CONSIDERATION FOR TITLE DEFECTS AND
ENVIRONMENTAL DEFECTS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 6.12 AND
SECTION 6.14, SHALL NOT EXCEED AN AMOUNT EQUAL TO $145,000,000.
(I)
TITLE DISPUTE RESOLUTION. QUICKSILVER
AND BREITBURN SHALL ATTEMPT TO AGREE ON ALL TITLE DEFECTS, TITLE BENEFITS, TITLE
DEFECT AMOUNTS AND TITLE BENEFIT AMOUNTS PRIOR TO CLOSING. IF QUICKSILVER AND
BREITBURN ARE UNABLE TO AGREE BY CLOSING, (1) ALL TITLE DEFECTS, TITLE BENEFITS,
TITLE DEFECT AMOUNTS AND TITLE BENEFIT AMOUNTS IN DISPUTE SHALL BE EXCLUSIVELY
AND FINALLY RESOLVED PURSUANT TO THIS SECTION 6.12(I), (2) THERE SHALL BE NO
REDUCTION OR INCREASE IN THE
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INITIAL CONSIDERATION AT CLOSING WITH RESPECT TO THE TITLE DEFECTS, TITLE
BENEFITS, TITLE DEFECT AMOUNTS AND/OR TITLE BENEFIT AMOUNTS IN DISPUTE, AND
(3) ALL ADJUSTMENTS AND PAYMENTS, IF ANY, WITH RESPECT THERETO FOLLOWING CLOSING
SHALL BE MADE PURSUANT TO THIS SECTION 6.12.(I). THERE SHALL BE A SINGLE
ARBITRATOR, WHO SHALL BE A TITLE ATTORNEY WITH AT LEAST TEN (10) YEARS
EXPERIENCE IN OIL AND GAS TITLE AND WHO SHALL NOT HAVE PERFORMED PROFESSIONAL
SERVICES FOR EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES DURING THE
PREVIOUS FIVE YEARS, AS SELECTED BY MUTUAL AGREEMENT OF BREITBURN AND
QUICKSILVER WITHIN FIFTEEN (15) DAYS AFTER THE END OF THE CURE PERIOD, AND
ABSENT SUCH AGREEMENT, BY THE DALLAS OFFICE OF THE AMERICAN ARBITRATION
ASSOCIATION (THE "TITLE ARBITRATOR"). THE ARBITRATION PROCEEDING SHALL BE HELD
IN DALLAS, TEXAS AND SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, TO THE EXTENT SUCH
RULES DO NOT CONFLICT WITH THE TERMS OF THIS ARTICLE. 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 BOTH PARTIES, WITHOUT
RIGHT OF APPEAL. IN MAKING HIS DETERMINATION, THE TITLE ARBITRATOR SHALL BE
BOUND BY THE RULES SET FORTH IN THIS SECTION 6.12 AND, SUBJECT TO THE FOREGOING,
MAY CONSIDER SUCH OTHER MATTERS AS IN THE OPINION OF THE TITLE ARBITRATOR ARE
NECESSARY TO MAKE A PROPER DETERMINATION. THE TITLE ARBITRATOR, HOWEVER, MAY NOT
AWARD BREITBURN A GREATER TITLE DEFECT AMOUNT THAN THE TITLE DEFECT AMOUNT
CLAIMED BY BREITBURN IN ITS APPLICABLE TITLE DEFECT NOTICE (OR AN AMOUNT THAT
WOULD BE GREATER THAN THE APPLICABLE PRELIMINARY ALLOCATED VALUE) AND MAY NOT
AWARD QUICKSILVER A GREATER TITLE BENEFIT AMOUNT THAN THE TITLE BENEFIT AMOUNT
CLAIMED BY QUICKSILVER IN ITS APPLICABLE TITLE BENEFIT NOTICE. THE TITLE
ARBITRATOR SHALL ACT AS AN EXPERT FOR THE LIMITED PURPOSE OF DETERMINING THE
SPECIFIC DISPUTED TITLE DEFECT, TITLE BENEFIT, TITLE DEFECT AMOUNTS AND/OR TITLE
BENEFIT AMOUNTS SUBMITTED BY EITHER PARTY AND MAY NOT AWARD DAMAGES, INTEREST OR
PENALTIES TO EITHER PARTY WITH RESPECT TO ANY MATTER. QUICKSILVER AND BREITBURN
SHALL BEAR THEIR RESPECTIVE LEGAL FEES AND OTHER COSTS OF PRESENTING THE CASE.
EACH OF QUICKSILVER AND BREITBURN SHALL BEAR ONE-HALF OF THE COSTS AND EXPENSES
OF THE TITLE ARBITRATOR. TO THE EXTENT THAT THE AWARD OF THE TITLE ARBITRATOR
WITH RESPECT TO ANY TITLE