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: (i) the existence and scope of a Title Defect, (ii) 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 the Company’s Title Defect curative materials (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) or (iii) on or before fifteen (15) days after Closing, the 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 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 no later than twenty-five (25) days after Buyer’s receipt of the 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 (i) Seller and Buyer shall attempt in good faith to agree on all Title Defects and Title Defect Amounts (collectively “Title Disputes”) prior to resolve disputes concerning the following matters pursuant Closing. If Seller and Buyer are unable to this Section: agree by the Closing, (i) the existence Title Disputes will be exclusively and scope of a Title Defectfinally resolved pursuant to Section 5.3(g)(ii), (ii) the Defect Closing Cash Amount shall be adjusted downwards by the Allocated Value of each Title Defect Property affected by such Title Disputes and such Title Defect Properties (together with all associated Conveyed Interests) shall not be conveyed to Buyer at the Closing, and (iii) promptly after such Title Disputes are finally resolved, Seller shall, at its sole option with respect to each such Title Defect Property, elect to, subject to Section 5.3(f): (x) cause Buyer to pay to Seller (1) the Allocated Value for such Title Defect Property minus the Title Defect Amount, if any, plus (2) the sum of all amounts Buyer would have been required to pay to Seller with respect to the development of such Conveyed Interests pursuant to the Development Agreement and any related operating agreements (including any Carried Costs that exceed the portion of the PGR Lease affected by a Allocated Value for such Title Defect Property that is attributable to the Carried Costs Obligation) had such Conveyed Interest been conveyed to Buyer at Closing and promptly convey to Buyer such Title Defect Property (together with all associated Conveyed Interests); (y) retain the Title Defect Property (together with all associated Conveyed Interests), in which case such Title Defect Property (together with all associated Conveyed Interests) will be deemed permanently to be an Excluded Asset; or (z) elect to cure the Title Defect, provided that if Seller is not successful in curing the Title Defect within the 45 day period following the resolution of such Title Disputes, Seller will remedy the Title Defect pursuant to subsections (iiix) or (y) above (provided that if the Value remedy in subsection (y) is selected, Seller shall promptly reimburse to Buyer all amounts previously paid by Buyer with respect to the development of an Interest Addition, such Title Defect Property and associated Conveyed Interests pursuant to the Development Agreement and any related operating agreements (iv) including any Carried Costs that exceed the adequacy portion of the Company’s Allocated Value for such Title Defect curative materials Property that is attributable to the Carried Costs Obligation)). (ii) There will be a single arbitrator, who must be a title attorney with at least ten years’ experience in oil and gas titles involving properties in any of the regional areas in which the Title Defect Properties are located, in each case as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Title Disputed MattersArbitrator”). The parties agree to attempt to initially resolve all disputes through good faith negotiations. If the parties canParties are unable to mutually agree upon the Title Arbitrator, the Houston, Texas office of the AAA shall appoint the Title Arbitrator under such conditions as the AAA in its sole discretion deems necessary or advisable. The place of arbitration will be Houston, Texas, and the arbitration will be conducted in accordance with the AAA Rules, to the extent such rules do not resolve disputes regarding items (iconflict with the terms of this Section 5.3(g), (ii) or (iii) on or before fifteen (15) . The Title Arbitrator’s determination will be made within 30 days after Closingsubmission of Title Disputes and will be final and binding upon both Parties, without right of appeal. In making his determination with respect to any Title Dispute, the Disputed Matters will Title Arbitrator shall be finally determined bound by binding arbitration pursuant to the rules set forth in Section 11.7 with an independent arbitrator mutually acceptable to the parties or5.3(g) and, 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 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 Buyer a greater Title Defect and have a minimum of ten years experience with such types of defects and propertiesAmount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice. The arbitrator(s) shall take into account Title Arbitrator will act for the factors set forth in limited purpose of determining the definition of “Defect Value” and employ such independent attorneysspecific Title Disputes submitted by either Party, petroleum engineers and/or other consultants as deemed necessary. On or before 60 days after Closing, Buyer and the Company Title Arbitrator may not award damages, interest or penalties to either Party with respect to any Title Dispute. Seller and Buyer shall present their respective positions in writing each bear its own legal fees and other costs of presenting its case to the Arbitrator(s)Title Arbitrator. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator. Subject to Sections 10.4 and 11.4, together with such evidence as each party deems appropriate. The Arbitrator(s) shall nothing herein will operate to cause the Closing to be instructed to resolve the dispute through a final decision within 90 days after Closing and the final decision delayed on account of any arbitration that 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 conducted 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 no later than twenty-five (25) days after Buyer’s receipt of the Company’s Title Defect curative materials and the final decision shall similarly be reflected in a final settlement statement. Exhibit 10.175.3(g).

