Common use of Additional Procedures Clause in Contracts

Additional Procedures. All proceedings under this Article XVIII shall be held in Midland, Texas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, and the Independent Expert shall agree to comply with this schedule before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect Notice, (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (c) the value of a Title Benefit is greater than the amount claimed by Seller. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Final Statement or revisions thereto submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs. Seller and Buyer shall each bear one-half of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.

Additional Procedures. All proceedings (a) Proceedings related to a Technical Dispute or an Other Dispute under this Article XVIII XX shall be held in Midland, Texas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIIIXX. (b) The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and information (including electronically stored information) relevant to any Dispute, including copies of all documents in their possession or control on which they rely in support of the position or which they intend to introduce as exhibits at a hearing. The necessity of additional information exchange or depositions shall be determined by the Independent Expert's Expert or the Arbitrator (collectively, “Neutral”) based upon the reasonable need for the requested information, the availability of other discovery options and the burdensomeness of the request on the opposing Parties and the witness. (c) The final determination of the Neutral shall be made in writing within twenty-one thirty (2130) days after submission of the matters in dispute to the Independent ExpertNeutral, and the Independent Expert a Neutral shall agree to comply with this schedule before accepting appointment. In making its determination, the Independent Expert Neutral shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert Neutral are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent ExpertNeutral, however, may not determine that that (ai) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect Notice, or (bii) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (ciii) the value of a Title Benefit is greater than the amount claimed by Seller. . (d) The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Closing Statement or the Final Statement or revisions thereto submitted by any Party and either Party. (e) The Neutral may not award punitive damages, interest or penalties to any either Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs. Seller and Buyer shall each bear one-half of the . (f) The costs and expenses of the Independent ExpertNeutral, along with the reasonable legal fees and expenses of the prevailing Party (including those which relate all expert witnesses fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: (i) If the Neutral rules in favor of one Party on all disputed issues in the Dispute, the losing Party shall pay 100% of such fees and expenses. (ii) If the Neutral rules in favor of one Party on some issues and the other Party on other issues, the Neutral shall issue with the rulings a written determination as to any disinterested advisor utilized by how such fees and expenses shall be allocated between the Independent ExpertParties. The Neutral shall allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the Disputes, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses.

Additional Procedures. All proceedings under this Article XVIII shall be held in MidlandDenver, Texas Colorado, and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's ’s final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, shall be in writing, and shall set forth findings and conclusions upon which the Independent Expert based the award. The Independent Expert shall agree to comply with the provisions set forth in this schedule Section 18.02 before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect Notice, or (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (c) the value of a Title Benefit is greater than the amount claimed by Seller, (d) the value of an upward adjustment to the Purchase Price is greater than the amount claimed by Seller, or (e) the value of a downward adjustment to the Purchase Price is greater than the amount claimed by Buyer. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Final Statement or revisions thereto submitted by any either Party and may not award damages, interest or penalties to any either Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs. Seller and Buyer shall each bear one-half (1/2) of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.

Additional Procedures. All proceedings under this Article XVIII shall be held in MidlandDallas County, Texas Texas, or such other location as may be agreed upon by the Parties, and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's ’s final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, and the Independent Expert shall agree to comply with this schedule before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title {1919007;4} - 52 - Defect Notice, (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (c) the value of a Title Benefit is greater than the amount claimed by SellerSellers. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Final Statement or revisions thereto submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller Sellers and Buyer shall each bear their own legal fees and other costs. Seller Sellers and Buyer shall each bear one-half of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.

Additional Procedures. All proceedings under this Article XVIII shall be held in MidlandDallas County, Texas Texas, or such other location as may be agreed upon by the Parties, and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's ’s final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, and the Independent Expert shall agree to comply with this schedule before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect Notice, (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (c) the value of a Title Benefit is greater than the amount claimed by Seller. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Final Statement or revisions thereto submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs. Seller and Buyer shall each bear one-half of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.

Additional Procedures. All proceedings under this Article XVIII shall be held in Midland, Texas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's ’s final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, shall be in writing, and shall set forth findings and conclusions upon which the Independent Expert based the award. The Independent Expert shall agree to comply with the provisions set forth in this schedule Section 18.02 before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect Notice, or (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (c) the value of a Title Benefit is greater than the amount claimed by Seller, (d) the value of an upward adjustment to the Purchase Price is greater than the amount claimed by Seller, or (e) the value of a downward adjustment to the Purchase Price is greater than the amount claimed by Buyer. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Final Statement or revisions thereto submitted by any either Party and may not award damages, interest or penalties to any either Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs. Seller and Buyer shall each bear one-half (1/2) of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.

Additional Procedures. All proceedings under this Article XVIII shall be held in Midland, Texas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, and the Independent Expert shall agree to comply with this schedule before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect Notice, (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect Notice, or (c) the value of a Title Benefit is greater than the amount claimed by Seller. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Environmental Defect Values, or calculation of the Final Statement or revisions thereto submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs. Seller and Buyer shall each bear one-half of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.

Additional Procedures. All proceedings under this Article XVIII shall be held in MidlandDenver, Texas Colorado, and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article XVIII. The Independent Expert's ’s final determination shall be made within twenty-one (21) days after submission of the matters in dispute to the Independent Expert, shall be in writing, and shall set forth findings and conclusions upon which the Independent Expert based the award. In the case of any Dispute regarding Title Defect Values, Environmental Defect Values or Third Party Interest Values, which when aggregated with all other amounts claimed or agreed that would be eligible to be counted under Section 13.01(f), the amount of which would exceed seventeen and one-half percent (17.5%) of the Unadjusted Purchase Price, the Termination Date shall be extended by the amount of days taken by the Independent Expert to make its final determination (counting from the day the matter is submitted to the Independent Expert and ending on the day the Independent Expert submits its findings in writing to the Parties). The Independent Expert shall agree to comply with the provisions set forth in this schedule Section 18.02 before accepting appointment. In making its determination, the Independent Expert shall be bound by terms of this Agreement, to the extent applicable, and, subject to the foregoing, may consider such other matters as in the opinion of the Independent Expert are necessary to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested advisors for advice, including without limitation petroleum engineers. The Independent Expert, however, may not determine that that (a) a Title Defect Value of a Title Defect is greater than the Title Defect Value claimed by Buyer in its applicable Title Defect NoticeNotice or less than the amount claimed by Sellers in response to such notice, or (b) an Environmental Defect Value is greater than the Environmental Defect Value claimed by Buyer in its applicable Environmental Defect NoticeNotice or less than the amount claimed by Sellers in response to such notice, or (c) the value of a Title Benefit is greater than the amount claimed by SellerSellers or less than the amount claimed by Buyer, (d) a Third Party Interest Value is greater than the amount claimed by Buyer or less than the amount claimed by Sellers, (e) the value of an upward adjustment to the Purchase Price is greater than the amount claimed by Sellers, or (f) the value of a downward adjustment to the Purchase Price is greater than the amount claimed by Buyer. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Title Defect Values, Title Benefits, Environmental Defects or Defects, Environmental Defect Values, Third Party Interest Values or calculation of the Final Statement or revisions thereto submitted by any either Party and may not award damages, interest or penalties to any either Party with respect to any mattermatter nor may the Independent Expert determine the enforceability of a Preferential Purchase Right or Third Party consent right. Seller Sellers and Buyer shall each bear their own legal fees and other costs. Seller Sellers and Buyer shall each bear one-half (1/2) of the costs and expenses of the Independent Expert, including those which relate to any disinterested advisor utilized by the Independent Expert.