to Seller in accordance with the final resolution of the Defect Referee with respect to any disputed or uncured Disputed Title Defect Matter within three (3) Business Days following such final resolution. (b) Any dispute described in Section 8.2(d), who Section 8.3(c), or Section 8.7(a) shall be referred to a title attorney with experienced in the examination of title to properties located in the State of Texas mutually agreed upon by Buyer and Seller for prompt resolution (the “Defect Referee”). The Defect Referee must have at least ten (10) years years’ experience and must not have worked as an employee or outside counsel for either Party or its Affiliates during the 5-year period preceding the arbitration or have any financial interest in oil the dispute other than payment for its fees and gas titles involving properties expenses for serving as the Defect Referee. If Seller and Buyer cannot agree on the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller Defect Referee within fifteen thirty (1530) Days days after the end of the Cure PeriodPeriod Deadline Date, and absent such agreement, by the Houston regional office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted select such Defect Referee in accordance with the Commercial Arbitration Rules same criteria within thirty (30) days of the American Arbitration Associationdate that either Party refers the dispute thereto. The cost and expenses of any Defect Referee shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (c) For any such dispute resolution process, Seller and Buyer shall present a written statement of their respective positions on the dispute to the extent such rules do not conflict with the terms of this Article. The Title Arbitrator’s determination shall be made Defect Referee within twenty thirty (2030) Business Days after submission of the matters in dispute Defect Referee is selected, and the Defect Referee 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 determination of all points of disagreement (including whether an Alleged Title Defect Amount than or Alleged Title Benefit constitutes an Agreed Title Defect or Agreed Title Benefit and/or the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice and may not award Seller a greater or Title Benefit Amount than of any Agreed Title Defect or Agreed Title Benefit) in accordance with the terms and conditions of this Agreement within thirty (30) Business Days of receipt of such statements. The determination by the Defect Referee shall be conclusive and binding on the Parties and shall be enforceable against any Party in any court of competent jurisdiction. With respect to any Alleged Title Defect that the Defect Referee determines constitutes an Agreed Title Defect, the Title Defect Amount determined by the Defect Referee with respect to such Agreed Title Defect shall be the Title Defect Amount for such Agreed Title Defect. With respect to any Alleged Title Benefit that the Defect Referee determines constitutes an Agreed Title Benefit, the Title Benefit Amount claimed determined by Seller in its applicable the Defect Referee with respect to such Agreed Title Benefit Noticeshall be the Title Benefit Amount for such Agreed Title Benefit. The Title Arbitrator Defect Referee may consult with and engage disinterested Third Parties to advise it, including petroleum engineers. The Defect Referee shall act as an expert for the limited purpose of determining the specific specified disputed Title Defect, Title Benefit, Title Defect Amounts and/or Title Benefit Amounts matters submitted by either party to it pursuant to this Section 8.7 and may not award (i) damages, interest or penalties to either party any 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 , (ii) any Title Defect Amount of an Agreed Title Defect more than the Title Defect Amount of such Agreed Title Defect claimed by Buyer or (iii) any Title Benefit Amount is not taken into account as of an adjustment to the Purchase Price pursuant to Section 3.5 or Section 3.6, then within ten (10) days after Agreed Title Benefit more than the Title Arbitrator delivers written notice to Buyer and Seller Benefit Amount of his award with respect to a Title Defect Amount or a such Agreed Title Benefit Amount, (i) Buyer shall pay to Seller the amount, if any, so awarded claimed by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to BuyerSeller.

