Common use of Environmental Dispute Resolution Clause in Contracts

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas. The Environmental Arbitrator’s determination shall be made within 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)12.1. There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten (10) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedOuter Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within 15 days fifteen (15) Days after the Closing Date Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 days twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.53.6, then within 10 days ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d)12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets Conveyed Interests are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date Date, and absent such agreement, by the Dallas office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonDallas, TexasTexas 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 shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice nor a lower Remediation Amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.4 3.5 or Section 3.53.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 12.1, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to this Section 12.1(d)12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 3.6, Section 3.7 or this Section 12.1.

Environmental Dispute Resolution. Seller SM and Buyer Buyers shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller SM and Buyer Buyers are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e7.1(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least 10 years ten (10) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer Buyers and Seller SM within 15 fifteen (15) days after any Party invokes the Closing Date provisions of this Section 7.1(e) to resolve such Dispute, and absent such agreement, by the Houston office of the AAA (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the The Environmental Arbitrator within such time period, then each shall not have worked as an employee or performed more than $25,000 of Work as outside counsel for any Party will nominate a candidate to be or its Affiliates during the Environmental Arbitrator, and such candidates so nominated by five (5) year period preceding the Parties shall together determine arbitration or have any financial interest in the Environmental Arbitratordispute. The arbitration proceeding shall will be held in Houston, TexasTexas and conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 7.1(e). The Environmental Arbitrator’s determination shall must be made within 20 twenty (20) days after submission of the matters in dispute Dispute and shall be final and binding upon both Parties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 7.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any Buyers a greater Remediation Amount than the Remediation Amount claimed by Buyer Buyers in its the applicable Environmental Defect Notice, nor may the Environmental Arbitrator award Buyers a lesser Remediation Amount than the Remediation Amount proposed by SM. The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party with respect to any matter. Seller SM and Buyer Buyers shall each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer SM shall bear one-half half, and Buyers shall bear one-half, of the costs and expenses of the Environmental Arbitrator. Any judgment of the award of the Environmental Arbitrator may be entered and enforced by any court of competent jurisdiction. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.4 or 2.3 and Buyers would otherwise be entitled to an adjustment under the provisions of Section 3.57.1(b), then then, within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer Buyers and Seller SM of his such award with respect to a Remediation Amount, and subject to Section 12.1(d7.1(d), (i) Buyer any Party required to make a payment to effect such award shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1make such payment.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closingthe end of the Environmental Condition Cure Period. If Seller and Buyer are unable to agree by Closingthe end of the Environmental Condition Cure Period, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e11.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least 10 ten years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedTexas, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator Date, and absent such agreement within such time period, then each Party party will nominate a candidate to be select the Environmental Arbitrator, and such candidates so nominated by the Parties Buyer and Seller shall together determine the Environmental Arbitrator within 15 days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 11.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect NoticeCondition Notice or a lesser Remediation Amount than the Remediation Amount claimed by Seller and notwithstanding anything herein to the contrary, the Environmental Arbitrator’s awards are subject to the limitations on liability set forth in Section 11.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 ten days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller Seller, if any, and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing Subject to the parties’ rights pursuant to Section 13.1, nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties Seller and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 3.5 or this Section 12.111.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects environmental defects and Remediation Amounts prior to Closing and as to the completion of Remediation efforts after Closing. If Seller and Buyer are unable to agree by Closing (or, after Closing, as to the Environmental Defects completion of Remediation efforts), the environmental defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)12.1. There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten years experience in environmental matters involving offshore oil and gas producing properties in the regional area in which the affected Assets are locatedGulf of Mexico, as selected by mutual agreement of Buyer and Seller within 15 fifteen days after the Closing Date Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 twenty days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules provisions set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any greater Remediation Amount more than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects environmental defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer The non-prevailing party shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.53.3, then within 10 ten days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his or her award with respect to a Remediation Amount, and subject to Section 12.1(d)12.1 and the other terms and provisions hereof, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller The Sellers and Buyer shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closing and as to the completion of Remediation efforts after Closing. If Seller the Sellers and Buyer are unable to agree by Closing (or, after Closing, as to the completion of Remediation efforts), the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)2.07. There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedproperties, as selected by mutual agreement of Buyer and Seller the Sellers within 15 fifteen days after the Closing Date Date, or within fifteen days after the Sellers claim completion of Remediation efforts after Closing, as applicable, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 twenty days after submission of the matters in dispute and shall be final and binding upon both PartiesBuyer and the Sellers, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules provisions set forth in this Section 12.1 2.07 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any greater Remediation Amount more than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either Party a party and may not award damages, interest or penalties to either Party any party with respect to any matter. Seller The Sellers and Buyer shall each bear its their own legal fees and other costs of presenting its their case. Each of Seller and Buyer The non-prevailing party shall bear one-half of the costs and expenses of the Environmental Arbitrator, such non-prevailing party to be designated by the Environmental Arbitrator; provided however, if the Environmental Arbitrator is unable or unwilling to designate a non-prevailing party and the Sellers and the Buyer cannot agree among themselves as to which is the non-prevailing party, the Sellers and the Buyer shall share the costs and expenses of the Environmental Arbitrator in equal portions. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.52.07, then within 10 ten days after the Environmental Arbitrator delivers written notice to Buyer and Seller the Sellers of his or her award with respect to a Remediation Amount, and subject to Section 12.1(d)2.07 and the other terms and provisions hereof, (i) Buyer shall pay to Seller the Sellers the amount, if any, so awarded by the Environmental Arbitrator to Seller the Sellers and (ii) Seller the Sellers shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller Sellers and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller Sellers and Buyer are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e4.4(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least 10 years ten years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer and Seller Sellers within 15 fifteen (15) days after any Party invokes the Closing Date provisions of this Section 4.4(e) to resolve such Dispute, and absent such agreement, by the Houston office of the AAA (the “"Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall will be held in Houston, TexasTexas and conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 4.4(e). The Environmental Arbitrator’s determination shall must be made within 20 twenty (20) days after submission of the matters in dispute Dispute and shall be final and binding upon both Parties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 4.4 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its the applicable Environmental Defect NoticeNotice (which such award shall not exceed the Allocated Value of the applicable Environmental Defect Property). The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party with respect to any matter. Seller Sellers and Buyer shall will each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer shall Party will bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.4 or 2.4(b)(6) and Buyer would otherwise be entitled to an adjustment under the provisions of Section 3.54.4(d), then then, within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller Sellers of his such award with respect to a Remediation Amount, and subject to Section 12.1(d4.4(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not will be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.12.4(b)(6) by such Remediation Amount.

