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 6.2(i): (1) the existence and scope of a Title Defect or Title Defect Amount, (2) the adequacy of SM 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 Title Disputed Matters, on or before Closing, the 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 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 as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined pursuant to this Section 6.2(i). There shall be 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 mutual 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, and 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 the AAA Rules to the extent such rules do not conflict with the terms of 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 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 presenting its case to the Title Arbitrator. Each of SM Energy 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 was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, 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 Purchase Price will be adjusted pursuant to Section 2.4 by the amount so awarded by the Title Arbitrator.

Title Dispute Resolution. The Parties agree to resolve disputes concerning the following matters pursuant to this Section 6.2(i): 4.3: (1i) the existence and scope of a Title Defect Defect, Title Benefit or Title Defect Adjustment Amount, (2ii) the Title Defect Amount of that portion of the Asset affected by a Title Defect and (iii) the adequacy of SM EnergySeller’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 Title Disputed Mattersitems (i), (ii) and (iii) on or before Closing, the asset will be excluded from the Closing shall be delayed as to only and the Assets subject to Purchase Price reduced by the Title Disputed Matters until Allocated Value of the Parties finally resolve affected Asset. Further, 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 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 as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined by binding arbitration pursuant to this Section 6.2(i). There 15.15 but the independent arbitrator appointed pursuant to Section 15.15 shall be a single arbitratorqualified by education, who shall be an attorney knowledge and experience with at least 10 years’ experience in oil and gas title and transactional matters, as selected by mutual agreement defects affecting the types of Buyer and SM Energy within 15 days after any Party invokes the provisions of this Section 6.2(i) to resolve such Dispute, and 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 the AAA Rules to the extent such rules do not conflict with the terms of 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, properties which are subject to the foregoingdisputed 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 consider such other matters as be reflected 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 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 presenting its case to the Title Arbitrator. Each of SM Energy and Buyer shall bear one-half of the costs and expenses of the Title ArbitratorFinal Settlement Statement. To the extent that the award arbitrator so rules, Seller will convey to Buyer the affected Asset in accordance with the terms and conditions 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, 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 Purchase Price will be adjusted pursuant to Section 2.4 decision rendered by the amount so awarded by the Title Arbitratorarbitrator.

Title Dispute Resolution. The Parties Sellers and Buyer agree to resolve disputes concerning the following matters pursuant to this Section 6.2(i): Section: (1i) the existence and scope of a Title Defect or Defect, (ii) the Title Defect Amount, Value of that portion of the Asset affected by a Title Defect and (2iii) the adequacy of SM Energya Seller’s Title Defect curative materials and Buyer’s reasonable satisfaction thereof and (3) the existence and scope of a “Disputed Title Benefit or Title Benefit Amount (collectively, “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 Title Disputed Matters, on or before within fourteen (14) days prior to Closing, the Closing Disputed Title Matters 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 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 as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined pursuant by an accounting, petroleum engineering, or law firm or consultant mutually acceptable to this Section 6.2(i). There shall be a single arbitrator, who shall be an attorney with at least 10 years’ experience in oil the Seller Representative and gas title and transactional matters, as selected by mutual 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, and absent such agreement, by the Houston office of the AAA (the “Title ArbitratorArbiter”), taking into account the factors set forth in this Agreement. On or before ten (10) days prior to Closing, Buyer and the Seller Representative shall present their respective positions in writing to the Title Arbiter, together with such evidence as each party deems appropriate. The arbitration proceeding Arbiter shall be held instructed to resolve the dispute through a final decision within five (5) days after submission of the parties’ respective positions to the Title Arbiter. The costs incurred in Houston, Texas and employing the Arbiter shall be conducted in accordance with borne equally by the AAA Rules Seller Representative, who may allocate such costs as appropriate to the extent such rules do not conflict with the terms of this Section 6.2(irelevant Seller(s), and Buyer. The Title ArbitratorArbiter’s determination final decision may be filed with a court of competent jurisdiction and entered as a judgment which shall be made within 20 days after submission by binding on 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 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 presenting its case to the Title Arbitrator. Each of SM Energy 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 was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, 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 Purchase Price will be adjusted pursuant to Section 2.4 by the amount so awarded by the Title Arbitratorparties.