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 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. 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, 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 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(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 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 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 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 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 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 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 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 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 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 and Buyer shall (a) The Parties will attempt in good faith to agree on matters regarding: (i) all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts Amounts, and (ii) the adequacy of any curative materials provided by Contributor to cure an alleged Title Defect (the “Disputed Title Matters”) prior to 5:00 p.m., Central time, on the third Business Day prior to Closing. If Seller and Buyer the Parties are unable to agree by Closing, no later than the Business Day prior to Closing (or by the end of the Cure Period if Contributor elects to attempt to cure a Title Defect Amounts and after Closing), then the Disputed Title Benefit Amounts in dispute shall Matters will be exclusively and finally resolved pursuant to this Section 11.1(j). 8.10. (b) There shall will be a single title arbitrator, who shall must be a title attorney licensed in Texas with at least ten (10) years 10 years’ experience in oil and gas titles involving properties on in the Outer Continental Shelf, Gulf regional area within such state where the Property at issue is located and may not be a current or former employee of Mexico, as selected by mutual agreement any Party or its Affiliates or a Person that has performed (or is a part of Buyer and Seller within fifteen (15a firm that has performed) Days after the end work for any Party of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association its Affiliates (the “Title Arbitrator”). If such Property is located in more than one state, then there will be a Title Arbitrator for each such state. The Title Arbitrator will be selected by mutual agreement of the Parties no later than 15 days after Closing (or the end of the Cure Period if Contributor elected to attempt to cure a Title Defect after Closing), or, absent such agreement, by the Houston, Texas, office of the American Arbitration Association. (c) Each Party shall submit to the Title Arbitrator such Party’s proposed resolution of the Disputed Title Matter no later than 15 days after the appointment of the Title Arbitrator. The proposed resolution of the Disputed Title Matter shall include the best offer of the submitting Party in a single monetary amount that such Party is willing to pay or accept (as applicable) to settle the Disputed Title Matter. The Title Arbitrator shall be limited to awarding only one or the other of the two proposed settlement amounts. (d) The arbitration proceeding shall will be held in Houston, Texas 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 and conditions of this ArticleSection 8.10. (e) The Title Arbitrator shall make its determination no later than 30 days after submission of the Disputed Title Matters. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission will include its rationale and reasoning in respect of the matters in dispute and shall each Disputed Title Matter considered. The Title Arbitrator’s determination will be final and binding upon both partiesthe 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 8.10 and, subject to the foregoing, may consider such other matters as as, in the opinion of the Title Arbitrator 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. . (f) The Title Arbitrator shall will 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 a Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each . (g) Each Party will bear its own legal fees and other costs of presenting its casecase to the Title Arbitrator. Each of Seller and Buyer The Party that does not prevail in such arbitration (as determined by the Title Arbitrator) shall bear one-half all of the costs and expenses of the Title Arbitrator. To the extent . (h) Nothing herein shall operate to cause Closing to be delayed on account of any arbitration conducted pursuant to this Section 8.10; provided, however, that the award of if the Title Arbitrator must resolve one or more Disputed Title Matters in order to determine whether the “walk-right” conditions to closing are satisfied pursuant to Section 12.1(e) or Section 12.2(e) because a Party has, prior to the Closing Date, in writing asserted its right to terminate this Agreement subject to resolution of such Disputed Title Matter(s), then the Outside Date shall be extended on a day-for-day basis pending resolution of such dispute, and no Party may terminate this Agreement pursuant to Section 13.1(e) on account of any such closing condition not being satisfied unless, based on the Title Arbitrator’s resolution of such dispute or the written agreement of the Parties (including Contributor’s written acceptance of any Title Defect Amounts asserted by Corporation with respect to any alleged Title Defect Amount or Title Benefit Amount is Defects), the applicable condition(s) are 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 Buyersatisfied.

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 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. (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. (b) Notwithstanding anything herein to the contrary, if Seller is not able to cure a Title Defect on or prior to Closing, Seller shall have the option, by notice in writing to Buyer on or before Closing, to attempt to cure such Title Defect after the Closing (with any such Title Defect being called a “Post-Closing Defect”). Buyer will act in good faith and reasonably cooperate with Seller after the Closing to cure a Post-Closing Defect. Following the Closing, Seller shall use commercially reasonable efforts to completely cure such Title Defect within one hundred eighty (180) Days following the Closing. If Seller completely cures such Title Defect within one hundred eighty (180) Days following the Closing, Seller shall notify Buyer and submit for Buyer’s review all applicable curative documents related to the Title Defect. If the Title Defect has been completely cured to the reasonable satisfaction of Buyer, then Seller shall sell to Buyer and Buyer shall purchase from Seller, on or before ten (10) Business Days following receipt by Seller of Buyer’s confirmation that the Title Defect has been completely cured to the reasonable satisfaction of Buyer, the Asset that was the subject of the Title Defect, under the terms of this Agreement for a price equal to the Allocated Value of such Asset.

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 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 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 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