Environmental Dispute Resolution. Seller The Agent and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller the Agent and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e12.1(d). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years ten (10) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller the Agent within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Houston, Texas office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 12.1. The Environmental Arbitrator’s determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both the Parties, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party the Agent or Buyer and may not award damages, interest or penalties to either Party with respect to any matter. Seller and Buyer , but shall each bear award to the prevailing Party its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the arbitration costs and expenses of the Environmental Arbitratorattorneys’ fees. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 3.3 or Section 3.53.4, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so amounts awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerbe disbursed in accordance with Section 3.7. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder conducted pursuant to this Section 12.1(d), and to the extent any adjustments are not agreed upon by the Parties Agent and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the at Closing in accordance with Section 3.7, and subsequent adjustments theretoto the Purchase Price, if any, will be made pursuant to Section 3.6 3.4 or this Section 12.112.1(d).

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)Article 13.1. There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten (10) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Article 13.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Subject to the right of the prevailing party to recover its reasonable attorneys’ fees and other costs (including, but not limited to, the Environmental Arbitrator’s fees, costs and expenses paid by the prevailing party) from the non-prevailing party pursuant to Article 16.18 and this Article 13.1(e), Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5Article 3.6, then within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(dArticle 13.1(a), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects Defects, Environmental Defect Amounts and Remediation Amounts the effect of any remediation efforts by Seller prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)3.19 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.19 in order to resolve any such dispute. Any such notice of dispute must be delivered on or before the tenth (10th) Business Day after Closing. There shall be a single arbitrator, who shall be an environmental attorney consultant (“Environmental Arbitrator”) with at least 10 ten (10) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedrelevant experience, as selected by mutual agreement of Buyer and Seller within 15 days fifteen (15) Days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate applicable Party’s receipt of a candidate to be the Environmental Arbitratordispute notice, and absent such candidates so nominated agreement, by the Parties shall together determine the Environmental ArbitratorCPR. The arbitration proceeding shall be held in Houston, TexasTexas pursuant to the rules of the CPR to the extent such rules do not conflict with the terms of this Section 3.19. The Environmental Arbitrator’s determination shall be made within 20 days twenty (20) Days after submission of the matters in dispute (the Parties agreeing to submit to the Environmental Arbitrator a brief of its position and all supporting documents in such Party’s possession within ten (10) Business Days following selection of the Environmental Arbitrator) and shall be final binding on and binding upon both non-appealable by the Parties, without right of appeal. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Sections 3.17 through 3.18 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Defects, Environmental Defect Amounts submitted and remediation efforts by either Party Seller that are set forth in the notice of dispute delivered pursuant to this Section 3.19 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 of Seller and Buyer shall bear one-half of the costs and expenses of case to the Environmental Arbitrator. To the extent that the award of Each Party shall cover its corresponding fees and expenses associated with the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 days Arbitrator. Within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his or her award with respect to a Remediation any Environmental Defect Amount, and subject the Parties shall direct the Escrow Agent to Section 12.1(d), (i) Buyer shall pay to Seller release the amount, if any, amounts so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerapplicable Party. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and conducted pursuant to this Section 3.19, and, to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price disputed amounts shall not be adjusted therefor as of deducted from the amounts otherwise paid by Buyer at Closing and subsequent adjustments theretoat Closing, if any, will be made Buyer shall deposit such amounts into the escrow account with the Escrow Agent pursuant to Section 3.6 or the Escrow Agreement pending final resolution under this Section 12.13.19.

