DEFECT
AMOUNTS FOR THE ASSERTED TITLE DEFECTS SHALL BE USED TO DETERMINE THE EFFECTIVE
TIME ADJUSTMENT PURSUANT TO SECTION 2.2, AND ALL ASSERTED TITLE DEFECTS AND
ASSERTED TITLE DEFECT AMOUNTS IN DISPUTE SHALL BE EXCLUSIVELY AND FINALLY
RESOLVED BY ARBITRATION PURSUANT TO THIS SECTION 3.3(F).
DURING THE TEN (10)
BUSINESS DAY PERIOD FOLLOWING THE CLOSING DATE, ASSERTED TITLE DEFECTS AND
ASSERTED TITLE DEFECT AMOUNTS IN DISPUTE SHALL BE SUBMITTED TO AN ATTORNEY WITH
AT LEAST TEN (10) YEARS OF EXPERIENCE IN OIL AND GAS AND PIPELINE TITLES IN THE
SOUTHWESTERN VIRGINIA AS SELECTED BY MUTUAL AGREEMENT OF PMOG AND EQUITABLE (THE
"TITLE ARBITRATOR").
THE ARBITRATION PROCEEDING SHALL BE HELD IN PITTSBURGH,
PENNSYLVANIA AND SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AS OF THE
DATE HEREOF, TO THE EXTENT SUCH RULES DO NOT CONFLICT WITH THE TERMS OF THIS
SECTION 3.3(F).
THE TITLE ARBITRATOR'S DETERMINATION SHALL BE MADE WITHIN
TWENTY (20) DAYS AFTER SUBMISSION OF THE MATTERS IN DISPUTE AND SHALL BE FINAL
AND BINDING UPON THE PARTIES, WITHOUT RIGHT OF APPEAL.
IN MAKING HIS
DETERMINATION, THE TITLE ARBITRATOR SHALL BE BOUND BY THE RULES SET FORTH IN
SECTION 3.3(E) AND MAY CONSIDER SUCH OTHER MATTERS AS IN THE OPINION OF THE
TITLE ARBITRATOR ARE NECESSARY OR HELPFUL TO MAKE A PROPER DETERMINATION.
ADDITIONALLY, WITH THE PRIOR WRITTEN CONSENT OF PMOG AND EQUITABLE, THE TITLE
ARBITRATOR MAY CONSULT WITH AND ENGAGE DISINTERESTED THIRD PARTIES TO ADVISE THE
TITLE ARBITRATOR, INCLUDING TITLE ATTORNEYS FROM OTHER STATES AND PETROLEUM
ENGINEERS.
IN NO EVENT SHALL ANY ASSERTED TITLE DEFECT AMOUNT EXCEED THE
ESTIMATE GIVEN BY PMOG IN ITS CLAIM NOTICE DELIVERED IN ACCORDANCE WITH SECTION
3.3(A).
THE TITLE ARBITRATOR SHALL ACT AS AN EXPERT FOR THE LIMITED PURPOSE OF
DETERMINING THE SPECIFIC DISPUTED ASSERTED TITLE DEFECTS AND ASSERTED TITLE
DEFECT AMOUNTS SUBMITTED BY EITHER PMOG OR EQUITABLE AND MAY NOT AWARD DAMAGES,
INTEREST OR PENALTIES TO EITHER PMOG OR EQUITABLE WITH RESPECT TO ANY MATTER.
EQUITABLE AND PMOG SHALL EACH BEAR ITS OWN LEGAL FEES AND OTHER COSTS OF
PRESENTING ITS CASE.
EACH OF EQUITABLE AND PMOG SHALL BEAR ONE-HALF OF THE
COSTS AND EXPENSES OF THE TITLE ARBITRATOR.
Section 3.4
Consents to Assignment and Preferential Rights to
Purchase.
(A)
EQUITABLE WILL USE REASONABLE EFFORTS, CONSISTENT WITH INDUSTRY PRACTICES
IN TRANSACTIONS OF THIS TYPE, TO IDENTIFY, WITH RESPECT TO ALL ASSETS, THE NAMES
AND ADDRESSES OF ALL PARTIES HOLDING PREFERENTIAL RIGHTS AND CONSENTS APPLICABLE
TO THE TRANSACTIONS CONTEMPLATED HEREBY.
IN ATTEMPTING TO IDENTIFY THE NAMES
AND ADDRESSES OF SUCH PARTIES HOLDING SUCH PREFERENTIAL RIGHTS AND CONSENTS,
EQUITABLE SHALL IN NO EVENT BE OBLIGATED TO GO BEYOND ITS OWN RECORDS.
EQUITABLE WILL REQUEST, FROM THE PARTIES SO IDENTIFIED (AND FROM ANY PARTIES
IDENTIFIED BY PMOG PRIOR TO CLOSING WHO HAVE PREFERENTIAL RIGHTS OR FROM WHOM A
CONSENT MAY BE REQUIRED), IN ACCORDANCE WITH THE DOCUMENTS CREATING SUCH RIGHTS,
EXECUTION OF WAIVERS OF PREFERENTIAL RIGHTS OR CONSENTS SO IDENTIFIED.
EQUITABLE SHALL HAVE NO OBLIGATION OTHER THAN