Title Dispute Resolution. The parties Parties agree to resolve disputes concerning the following matters pursuant to this Section: Section ‎6.2(i): (i1) the existence and scope of a Title DefectDefect (including any cure thereof), (ii) the Title Benefit, Title Defect Value of that portion of the PGR Lease affected by a Amount or Title Defect, (iii) the Value of an Interest Addition, Benefit Amount and (iv2) the adequacy of the CompanySM Energy’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), 1) and (ii) or (iii2) 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) (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(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 ten (10) years’ experience in oil and gas title and transactional matters, as selected by mutual agreement of Buyer and SM Energy within fifteen (15) days after Closingany Party invokes the provisions of this Section ‎6.2(i) to resolve such Dispute, and absent such agreement, by the Disputed Matters will 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 finally determined by binding arbitration pursuant to Section 11.7 conducted in writing, with an independent arbitrator mutually acceptable copies sent simultaneously 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 other Party in the definition same manner, or at a meeting to which all Parties have been invited and of “Defect Value” and employ which 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 Parties have been provided at least five (5) Business Days’ notice. The arbitration proceeding shall be held in Dallas, 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 twenty (20) days after Buyer’s receipt submission by the Parties of the Company’s 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 curative materialsAmount 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 (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 dispute Title Arbitrator. Any decision rendered by the Title Arbitrator pursuant hereto shall be final, conclusive and binding on SM Energy and Buyer and will similarly be finally determined by binding arbitration 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 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 11.7 ‎2.4 and this an adjustment would otherwise be required under the provisions of Section 4.3 but the arbitration hearing shall be held no later than fifteen ‎6.2(c) or Section ‎6.2(d), as applicable, then, within ten (1510) days after Buyer’s receipt the Title Arbitrator delivers written notice to Buyer and SM Energy of the Company’s its award with respect to such Title Defect curative materials with Amount or a final decision no later than twenty-five (25Title 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 and any Assets subject to Title Disputed Matters assigned to SM Energy pursuant to this Section ‎6.2(i) days after Buyer’s receipt shall be conveyed to the Company pursuant to a mutually agreed upon form of the Company’s Title Defect curative materials assignment and the final decision shall similarly be reflected in a final settlement statement. Exhibit 10.17xxxx of sale.

