Common use of Environmental Arbitrator Clause in Contracts

Environmental Arbitrator. If Buyer and Seller are unable to agree upon the Environmental Defect Amount, or the validity of an Environmental Defect, the Parties shall proceed to the Closing, the Environmental Defect Property shall be conveyed to the Buyer, the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Environmental Defect Property otherwise payable at Closing and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent and reasonably acceptable to Buyer and Seller. The amount deposited into escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 5.06. There shall be a single arbitrator, who shall be an attorney or environmental consultant with at least ten (10) years experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and Seller within fifteen (15) days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Austin, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Environmental Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article V and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. Additionally, the Environmental Arbitrator may consult with and engage disinterested third parties to advise the arbitrator. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defect Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each party shall bear one-half of the costs and expenses of the Environmental Arbitrator.

Environmental Arbitrator. If Buyer and the Seller Representative are unable to agree upon the Environmental Defect AmountAmount with respect thereto, or the validity of an such Environmental Defect, the Parties shall proceed to the Closing, the Environmental Defect Property shall will be conveyed to excluded from the BuyerAssets at Closing, the Purchase Price shall be reduced by an amount equal to the Allocated Value of the such Environmental Defect Property otherwise payable at Closing and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller Escrow Agent pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent Escrow Agent and reasonably acceptable to Buyer and Sellersuch Sellers. The amount deposited into escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 5.06. There shall be a single arbitrator, who shall be an attorney or environmental consultant with at least ten (10) years years’ experience in environmental issues involving Texas oil and gas properties, as selected by mutual agreement of Buyer and the Seller Representative within fifteen (15) days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in AustinHouston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this SectionSection 5.06. The Environmental Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article V and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. Additionally, the Environmental Arbitrator may consult with and engage disinterested third parties to advise the arbitrator. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defect Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each party shall bear one-half of the costs and expenses of the Environmental Arbitrator.necessary