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 6.2(i): matters: (1i) the existence and scope of a Title Defect or Title Defect AmountDefect, and (2ii) the adequacy of SM EnergySeller’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 In the event the Parties cannot resolve disputes regarding any Title Disputed Matters, Matters on or before Closingthe end of the Cure Period, then Seller shall have the Closing shall be delayed as right, with respect to only each separate portion of the Assets subject Interests, to resolve 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(dby arbitration as follows: (1) or Section 9.2(d) has not been satisfied due, in whole or in part, to Title Defects, then the Parties will 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 as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined pursuant to this Section 6.2(i). There there shall be a single arbitrator, who shall be an attorney with at least 10 years’ years experience in oil and gas title and transactional matterslaw in the State of Colorado, as selected by mutual agreement of Buyer and SM Energy within 15 days after any Party invokes the provisions of this Section 6.2(i) to resolve such DisputeSeller, and or absent such agreement, the arbitrator shall be selected (subject to the foregoing criteria) by the Houston Denver, Colorado office of the AAA Judicial Arbitration Group (the “Title Arbitrator”). The , (2) the arbitration proceeding shall be held in HoustonDenver, Texas Colorado and shall be conducted in accordance with the AAA Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 6.2(i). The Title Assignment, (3) the Arbitrator’s determination shall be made within 20 days after submission by the Parties of the matters in Dispute dispute and shall be final and binding upon both the Parties, without right of appeal. In , (4) in making his the determination, the Title Arbitrator shall be bound by the rules set forth in Section 6.2(f) this Agreement 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 or helpful to make a proper determination. The Title Arbitrator, however(5) the Arbitrator may consult with and engage disinterested third parties to advise on the matter, may not award including without limitation petroleum engineers and environmental consultants, (a6) 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 resolving the specific disputed Title DefectDisputed Matters, Title Benefit, Title Defect Amount or Title Benefit Amount submitted by either Party and may not award damages, interest or penalties to either any Party with respect to any Dispute. SM Energy matter, (7) Buyer and Buyer Seller shall each bear its own legal fees and other costs of presenting its case to the Title Arbitrator. Each of SM Energy case, and (8) Buyer and Seller 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 was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, 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 Purchase Price will be adjusted pursuant to Section 2.4 by the amount so awarded by the Title Arbitrator.

Title Dispute Resolution. The Parties parties agree to resolve disputes concerning the following matters pursuant to this Section 6.2(i): Section: (1i) the existence and scope of a Title Defect or Title Defect AmountDefect, (2ii) the Defect Value of that portion of the PGR Lease affected by a Title Defect, (iii) the Value of an Interest Addition, and (iv) the adequacy of SM Energythe Company’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 parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties parties cannot resolve disputes regarding Title Disputed Mattersitems (i), (ii) or (iii) on or before fifteen (15) days after Closing, the 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 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 as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 11.7 with an independent arbitrator mutually acceptable to the parties or, if none, with a panel of three arbitrators appointed pursuant to Section 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(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 60 days after Closing, Buyer and the Company shall present their respective positions in writing to the Arbitrator(s), together with such evidence as each party deems appropriate. The Arbitrator(s) shall be instructed to resolve the dispute through a final decision within 90 days after Closing and the final decision may be reflected in a final settlement statement. If the 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 6.2(i). There shall be 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 mutual agreement of Buyer and SM Energy within 15 days after any Party invokes 4.3 but the provisions of this Section 6.2(i) to resolve such Dispute, and absent such agreement, by the Houston office of the AAA (the “Title Arbitrator”). The arbitration proceeding hearing shall be held in Houston, Texas and shall be conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 6.2(i). The Title Arbitrator’s determination shall be made within 20 no later than fifteen (15) days after submission by the Parties Buyer’s receipt of the matters in Dispute and shall be Company’s Title Defect curative materials with a 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(fdecision no later than twenty-five (25) and Section 6.2(g) and, subject to the foregoing, may consider such other matters as in the opinion days after Buyer’s receipt of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award (a) Buyer a greater Company’s Title Defect Amount than curative materials and the Title Defect Amount claimed by Buyer final decision shall similarly be reflected 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 Noticefinal settlement statement. 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 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 presenting its case to the Title Arbitrator. Each of SM Energy 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 was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, 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 Purchase Price will be adjusted pursuant to Section 2.4 by the amount so awarded by the Title Arbitrator.Exhibit 10.17