Title Dispute Resolution. The parties Whitehorse, on behalf of the Whitehorse Sellers, Siltstone II, on behalf of the Siltstone Sellers, and Buyer shall attempt to agree on all Title Defects and Title Defect Amounts prior to resolve disputes concerning the following matters Closing. If Whitehorse, on behalf of the Whitehorse Sellers, Siltstone II, on behalf of the Siltstone Sellers, and Buyer are unable to agree by the Closing, then subject to Section 10.1(b), the Parties shall (i) exchange their final proposed Title Defect Amounts of such Title Defects and (ii) proceed to Closing on the Assets subject to such Title Defects and Buyer shall pay the amount of the Title Defect Amounts as set forth in Buyer’s final proposed Title Defect Amounts of such Title Defects then in dispute into the Escrow Account and all Title Defects and Title Defect Amounts in dispute shall be exclusively and finally resolved pursuant to this Section: Section 10.2. Likewise, if Sellers have provided notice at or prior to the date that is three (i3) the existence and scope of a Title Defect, (ii) days following the Defect Value Claim Date of that portion of the PGR Lease affected by a Title Defect, (iii) the Value of an Interest Addition, and (iv) the adequacy of the Company’s Title Defect curative materials (the “Title Disputed Matters”). The parties agree Sellers’ intent to attempt to initially resolve all disputes through good faith negotiationscure a Title Defect and by the end of the Cure Period, Whitehorse, on behalf of the Whitehorse Sellers, Siltstone II, on behalf of the Siltstone Sellers, and Buyer have been unable to agree upon whether such Title Defects have been cured, or Sellers have failed to cure any Title Defects which Sellers provided notice that Sellers would attempt to cure and Whitehorse, on behalf of the Whitehorse Sellers, Siltstone II, on behalf of the Siltstone Sellers, and Buyer have been unable to agree on the Title Defect Amounts for such Title Defects, then the cure and/or Title Defect Amounts in dispute shall be exclusively and finally resolved pursuant to this Section 10.2. If There shall be a single arbitrator, who shall be a title attorney with at least 10 years’ experience in oil and gas titles involving properties in the parties canregional area in which the Title Defect Properties are located and shall not resolve disputes regarding items have worked as an employee or outside counsel for any Party or its Affiliates during the five (i5) year period preceding the arbitration or have any financial interest in the dispute, as selected by mutual agreement of Buyer, on the one hand, and Whitehorse (on behalf of the Whitehorse Sellers) and Siltstone II (on behalf of the Siltstone Sellers), (ii) or (iii) jointly, on or before the other hand, within fifteen (15) days after Closingthe end of the Cure Period (or such other time as mutually agreed), and absent such agreement, by the Disputed Matters will Houston, Texas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be finally determined by binding arbitration pursuant to Section 11.7 held in Houston, Texas and shall be conducted in accordance with an independent arbitrator mutually acceptable the Commercial Arbitration Rules of the American Arbitration Association, to the parties orextent such rules do not conflict with the terms of this Section 10.2. Each of Buyer, if noneon the one hand, with a panel and Whitehorse (on behalf of three arbitrators appointed pursuant to Section 11.7 who are qualified by educationthe Whitehorse Sellers) and Siltstone II (on behalf of the Siltstone Sellers), knowledge and experience with title defects affecting jointly, on 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) other hand, 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 submit their respective positions in writing and evidence 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 Title Arbitrator 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 4.3 but the arbitration hearing shall be held no later than fifteen (15) days after Buyer’s receipt selection of the CompanyTitle Arbitrator. The Title Arbitrator’s Title Defect curative materials with a final decision no later than twenty-five determination shall be made within twenty (2520) days after submission of the matters in dispute and shall be final and binding upon the Parties, without right of appeal, and shall be limited to awarding only Whitehorse and Siltstone II’s joint or Buyer’s receipt final proposed Title Defect Amount exchanged by the Parties as provided above. The Title Arbitrator shall make a separate determination with respect to the existence of each asserted Title Defect. In making his or her determination, the Title Arbitrator shall be bound by the relevant rules set forth in this Article X and, subject to the foregoing, may consider such other matters as in the opinion of the Company’s Title Arbitrator are necessary to make a proper determination. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect curative materials and/or Title Defect Amount submitted by either Buyer or Whitehorse (on behalf of the Whitehorse Sellers) and Siltstone II (on behalf of the Siltstone Sellers) jointly, and may not award damages, interest or penalties to either Party with respect to any matter, but shall award to the prevailing Party its arbitration costs and attorneys’ fees. Sellers, jointly, on the one hand, and Buyer, on the other hand, shall each bear one-half of the costs and expenses of the Title Arbitrator. Within ten days after the Title Arbitrator delivers written notice to Buyer and Sellers of its award with respect to a Title Defect Amount related to a Title Defect, Buyer shall be entitled to withdraw from the Escrow Account the amount, if any, so awarded by the Title Arbitrator to Buyer plus all earnings thereof, with respect to any Title Defect resolved in Buyer’s favor, and the final decision balance of the funds paid into the Escrow Account with respect to such Title Defects shall similarly be reflected in a final settlement statement. Exhibit 10.17paid to Sellers.