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer Xxxxx are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets Conveyed Interests are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date Date, and absent such agreement, by the Dallas office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonDallas, TexasTexas 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 shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice nor a lower Remediation Amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.4 3.5 or Section 3.53.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 12.1, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to this Section 12.1(d)12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 3.6, Section 3.7 or this Section 12.1.

Environmental Dispute Resolution. Seller Such Seller’s Representatives and Buyer shall attempt to agree on (i) all Environmental Defects and Remediation Amounts prior to Closing, and (ii) the efficacy of any attempted cure of an Environmental Defect promptly upon the expiration of the Cure Period. If Seller such Seller’s Representatives and Buyer are unable to agree by Closingso agree, the Environmental Defects and/or Defects, Remediation Amounts and/or cure in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e14.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller such Seller’s Representatives within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then such Seller’s Representatives on the one hand and Buyer on the other hand shall each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties parties shall together determine the Environmental Arbitrator. The arbitration proceeding Such Seller’s Representative and the Buyer shall each present to the Environmental Arbitrator, with a simultaneous copy to the other party, a single written statement of its position on the defect or benefit in question, together with a copy of this Agreement and any supporting material that such party desires to furnish, not later than the 10th Business Day after appointment of the Environmental Arbitrator. In making the determination, the Environmental 77 HN\1533753.22 Arbitrator, unless the Environmental Arbitrator requests additional information from either party, shall make a determination of the matter submitted based solely on the single written submission of the such Seller’s Representatives and Buyer and shall be held bound by the terms of this Agreement. Provided, however, the Environmental Arbitrator may consider available legal and industry matters as in Houston, Texasthe Environmental Arbitrator’s opinion are necessary or appropriate to make a proper determination. The Environmental Arbitrator’s determination shall be made within 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller Sellers and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller The Seller’s Representatives, on the one hand, and Buyer Buyer, on the other hand, shall each bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, then the applicable Environmental Defect Property and all associated Assets shall be excluded from the Assets to be conveyed to Buyer at Closing, in which event the Participating Purchase Price shall be reduced by an amount equal to the Allocated Value of such excluded Environmental Defect Property and associated Assets. Within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller’s Representatives of his award with respect to a Remediation Amount (and subject to Section 14.1(c) and Section 14.1(e)), should the Remediation Amount of such Environmental Defect Property (A) not exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), then such Asset(s) so excluded under the terms of this Section 14.1(f) shall be adjusted therefor as assigned to Buyer by the applicable Sellers pursuant to an assignment in the form of the Assignment for the amount by which the Participating Purchase Price was reduced at Closing due to the exclusion of such Asset(s) (as such amount is appropriately adjusted in accordance to Section 3.3 with respect to such Asset(s) and subsequent adjustments theretoin accordance with Section 14.1(c) as a result of the Environmental Arbitrator’s decision), if anyor (B) meet or exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), will be made the Buyer shall have the option to receive an assignment of such Assets in the manner described in subpart (A) above or choose to exclude such Assets permanently pursuant to its rights under Section 3.6 or this Section 12.114.1(c)(iii).

Environmental Dispute Resolution. (i) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts no later than the three (3) Business Days prior to Closing. If Seller and Buyer are unable fail to agree in writing by Closingsuch time, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e9.2(d). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years ten (10) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Houston, Texas office of the AAA (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article IX. In addition to being bound by and adhering to the Rules and practices of the AAA and applicable law on arbitrator neutrality, the Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both the Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to Article IX and the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determinationRules. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice, nor a lower amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice unless the Arbitrator determines that the alleged Environmental Defect is not an Environmental Defect within the meaning of this Agreement. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific whether a disputed Environmental Defects exists and/or the appropriate Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 Within ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Remediation Amount, and subject to this Section 12.1(d)9.2, (i) Buyer Seller shall pay direct the Escrow Agent to Seller the amount, if any, so awarded by release from the Environmental Arbitrator Dispute Escrow Amount an amount of Preferred Shares with an aggregate Liquidation Preference equal to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein If the Remediation Amount ultimately determined by the Environmental Arbitrator with respect to any Environmental Defect is less than the Remediation Amount claimed by Buyer in the applicable Environmental Defect Notice with respect to such Environmental Defect, then within the aforesaid ten (10) day period, Buyer shall operate instruct the Escrow Agent to cause release from the Closing Environmental Dispute Escrow Amount to be delayed on account Seller a number of any arbitration hereunder and Preferred Shares with an aggregate Liquidation Preference equal to the extent any adjustments are not agreed upon amount by which the Parties as of Remediation Amount claimed by Buyer in the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1applicable Environmental Defect Notice exceeds such Remediation Amount.

