Common use of Title Dispute Resolution Clause in Contracts

Title Dispute Resolution. The Parties agree to resolve disputes concerning the following matters pursuant to this Section 4.3: (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 materials and Buyer’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 resolve disputes regarding items (i), (ii) and (iii) on or before Closing, the asset will be excluded from the Closing and the Purchase Price reduced by the Allocated Value of the affected Asset. Further, the Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 15.15 but the independent arbitrator appointed pursuant to Section 15.15 shall be qualified by education, knowledge and experience with title defects affecting the types of properties which are subject to the disputed Title Defect and have a minimum of ten years experience with such types of defects and properties. The arbitrator shall employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or before forty-five (45) days after Closing, 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 sixty (60) days after Closing and the final decision may be reflected in the Final Settlement Statement. To the extent that the arbitrator so rules, Seller will convey to Buyer the affected Asset in accordance with the terms and conditions of the decision rendered by the arbitrator.

Title Dispute Resolution. The Parties agree to resolve disputes concerning the following matters pursuant to this Section 4.3: 6.2(i): (i1) the existence and scope of a Title Defect, Title Benefit Defect or Title Adjustment Defect Amount, (ii) the Title Defect Amount of that portion of the Asset affected by a Title Defect and (iii2) the adequacy of SellerSM Energy’s Title Defect curative materials and Buyer’s reasonable satisfaction thereof and (3) the existence and scope of a Title Benefit or Title Benefit Amount (collectively, “Title Disputed Matters”). The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding items (i)Title Disputed Matters, (ii) and (iii) on or before Closing, the asset Closing shall be delayed as to only the Assets subject to the Title Disputed Matters until the Parties finally resolve the dispute pursuant to this Section 6.2(i); provided, however, if either Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied due, in whole or in part, to Title Defects, then the Parties will be excluded from resolve all Title Disputed Matters pursuant to this Section 6.2(i) prior to Closing. In the event that neither Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied, it is understood and agreed that the Parties shall proceed to Closing and the Purchase Price reduced as contemplated herein as to all Assets not covered by the Allocated Value of the affected Asseta Title Disputed Matter. Further, the The Title Disputed Matters will be finally determined by binding arbitration pursuant to this Section 15.15 but the independent arbitrator appointed pursuant to Section 15.15 6.2(i). There shall be qualified a single arbitrator, who shall be an attorney with at least 10 years’ experience in oil and gas title and transactional matters, as selected by educationmutual agreement of Buyer and SM Energy within 15 days after any Party invokes the provisions of this Section 6.2(i) to resolve such Dispute, knowledge and experience absent such agreement, by the Houston office of the AAA (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with title defects affecting the types AAA Rules to the extent such rules do not conflict with the terms of properties which are this Section 6.2(i). The Title Arbitrator’s determination shall be made within 20 days after submission by the Parties 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 Section 6.2(f) and Section 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 (a) Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in the applicable Title Defect Notice (which such Title Defect Amount shall not exceed the Allocated Value of the applicable Title Defect Property) or (b) SM Energy a greater Title Benefit Amount than the Title Benefit Amount claimed by SM Energy in 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 Amount or Title Benefit Amount submitted by either Party and have a minimum may not award damages, interest or penalties to either Party with respect to any Dispute. SM Energy and Buyer shall each bear its own legal fees and other costs of ten years experience with such types of defects and properties. The arbitrator shall employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or before forty-five (45) days after Closing, Buyer and Seller shall present their respective positions in writing presenting its case to the arbitrator, together with such evidence as each Party deems appropriateTitle Arbitrator. The arbitrator Each of SM Energy and Buyer shall be instructed to resolve bear one-half of the dispute through a final decision within sixty (60) days after Closing costs and expenses of the final decision may be reflected in the Final Settlement StatementTitle Arbitrator. To the extent that the arbitrator so rulesaward of the Title Arbitrator with respect to any Title Defect Amount or Title Benefit Amount was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, Seller will convey as applicable at Closing pursuant to Section 2.4 and an adjustment would otherwise be required under the provisions of Section 6.2(c) or Section 6.2(d), as applicable, then, within 10 days after the Title Arbitrator delivers written notice to Buyer and SM Energy of its award with respect to such Title Defect Amount or a Title Benefit Amount and subject to Section 6.2(h), the affected Asset in accordance with the terms and conditions of the decision rendered Purchase Price will be adjusted pursuant to Section 2.4 by the arbitratoramount so awarded by the Title Arbitrator.