Title Dispute Resolution. The parties Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts, Title Benefit Amounts and the effect of any title curative efforts prior to resolve disputes concerning Closing. If Seller and Buyer are unable to agree by Closing, the following matters Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved pursuant to this Section: (i) Section 3.21 and either Party shall have the existence right, upon the delivery of written notice to the other Party, to dispute such matter and scope to invoke the dispute resolution provisions below in this Section 3.21 in order to resolve any such dispute. Any such notice of a Title Defect, (ii) 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 the Company’s Title Defect curative materials (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) or (iii) dispute must be delivered on or before the tenth (10th) Business Day after Closing. There shall be a single arbitrator, who shall be a title attorney (“Title Arbitrator”) with at least ten (10) years relevant experience, as selected by mutual agreement of Buyer and Seller within fifteen (15) days Days after Closingthe applicable Party’s receipt of a dispute notice, and absent such agreement, by the CPR. The arbitration proceeding shall be held in Houston, Texas, in accordance with the rules of the CPR to the extent such rules do not conflict with the terms of this Section 3.21. The Title Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute (the Parties agreeing to submit to the Title Arbitrator a brief of its position and all supporting documents in such Party’s possession within ten (10) Business Days following selection of the Title Arbitrator) and shall be binding on and non-appealable by the Parties. In making his/her determination, the Disputed Matters will Title Arbitrator shall be finally determined bound by binding arbitration pursuant to Section 11.7 with an independent arbitrator mutually acceptable to the parties orrules set forth in Sections 3.8 through 3.13, if none3.20 and this 3.21, with a panel of three arbitrators appointed pursuant to Section 11.7 who are qualified by educationand, knowledge and experience with title defects affecting the types of properties which are subject to the disputed 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 have may not award Seller a minimum of ten years experience with such types of defects and properties. The arbitrator(s) shall take into account greater Title Benefit Amount than the factors Title Benefit Amount set forth in the definition 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 Value” Amounts, Title Benefit Amounts and employ such independent attorneysany curative efforts by Seller that are set forth in the notice of dispute delivered pursuant to this Section 3.21 and may not award damages, petroleum engineers and/or interest or penalties to either Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other consultants costs of presenting its case to the Title Arbitrator. Each Party shall cover its corresponding fees and expenses associated with the Title Arbitrator. Within ten (10) Days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to any Title Defect Amount or Title Benefit Amount, and the Parties shall direct the Escrow Agent to release the amounts so awarded by the Title Arbitrator to the applicable Party. Nothing herein shall operate to cause Closing to be delayed on account of any arbitration conducted pursuant to this Section 3.21, and, to the extent any adjustments are not agreed upon by the Parties as deemed necessary. On or before 60 days after of Closing, the disputed amounts up to the Allocated Value of the affected Asset shall be deducted from the amounts otherwise paid by Buyer at Closing and at Closing, Buyer and shall deposit such amounts into the Company shall present their respective positions in writing escrow account with the Escrow Agent pursuant 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 Escrow Agreement pending 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 resolution under 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 no later than twenty-five (25) days after Buyer’s receipt of the Company’s Title Defect curative materials and the final decision shall similarly be reflected in a final settlement statement. Exhibit 10.173.21.