Environmental Dispute Resolution. Seller and Buyer The Parties shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, resolve Disputes concerning the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration following matters pursuant to this Section 12.1(e). There shall be a single arbitrator5.5: (a) the existence and scope of an Environmental Defect or the Remediation Costs, who shall be (b) the Remediation Costs of that portion of the Transferor Asset affected by an environmental attorney with at least 10 years experience in environmental matters involving oil Environmental Defect and gas producing properties in (c) the regional area in which the affected Assets are located, as selected by mutual agreement adequacy of Buyer Transferor’s cure of an Environmental Defect and Seller within 15 days after the Closing Date Transferee’s reasonable satisfaction thereof (the “Environmental ArbitratorDisputed Matters”). In the event The Parties agree to attempt to initially resolve all Disputes through good faith negotiations. If the Parties are unable to mutually agree upon cannot resolve the Environmental Arbitrator within such time periodDisputed Matters on or before Closing, then each Party will nominate a candidate to the Purchase Price shall be the Environmental Arbitrator, and such candidates so nominated reduced by the Parties Allocated Value of such Environmental Defect Property (such amount, the “Environmental Escrow Amount”), such Environmental Defect Property shall together determine not be conveyed at Closing, and, at Closing, Transferee shall pay such Environmental Escrow Amount to the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasEscrow Agent as part of the Escrow Amount. The Environmental Arbitrator’s determination Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, provided that the independent arbitrator shall be made qualified by education, knowledge of, and experience with environmental defects affecting the types of properties which are subject to or relate to the disputed Environmental Defect or Environmental Disputed Matters. The arbitrator shall employ such independent attorneys and/or other consultants as the arbitrator deems necessary, with the costs of such employment to be shared equally by the Transferor and Transferee. On or before thirty (30) days after Closing, Transferor and Transferee 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 20 twenty (20) days after submission of the matters in dispute dispute, and shall the final decision may 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as reflected in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determinationFinal Settlement Statement. The Environmental Arbitrator, however, may not award Buyer its share Upon final resolution of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party Disputed Matters with respect to any matter. Seller Environmental Defects that are subject to such Environmental Disputed Matters, the Parties shall make the election of remedies under Section 5.3 and Buyer shall each bear its own legal fees take such further actions as are necessary to carry out such election including executing the Liberty Assignment or Emerald Assignment, as applicable, and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of delivering joint written instructions to the costs and expenses Escrow Agent directing the distribution of the Environmental ArbitratorEscrow Amount. To the extent that the award All of Transferor’s covenants under Article 8 will apply to the Environmental Arbitrator with respect to any Remediation Amount is not taken into account Defect Property until such time as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties have taken such actions as of are required based on the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1arbitrator’s decision.

Environmental Dispute Resolution. Seller Sellers and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller Sellers and Buyer are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e7.1(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least 10 years years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer and Seller Sellers within 15 days after any Party invokes the Closing Date provisions of this Section 7.1(e) to resolve such Dispute, and absent such agreement, by the Houston office of the AAA (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall will be held in Houston, TexasTexas and conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 7.1(e). The Environmental Arbitrator’s determination shall must be made within 20 days after submission of the matters in dispute Dispute and shall be final and binding upon both Parties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 7.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its the applicable Environmental Defect NoticeNotice (which such award shall not exceed the Allocated Value of the applicable Environmental Defect Property). The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party with respect to any matter. Seller Sellers and Buyer shall will each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer shall Party will bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.4 or 2.4(c)(iii) and Buyer would otherwise be entitled to an adjustment under the provisions of Section 3.57.1(d), then then, within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller Sellers of his such award with respect to a Remediation Amount, and subject to Section 12.1(d7.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not will be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.12.4(c)(iii) by such Remediation Amount.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to the Closing. If Seller and Buyer are unable to agree by the Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e6.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 twenty (20) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedproperties, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas. The Environmental Arbitrator’s determination shall be made within 20 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 this Section 12.1 6.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account included in the Preliminary Settlement Statement or Final Settlement Statement as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5Price, then within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments Environmental Defects and Remediation Amounts are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments to the Purchase Price or payments with respect thereto, if any, will be made pursuant to Section 3.6 3.5 or this Section 12.16.1.