Title Dispute Resolution. The Parties agree to resolve disputes concerning the following matters pursuant to this Section 6.2(i): (1) the existence and scope of a Title Defect or Title Defect Amount, and (2) the adequacy of SM 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 Title Disputed Matters, items (1) and (2) on or before Closing, the 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 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 as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined pursuant to this Section 6.2(i). There shall be 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 mutual 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, and 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 the AAA Rules to the extent such rules do not conflict with the terms of 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 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 presenting its case to the Title Arbitrator. Each of SM Energy 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 was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, 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 Purchase Price will be adjusted pursuant to Section 2.4 by the amount so awarded by the Title Arbitrator.

Title Dispute Resolution. The Parties agree to resolve disputes concerning the following matters pursuant to this Section 6.2(i‎6.2(i): (1) the existence and scope of a Title Defect (including any cure thereof), Title Benefit, Title Defect Amount or Title Defect Amount, Benefit Amount and (2) the adequacy of SM 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 Title Disputed Matters, items (1) and (2) on or before Closing, the 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(i‎6.2(i) (and in such event, (A) the Assets subject to such Title Disputed Matters shall be assigned to SM Energy, (B) the Purchase Price paid to SM Energy at Closing shall be reduced by an amount equal to the aggregate of the Allocated Values of such Assets assigned to SM Energy and (C) Buyer shall deliver to the Escrow Agent at Closing an amount equal to such reduction to be held by the Escrow Agent pending resolution of the Title Disputed Matters, such amounts deposited into the Escrow Account pursuant to (C) above shall be released to the applicable Party pursuant to the resolution of the applicable Title Disputed Matter, including as instructed by the Title Arbitrator, if applicable); provided, however, if either Party asserts that the condition in Section 9.1(d‎9.1(d) or Section 9.2(d‎9.2(d) has not been satisfied due, in whole or in part, to Title Defects, then the Parties will resolve all Title Disputed Matters pursuant to this Section 6.2(i‎6.2(i) prior to Closing. In the event that neither Party asserts that the condition in Section 9.1(d‎9.1(d) or Section 9.2(d‎9.2(d) has not been satisfied, it is understood and agreed that the Parties shall proceed to Closing as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined pursuant to this Section 6.2(i‎6.2(i). There shall be a single arbitrator, who shall be an attorney with at least 10 ten (10) years’ experience in oil and gas title and transactional matters, as selected by mutual agreement of Buyer and SM Energy within 15 fifteen (15) days after any Party invokes the provisions of this Section 6.2(i‎6.2(i) to resolve such Dispute, and absent such agreement, by the Houston Dallas office of the AAA (the “Title Arbitrator”). The Title Arbitrator, once appointed, shall have no ex parte communications with the Parties concerning the expert determination or the underlying dispute. All communications between any Party and the Title Arbitrator shall be conducted in writing, with copies sent simultaneously to the other Party in the same manner, or at a meeting to which all Parties have been invited and of which such Parties have been provided at least five (5) Business Days’ notice. The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 6.2(i‎6.2(i). The Title Arbitrator’s determination shall be made within 20 twenty (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(f‎6.2(f) and Section 6.2(g‎6.2(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 DefectDefect (or cure thereof), Title Benefit, Title Defect Amount or Title Benefit Amount submitted by either Party and 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 presenting its case to the Title Arbitrator. Any decision rendered by the Title Arbitrator pursuant hereto shall be final, conclusive and binding on SM Energy and Buyer and will be enforceable against any of the Parties in any court of competent jurisdiction. Each of SM Energy 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 was not taken into account as an adjustment to the Purchase Price or the aggregate Title Defect Amounts, as applicable at Closing pursuant to Section 2.4 ‎2.4 and an adjustment would otherwise be required under the provisions of Section 6.2(c‎6.2(c) or Section 6.2(d‎6.2(d), as applicable, then, within 10 ten (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(h‎6.2(h), the Purchase Price will be adjusted pursuant to Section 2.4 ‎2.4 by the amount so awarded by the Title ArbitratorArbitrator and any Assets subject to Title Disputed Matters assigned to SM Energy pursuant to this Section ‎6.2(i) shall be conveyed to the Company pursuant to a mutually agreed upon form of assignment and xxxx of sale.