Title Dispute Resolution. The parties (a) Seller and Buyer agree to resolve disputes concerning the following matters pursuant to this Section: (i) the existence and scope of a Title Defect, (ii) the Title Defect Value of that portion of the PGR Lease Asset affected by a Title Defect, (iii) the Value of an Interest Addition, and (iv) the adequacy of the Company’s Seller's Title Defect curative materials (the “Title Disputed Matters”"DISPUTED TITLE MATTERS"). The parties agree to attempt to initially resolve all disputes Disputed Title Matters through good faith negotiations. If the parties cannot resolve such disputes regarding items (i)by May 30, (ii) or (iii) on or before fifteen (15) days after Closing2003, the Disputed Title Matters will shall be finally determined by binding arbitration pursuant to Section 11.7 with an independent arbitrator 4.8(b) by a mutually acceptable to agreeable law firm(s) (the parties or"TITLE ARBITER"), 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 taking into account the factors set forth in this Agreement. In such event, the definition of “Defect Value” Closing shall not be delayed due to such unresolved Disputed Title Matters and employ the Assets subject to such independent attorneysunresolved Disputed Title Matters shall be assigned and transferred to Buyer at Closing without any reduction to the Purchase Price. (b) For any Disputed Title Matters not resolved by May 30, petroleum engineers and/or other consultants as deemed necessary. On or before 60 days after Closing2003, Buyer and the Company shall Seller shall, on or before June 11, 2003, present their respective positions in writing to the Arbitrator(s)Title Arbiter, together with such evidence as each party deems appropriate. The Arbitrator(s) Arbiter shall be instructed to resolve the dispute through a final decision within 90 days after Closing by June 30, 2003. The costs incurred in employing the Arbiter shall be borne equally by Seller and the Buyer. The Title Arbiter's final decision may shall be reflected in a final settlement statementbinding on the parties. If the parties cannot resolve disputes regarding Section 4.3 (iv) within Within five (5) business days after Buyer’s following Seller's receipt of the Company’s Title Arbiter's final written decision, Seller shall, subject to Section 4.8(c) and at its sole election, elect one of the following with respect to the Asset that is the subject of such decision of the Title Arbiter by so notifying Buyer: (i.) Pay to Buyer, within three (3) days of such election, the amount of the Actual Title Defect curative materialsValue determined in the Title Arbiter's decision for the Qualifying Title Defect which was the subject of such decision, in which event, upon such payment, Seller shall have no further obligation or liability relating to such Qualifying Title Defect or (ii.) Have Buyer reconvey to Seller the dispute will similarly interest in the Asset acquired by Buyer (including a special warranty from Buyer) to which the Qualifying Title Defect pertains which was the subject of the Title Arbiter's decision and concurrent with such reconveyance Seller shall pay to Buyer the Allocated Value of such Asset. Such reconveyance shall occur within three (3) days of Buyer's receipt of Seller's election notice, but shall be finally determined by binding arbitration pursuant to Section 11.7 and effective as of the Effective Time. (c) Notwithstanding the other provisions of this Section 4.3 but the arbitration hearing 4.8, Seller shall not be held no later than fifteen (15) days after Buyer’s receipt obligated to elect either of the Company’s remedies set forth in Section 4.8(b) above for any Disputed Title Matter unless the Title Arbiter finds such Disputed Title Matter to be a Qualifying Title Defect, and then only to the extent the sum of all Actual Title Defect curative materials with a final decision Values of all Qualifying Title Defects established before and after Closing exceeds the Title Threshold Amount. If the sum of all Actual Title Defect Values of all Qualifying Title Defects does not exceed the Title Threshold Amount, then Buyer shall retain the interests in the Assets subject to all Title Defects and Seller shall have no later than twenty-five further obligation or liability relating to any Title Defects. If the sum of all Actual Title Defect Values of all Qualifying Title Defects exceeds the Title Threshold Amount, then (25i) days after Buyer’s receipt Seller shall only be obligated to elect the remedies set forth in Section 4.8(b) for that portion of such sum of all Actual Title Defect Values in excess of the Company’s Title Threshold Amount and (ii) Buyer shall retain the interests in the Assets subject to all Qualifying Title Defects the sum of whose Actual Title Defect curative materials Values is less than or equal to the Title Threshold Amount and the final decision Seller shall similarly be reflected in a final settlement statement. Exhibit 10.17have no further obligation or liability relating to all such Qualifying Title Defects.