Environmental Dispute Resolution. (a) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closingthe Cure Deadline. If Seller and Buyer are unable to agree by Closingthe Cure Deadline, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)3.14 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.14 in order to resolve any such dispute. Any such notice must be delivered on or before the 10th Business Day after the Cure Deadline. There shall be a single arbitrator, who shall be an environmental attorney consultant (the “Environmental Arbitrator”) with at least 10 years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedrelevant experience, as selected by mutual agreement of Buyer and Seller within 15 days Business Days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental ArbitratorCure Deadline, and absent such candidates so nominated agreement, by the Parties shall together determine the Environmental ArbitratorCPR. The arbitration proceeding shall be held in Houston, TexasTexas pursuant to the rules of the CPR to the extent such rules do not conflict with the terms of this Section 3.14. The Environmental Arbitrator’s determination shall be made within 20 days Business Days after submission of the matters in dispute and shall be final binding on and binding upon both non-appealable by the Parties, without right of appeal. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Sections 3.9 through 3.13 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination, including, without limitation, any refusal of Seller to allow Buyer to conduct a Phase II Environmental Site Assessment with respect to the Environmental Defect or Environmental Defect Amount at issue. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and 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 The fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of associated with the Environmental ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Environmental Defect Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5on the Final Settlement Statement, then within 10 days Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Remediation an Environmental Defect Amount, and subject to Section 12.1(d), (ia) Buyer and Seller shall pay deliver joint instructions instructing the Escrow Agent to Seller promptly release from the Escrow Fund the amount, if any, so awarded by the Environmental Arbitrator to Seller and (iib) Buyer and Seller shall pay deliver joint instructions instructing the Escrow Agent to Buyer promptly release from the Escrow Fund the amount, if any, any so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by In addition, the Parties as of the Closing, the Purchase Price shall not will implement any other elections that may be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to applicable under Section 3.6 or this Section 12.13.12.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree in writing on all Environmental Defects and Remediation Amounts (“Disputed Environmental Matters”) prior to ClosingClosing (or, if Seller elects to attempt to cure pursuant to Section 12.01(b), then prior to the end of the Cure Period). If Seller and Buyer are unable to agree by Closing (or by the end of the Cure Period if Seller elects to attempt to cure an Environmental Defect after Closing), the Environmental Defects and/or or Remediation Amounts in dispute shall will be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e12.01(f). There shall will be a single arbitrator, who shall will be an environmental attorney with at least 10 years fifteen (15) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual written agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date or the end of the Cure Period, as applicable, and absent such agreement, by the Dallas, Texas office of the AAA (or, if there is no such office, the office of the AAA serving Dallas, Texas) (the “Environmental Arbitrator”). In the event the Parties are unable Each of Buyer and Seller shall submit to mutually agree upon the Environmental Arbitrator within its proposed resolution of each Disputed Environmental Matter in writing. The proposed resolution must include the best offer of the submitting Party in a single monetary amount that such time period, then Party is willing to pay or accept (as applicable) to settle or otherwise resolve each Party will nominate a candidate to be the Disputed Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental ArbitratorMatter. The arbitration proceeding shall will be held in HoustonDallas, TexasTexas and will be conducted in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 12.01. The Environmental Arbitrator’s determination shall be made within 20 thirty (30) days after submission of the matters in dispute and shall be final and binding upon both the Parties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 12.01 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator; provided, however, that the Environmental Arbitrator will be limited to awarding only one or the other of the two proposed settlement amounts, and; provided, further that the Environmental Arbitrator may not award Buyer its share of any greater Remediation Amount than the Alleged Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Disputed Environmental Defects and/or Remediation Amounts Matters 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 The costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental ArbitratorArbitrator will be borne equally between the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.4 3.03 or Section 3.53.04, then within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his or her award with respect to a Remediation Amountany Disputed Environmental Matter, and subject to Section 12.1(d12.01(e), the Buyer shall, after giving effect to the limitations provided in this Section 12.01 (i) Buyer shall without duplication), pay by wire transfer in immediately available funds to Seller an amount equal to the amount, if any, so awarded by sum of the Actual Remediation Amounts associated with any Disputed Environmental Arbitrator Matter determined in favor of Seller pursuant to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerthis Section 12.01. Nothing herein shall in this Agreement will operate to cause the Closing to be delayed on account of any unresolved Disputed Environmental Matters or any arbitration hereunder conducted pursuant to this Section 12.01(f), and to the extent any adjustments are not agreed upon by the Parties in writing as of the Closing, the Base Purchase Price shall will not be adjusted therefor as of the Closing for such Disputed Environmental Matters at Closing, and subsequent adjustments theretoto the Base Purchase Price, if any, will be made pursuant to Section 3.6 or 3.04 and this Section 12.112.01(f).