Title Dispute Resolution. The Parties Sellers and Buyer agree to resolve disputes concerning the following matters pursuant to this Section 4.3Section: (i) the existence and scope of a Title Defect, Title Benefit or Title Adjustment Amount, (ii) the Title Defect Amount Value of that portion of the Asset affected by a Title Defect and (iii) the adequacy of a Seller’s Title Defect curative materials and Buyer’s reasonable satisfaction thereof (the “Disputed Title Disputed Matters”). The Parties Seller Representative and Buyer agree to attempt to initially resolve all disputes Disputed Title Matters through good faith negotiations. If the Parties such parties cannot resolve such disputes regarding items within fourteen (i), (ii14) and (iii) on or before days prior to Closing, the asset will be excluded from the Closing and the Purchase Price reduced by the Allocated Value of the affected Asset. Further, the Disputed Title Disputed Matters will shall be finally determined by binding arbitration pursuant to Section 15.15 but the independent arbitrator appointed pursuant to Section 15.15 shall be qualified by educationan accounting, knowledge and experience with title defects affecting the types of properties which are subject petroleum engineering, or law firm or consultant mutually acceptable to the disputed Seller Representative and Buyer (the “Title Defect and have a minimum of ten years experience with such types of defects and properties. The arbitrator shall employ such independent attorneysArbiter”), petroleum engineers and/or other consultants as deemed necessarytaking into account the factors set forth in this Agreement. On or before forty-five ten (4510) days after prior to Closing, Buyer and the Seller Representative shall present their respective positions in writing to the arbitratorTitle Arbiter, together with such evidence as each Party party deems appropriate. The arbitrator Arbiter shall be instructed to resolve the dispute through a final decision within sixty five (605) days after Closing submission of the parties’ respective positions to the Title Arbiter. The costs incurred in employing the Arbiter shall be borne equally by the Seller Representative, who may allocate such costs as appropriate to the relevant Seller(s), and the Buyer. The Title Arbiter’s final decision may be reflected in filed with a court of competent jurisdiction and entered as a judgment which shall be binding on the Final Settlement Statement. To the extent that the arbitrator so rules, Seller will convey to Buyer the affected Asset in accordance with the terms and conditions of the decision rendered by the arbitratorparties.

Title Dispute Resolution. The Parties parties agree to resolve disputes concerning the following matters pursuant to this Section 4.3Section: (i) the existence and scope of a Title Defect, Title Benefit or Title Adjustment Amount, (ii) the Title Defect Amount Value of that portion of the Asset PGR Lease affected by a Title Defect and Defect, (iii) the Value of an Interest Addition, and (iv) the adequacy of Sellerthe Company’s Title Defect curative materials and Buyer’s reasonable satisfaction thereof (the “Title Disputed Matters”). The Parties parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties parties cannot resolve disputes regarding items (i), (ii) and or (iii) on or before fifteen (15) days after Closing, the asset will be excluded from the Closing and the Purchase Price reduced by the Allocated Value of the affected Asset. Further, the Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 15.15 but the 11.7 with an independent arbitrator mutually acceptable to the parties or, if none, with a panel of three arbitrators appointed pursuant to Section 15.15 shall be 11.7 who are qualified by education, knowledge and experience with title defects affecting the types of properties which are subject to the disputed Title Defect and have a minimum of ten years experience with such types of defects and properties. The arbitrator arbitrator(s) shall take into account the factors set forth in the definition of “Defect Value” and employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or before forty-five (45) 60 days after Closing, Buyer and Seller the Company shall present their respective positions in writing to the arbitratorArbitrator(s), together with such evidence as each Party party deems appropriate. The arbitrator Arbitrator(s) shall be instructed to resolve the dispute through a final decision within sixty (60) 90 days after Closing and the final decision may be reflected in a final settlement statement. If the Final Settlement Statement. To the extent that the arbitrator so rules, Seller will convey to Buyer the affected Asset in accordance with the terms and conditions parties cannot resolve disputes regarding Section 4.3 (iv) within five (5) days after Buyer’s receipt of the Company’s Title Defect curative materials, the dispute will similarly be finally determined by binding arbitration pursuant to Section 11.7 and this Section 4.3 but the arbitration hearing shall be held no later than fifteen (15) days after Buyer’s receipt of the Company’s Title Defect curative materials with a final decision rendered by no later than twenty-five (25) days after Buyer’s receipt of the arbitrator.Company’s Title Defect curative materials and the final decision shall similarly be reflected in a final settlement statement. Exhibit 10.17