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer Xxxxx are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas. The Environmental Arbitrator’s determination shall be made within 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer Xxxxx and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. (i) Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts no later than the three (3) Business Days prior to Closing. If Seller and Buyer are unable Xxxxx fail to agree in writing by Closingsuch time, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e9.2(d). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years ten (10) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Houston, Texas office of the AAA (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article IX. In addition to being bound by and adhering to the Rules and practices of the AAA and applicable law on arbitrator neutrality, the Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both the Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to Article IX and the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determinationRules. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice, nor a lower amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice unless the Arbitrator determines that the alleged Environmental Defect is not an Environmental Defect within the meaning of this Agreement. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific whether a disputed Environmental Defects exists and/or the appropriate Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 Within ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Remediation Amount, and subject to this Section 12.1(d)9.2, (i) Buyer Seller shall pay direct the Escrow Agent to Seller the amount, if any, so awarded by release from the Environmental Arbitrator Dispute Escrow Amount an amount of Preferred Shares with an aggregate Liquidation Preference equal to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause If the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon Remediation Amount ultimately determined by the Parties as of Environmental Arbitrator with respect to any Environmental Defect is less than the ClosingRemediation Amount claimed by Buyer in the applicable Environmental Defect Notice with respect to such Environmental Defect, then within the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.aforesaid ten

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closingthe end of the Environmental Condition Cure Period. If Seller and Buyer are unable to agree by Closingthe end of the Environmental Condition Cure Period, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e11.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least 10 ten years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedTexas, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator Date, and absent such agreement within such time period, then each Party party will nominate a candidate to be select the Environmental Arbitrator, and such candidates so nominated by the Parties Buyer and Seller shall together determine the Environmental Arbitrator within 15 days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 11.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect NoticeCondition Notice or a lesser Remediation Amount than the Remediation Amount claimed by Seller and notwithstanding anything herein to the contrary, the Environmental Arbitrator’s awards are subject to the limitations on liability set forth in Section 11.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 ten days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller Seller, if any, and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing Subject to the parties’ rights pursuant to Section 13.1, nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties Seller and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 3.5 or this Section 12.111.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e3.7. For the avoidance of doubt, an unresolved dispute with respect to one or more Environmental Defects and Remediation Amounts shall not delay Closing and the Parties shall close on the applicable Assets with no adjustment to the Purchase Price, subject to the rights of the Parties pursuant to this Section 3.7(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten (10) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 days fifteen (15) Days after the Closing Date Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 days twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 3.7 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To Subject to the following sentence, to the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 2.3 or Section 3.52.4, then within 10 days ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to this Section 12.1(d)3.7, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein Following the determination by the Environmental Arbitrator of the Remediation Amount with respect to an Asset, Seller may elect to retain the Asset in which case (A) there shall operate be no award to cause the Closing to be delayed on account of any arbitration hereunder and either Party with respect to the extent any adjustments are not agreed upon by Remediation Amount, (B) Seller shall refund to Buyer the Parties as Allocated Value attributable to such Asset and (C) Buyer shall convey the Asset to Seller free and clear of the Closingall encumbrances or other defects in title created by, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 through or this Section 12.1under Buyer.

Environmental Dispute Resolution. (i) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts no later than the three (3) Business Days prior to Closing. If Seller and Buyer are unable fail to agree in writing by Closingsuch time, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e9.2(d). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years ten (10) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Houston, Texas office of the AAA (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas and shall be conducted in accordance with the Rules, to the extent such Rules do not conflict with the terms of this Article IX. In addition to being bound by and adhering to the Rules and practices of the AAA and applicable law on arbitrator neutrality, the Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both the Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to Article IX and the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determinationRules. The Environmental Arbitrator, however, may not award Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice, nor a lower amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice unless the Arbitrator determines that the alleged Environmental Defect is not an Environmental Defect within the meaning of this Agreement. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific whether a disputed Environmental Defects exists and/or the appropriate Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 Within ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Remediation Amount, and subject to this Section 12.1(d)9.2, (i) Buyer Seller shall pay direct the Escrow Agent to Seller the amount, if any, so awarded by release from the Environmental Arbitrator Dispute Escrow Amount an amount of Preferred Shares with an aggregate Liquidation Preference equal to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause If the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon Remediation Amount ultimately determined by the Parties as of Environmental Arbitrator with respect to any Environmental Defect is less than the ClosingRemediation Amount claimed by Buyer in the applicable Environmental Defect Notice with respect to such Environmental Defect, then within the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.aforesaid ten

Environmental Dispute Resolution. Seller Seller’s Representative and Buyer shall attempt to agree on (i) all Environmental Defects and Remediation Amounts prior to Closing, and (ii) the efficacy of any attempted cure of an Environmental Defect promptly upon the expiration of the Cure Period. If Seller Seller’s Representative and Buyer are unable to agree by Closingso agree, the Environmental Defects and/or Defects, Remediation Amounts and/or cure in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e14.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years 15 years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller Seller’s Representative within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then Seller’s Representative on the one hand and Buyer on the other hand shall each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties parties shall together determine the Environmental Arbitrator. The arbitration proceeding Seller’s Representative and the Buyer shall each present to the Environmental Arbitrator, with a simultaneous copy to the other party, a single written statement of its position on the defect in question, together with a copy of this Agreement and any supporting material that such party desires to furnish, not later than the 10th Business Day after appointment of the Environmental Arbitrator. In making the determination, the Environmental Arbitrator, unless the Environmental Arbitrator requests additional information from either party, shall make a determination of the matter submitted based solely on the single written submission of Seller’s Representative and Buyer and shall be held bound by the terms of this Agreement. Provided, however, the Environmental Arbitrator may consider available legal and industry matters as in Houston, Texasthe Environmental Arbitrator’s opinion are necessary or appropriate to make a proper determination. The Environmental Arbitrator’s determination shall be made within 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller Sellers and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller The Seller’s Representative, on the one hand, and Buyer Buyer, on the other hand, shall each bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, then the applicable Environmental Defect Property and all associated Assets shall be excluded from the Assets to be conveyed to Buyer at Closing, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such excluded Environmental Defect Property and associated Assets. Within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller’s Representative of his award with respect to a Remediation Amount (and subject to Section 14.1(c) and Section 14.1(e)), should the Remediation Amount of such Environmental Defect Property (A) not exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), then such Asset(s) so excluded under the terms of this Section 14.1(f) shall be adjusted therefor as assigned to Buyer by the applicable Sellers pursuant to an assignment in the form of the Assignment for the amount by which the Purchase Price was reduced at Closing due to the exclusion of such Asset(s) (as such amount is appropriately adjusted in accordance to Section 3.3 with respect to such Asset(s) and subsequent adjustments theretoin accordance with Section 14.1(c) as a result of the Environmental Arbitrator’s decision), if anyor (B) meet or exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), will be made the Buyer shall have the option to receive an assignment of such Assets in the manner described in subpart (A) above or choose to exclude such Assets permanently pursuant to its rights under Section 3.6 or this Section 12.114.1(c)(iii).

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years ten (10) years’ experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonDenver, TexasColorado. The Environmental Arbitrator’s determination shall be made within 20 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5, Section 3.6 or this Section 12.1, as applicable.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)3.21. There shall be a single arbitrator, who shall be an environmental attorney consultant with at least 10 ten years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedexperience, as selected by mutual agreement of Buyer and Seller within 15 days Days after the Closing Date end of the Cure Period, and absent such agreement, by the CPR (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas, to the extent such rules do not conflict with the terms of this Section 3.21. The Environmental Arbitrator’s determination shall be made within 20 days as soon as possible, but in no event later than 15 Days after submission of the matters in dispute and shall be final binding on and binding upon both non appealable by the Parties, without right of appeal. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in provisions of this Section 12.1 Agreement and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and 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 of Seller and Buyer shall bear one-half of the costs The fees and expenses of associated with the Environmental ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Environmental Defect Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.4 or Section 3.52.4, then within 10 days ten Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Remediation an Environmental Defect Amount, and subject to Section 12.1(d), (ia) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (iib) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein , and the Party obligated to make a payment pursuant to clause (a) or (b) preceding shall operate to cause include as a part of such payment interest on the amount due at the Prime Rate from (and including) the Closing Date to be delayed on account (and excluding) the date of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1payment.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to the Closing. If Seller and Buyer are unable to agree by the Closing, the Environmental Defects and/or Remediation Amounts such matters in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)9.1(e) . There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten (10) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Oil and Gas Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Denver, Colorado office of the American Arbitration Association (the “"Environmental Arbitrator”"). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonDenver, TexasColorado, 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 Article. The Environmental Arbitrator’s 's determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 9.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party any party with respect to any matter. Seller Seller, on one hand, and Buyer Buyer, on the other hand, shall each bear its own legal fees and other costs of presenting its case. Each of Seller Seller, on one hand, and Buyer Buyer, on the other hand, shall bear one-half of the costs and expenses of the Environmental Arbitrator. If the Environmental Arbitrator does not make his determination regarding a disputed matter prior to the Closing, then the Purchase Price pursuant to Section 1.3 shall be reduced by the Remediation Amount claimed by Buyer for the disputed matter and the Remediation Amount claimed by Buyer shall be deposited by Buyer with the Escrow Agent at Closing to be held by the Escrow Agent under the terms of the Escrow Agreement and this Agreement. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is does not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5occur before Closing, then within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, Seller and subject Buyer shall deliver joint written instructions to Section 12.1(d), the Escrow Agent to (i) pay to Buyer shall the amount, if any, so awarded by the Environmental Arbitrator to Buyer (and any interest earned thereon) and (ii) to pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller (and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1interest earned thereon).