Title Dispute Resolution. The Parties agree shall attempt to resolve initially resolve, through good faith negotiations, all disputes concerning the following matters pursuant to this Section 4.3matters: (i) the existence and scope of a Title Defect, Title Benefit or Title Adjustment Amount, and (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 materials and Buyer’s reasonable satisfaction thereof (the “Title Disputed Matters”). The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If In the event the Parties cannot resolve disputes regarding items (i), (ii) and (iii) any Title Disputed Matters on or before Closing, the asset will be excluded from the Closing and the Purchase Price reduced by the Allocated Value end of the affected Asset. FurtherCure Period, then Seller shall have the right, with respect to each separate portion of the Interests, to resolve the Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 15.15 but the independent arbitrator appointed pursuant to Section 15.15 as follows: (1) there shall be qualified a single arbitrator, who shall be an attorney with at least 10 years experience in oil and gas law in the State of Colorado, selected by educationmutual agreement of Buyer and Seller, knowledge and experience with title defects affecting or absent such agreement, the types of properties which are arbitrator shall be selected (subject to the disputed Title Defect foregoing criteria) by the Denver, Colorado office of the Judicial Arbitration Group (the “Arbitrator”), (2) the arbitration proceeding shall be held in Denver, Colorado and have 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 Assignment, (3) the Arbitrator’s determination shall be made within 20 days after submission of the matters in dispute and shall be final and binding upon the Parties, without right of appeal, (4) in making the determination, the Arbitrator shall be bound by the rules set forth in this Agreement and may consider such other matters as in the opinion of the Arbitrator are necessary or helpful to make a minimum of ten years experience proper determination, (5) the Arbitrator may consult with such types of defects and properties. The arbitrator shall employ such independent attorneysengage disinterested third parties to advise on the matter, including without limitation petroleum engineers and/or other consultants and environmental consultants, (6) the Arbitrator shall act as deemed necessary. On an expert for the limited purpose of resolving the Title Disputed Matters, and may not award damages, interest or before forty-five penalties to any Party with respect to any matter, (457) days after Closing, Buyer and Seller shall present their respective positions in writing to the arbitratoreach bear its own legal fees and other costs of presenting its case, together with such evidence as and (8) Buyer and Seller shall each Party deems appropriate. The arbitrator shall be instructed to resolve the dispute through a final decision within sixty (60) days after Closing and the final decision may be reflected in the Final Settlement Statement. To the extent that the arbitrator so rules, Seller will convey to Buyer the affected Asset in accordance with the terms and conditions bear one-half of the decision rendered by costs and expenses of the arbitratorArbitrator.

Title Dispute Resolution. The Parties agree to resolve disputes concerning the following matters pursuant to this Section 4.3: 6.2(i): (i1) the existence and scope of a Title Defect, Title Benefit Defect or Title Adjustment Defect Amount, (ii) the Title Defect Amount of that portion of the Asset affected by a Title Defect and (iii2) the adequacy of SellerSM Energy’s Title Defect curative materials and Buyer’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 resolve disputes regarding items (i), (ii1) and (iii2) on or before Closing, the asset Closing shall be delayed as to only the Assets subject to the Title Disputed Matters until the Parties finally resolve the dispute pursuant to this Section 6.2(i); provided, however, if either Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied due, in whole or in part, to Title Defects, then the Parties will be excluded from resolve all Title Disputed Matters pursuant to this Section 6.2(i) prior to Closing. In the event that neither Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied, it is understood and agreed that the Parties shall proceed to Closing and the Purchase Price reduced as contemplated herein as to all Assets not covered by the Allocated Value of the affected Asseta Title Disputed Matter. Further, the The Title Disputed Matters will be finally determined by binding arbitration pursuant to this Section 15.15 but the independent arbitrator appointed pursuant to Section 15.15 6.2(i). There shall be qualified a single arbitrator, who shall be an attorney with at least 10 years’ experience in oil and gas matters, as selected by educationmutual agreement of Buyer and SM Energy within 15 days after any Party invokes the provisions of this Section 6.2(i) to resolve such Dispute, knowledge and experience absent such agreement, by the Houston office of the AAA (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with title defects affecting the types AAA Rules to the extent such rules do not conflict with the terms of properties which are this Section 6.2(i). The Title Arbitrator’s determination shall be made within 20 days after submission by the Parties 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 Section 6.2(f) and Section 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 (a) Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in the applicable Title Defect Notice (which such Title Defect Amount shall not exceed the Allocated Value of the applicable Title Defect Property) or (b) SM Energy a greater Title Benefit Amount than the Title Benefit Amount claimed by SM Energy in 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 Amount or Title Benefit Amount submitted by either Party and have a minimum may not award damages, interest or penalties to either Party with respect to any Dispute. SM Energy and Buyer shall each bear its own legal fees and other costs of ten years experience with such types of defects and properties. The arbitrator shall employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or before forty-five (45) days after Closing, Buyer and Seller shall present their respective positions in writing presenting its case to the arbitrator, together with such evidence as each Party deems appropriateTitle Arbitrator. The arbitrator Each of SM Energy and Buyer shall be instructed to resolve bear one-half of the dispute through a final decision within sixty (60) days after Closing costs and expenses of the final decision may be reflected in the Final Settlement StatementTitle Arbitrator. To the extent that the arbitrator so rulesaward of the Title Arbitrator with respect to any Title Defect Amount was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, Seller will convey as applicable at Closing pursuant to Section 2.4 and an adjustment would otherwise be required under the provisions of Section 6.2(c) or Section 6.2(d), as applicable, then, within 10 days after the Title Arbitrator delivers written notice to Buyer and SM Energy of its award with respect to such Title Defect Amount or a Title Benefit Amount and subject to Section 6.2(h), the affected Asset in accordance with the terms and conditions of the decision rendered Purchase Price will be adjusted pursuant to Section 2.4 by the arbitratoramount so awarded by the Title Arbitrator.