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closingso agree, the Environmental Defects and/or Remediation Amounts then in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)Article 13.1. There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten (10) years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 fifteen (15) days after the Closing Date Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “"Environmental Arbitrator”"). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s 's determination shall be made within 20 twenty (20) days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Article 13.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5Article 3.6, then within 10 ten (10) days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d)Article 13.1, (iincluding Seller's rights under Article 13.1(b)(b)(iii),(i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. The parties agree to attempt to initially resolve all disputes concerning Environmental Matters through good faith negotiations. If the parties cannot resolve such disputes within the time period set forth in Section 5.3(c) to resolve such disputes, the parties agree to submit all such disputes to binding arbitration to be finally determined by an arbitrator mutually agreeable by Seller and Buyer shall attempt to agree on all Environmental Defects taking into account appropriate factors and Remediation Amounts prior to Closingemploying such independent attorneys and petroleum and/or environmental engineers as the arbitrator deems necessary or as reasonably requested by the parties. If Seller and Buyer are unable to cannot mutually agree by Closingon the selection of an arbitrator after ten (10) days, the Environmental Defects and/or Remediation Amounts in dispute arbitrator shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date American Arbitration Association. On or before ten (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas. The Environmental Arbitrator’s determination shall be made within 20 10) days after submission of the matters matter to arbitration, Buyer and Seller shall present their respective positions in dispute and 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 thirty (30) days after submission of Buyer’s and binding upon both Parties, without right of appealSeller’s positions to the arbitrator. In making his determinationThe costs incurred in employing the arbitrator shall be borne equally by Seller and Buyer. After the arbitrator makes a determination as to the disputes, the Environmental Arbitrator arbitrator shall instruct the parties to implement its decision or to pay monies, as appropriate. A decision may be bound filed in any court of competent jurisdiction and may be enforced by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider any party as a final judgment or such other matters as in the opinion of the Environmental Arbitrator are necessary court. If Buyer claims or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed asserts Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damagesthe aggregate amount of which, interest or penalties to either Party together with respect to any matter. Seller and Buyer shall each bear its own legal fees and all other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment adjustments to the Purchase Price pursuant asserted by Buyer and Assets removed from this Agreement, would allow Seller or Buyer to terminate this Agreement under Section 3.4 2.5 (but neither Buyer nor Seller has elected to terminate this Agreement), but Seller disputes the existence or amount of such Environmental Defects and such disputes are submitted for resolution under this Section 3.55.10, then within 10 Closing will be postponed until five (5) business days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award arbitrator makes a determination with respect to a Remediation Amountsuch dispute, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to with Seller and Buyer retaining their rights to terminate this Agreement under Section 2.5 until four (ii4) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1business days after such determination is made.

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closingthe end of the Environmental Condition Cure Period. If Seller Xxxxxx and Buyer Xxxxx are unable to agree by Closingthe end of the Environmental Condition Cure Period, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e11.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least 10 ten years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedTexas, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator Date, and absent such agreement within such time period, then each Party party will nominate a candidate to be select the Environmental Arbitrator, and such candidates so nominated by the Parties Xxxxx and Seller shall together determine the Environmental Arbitrator within 15 days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, TexasTexas 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 Article. The Environmental Arbitrator’s determination shall be made within 20 days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 11.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect NoticeCondition Notice or a lesser Remediation Amount than the Remediation Amount claimed by Seller and notwithstanding anything herein to the contrary, the Environmental Arbitrator’s awards are subject to the limitations on liability set forth in Section 11.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.4 or Section 3.5, then within 10 ten days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller Seller, if any, and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing Subject to the parties’ rights pursuant to Section 13.1, nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties Seller and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 3.5 or this Section 12.111.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closingthe end of the Environmental Cure Period, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e12.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least 10 years of experience in environmental matters involving oil and gas producing properties in the regional area in which the affected RTP Assets are located, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date end of the Environmental Cure Period (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonFort Worth, Texas. The Environmental Arbitrator’s Arbitrator shall use reasonable efforts to make the determination shall be made within 20 days after submission of the matters in dispute and such determination 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 this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Buyer its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation 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 of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Cash Amount pursuant to Section 3.4 3.3 or Section 3.53.4, then within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d12.1(e), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price Cash Amount shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 3.5 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12.1(e)5.5. There shall be a single arbitrator, who shall be an environmental attorney with at least 10 ten years experience in environmental matters involving oil and gas producing properties in the regional area in which the affected Assets are locatedColorado, as selected by mutual agreement of Buyer and Seller within 15 days after the Closing Date Date, and absent such agreement, by the American Arbitration Association (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonDenver, TexasColorado 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 5.5. The Environmental Arbitrator’s determination shall be made within 20 days after submission of the matters in dispute and shall be final and binding upon both Partiesparties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 5.5 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer its share of any a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party party and may not award damages, interest or penalties to either Party party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price in the Final Settlement Statement pursuant to Section 3.4 or Section 3.513.1, then within 10 ten days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1(d)Article V, (i) Buyer the Environmental Arbitrator shall instruct the Escrow Agent to pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to or Buyer the amount, if any, so awarded by appropriate funds from the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1Escrow Account.