DISPUTES, CONTROVERSIES OR
OTHER MATTERS IN QUESTION ARISING OUT OF OR RELATING TO TITLE ISSUES,
ENVIRONMENTAL ISSUES, OR CALCULATION OF THE STATEMENT OR REVISIONS THERETO (ALL
OF WHICH ARE REFERRED TO HEREIN AS "DISPUTES" WHICH TERM SHALL NOT INCLUDE ANY
OTHER DISPUTES CLAIMS, DISPUTES, CONTROVERSIES OR OTHER MATTERS IN QUESTION
ARISING UNDER THIS AGREEMENT) SHALL BE RESOLVED IN THE MANNER PRESCRIBED BY THIS
ARTICLE XVI.
SECTION 16.02
SENIOR MANAGEMENT. IF A DISPUTE OCCURS THAT THE SENIOR
REPRESENTATIVES OF THE PARTIES RESPONSIBLE FOR THE TRANSACTION CONTEMPLATED BY
THIS AGREEMENT HAVE BEEN UNABLE TO SETTLE OR AGREE UPON WITHIN A PERIOD OF
FIFTEEN (15) DAYS AFTER SUCH DISPUTE AROSE, SELLERS SHALL NOMINATE AND COMMIT
ONE OF ITS SENIOR OFFICERS, AND BUYER SHALL NOMINATE AND COMMIT ONE OF ITS
SENIOR OFFICERS, TO MEET AT A MUTUALLY AGREED TIME AND PLACE NOT LATER THAN
THIRTY (30) DAYS AFTER THE DISPUTE HAS ARISEN TO ATTEMPT TO RESOLVE SAME. IF
SUCH SENIOR MANAGEMENT HAVE BEEN UNABLE TO RESOLVE SUCH DISPUTE WITHIN A PERIOD
OF FIFTEEN (15) DAYS AFTER SUCH MEETING, OR IF SUCH MEETING HAS NOT OCCURRED
WITHIN FORTY-FIVE (45) DAYS FOLLOWING SUCH DISPUTE ARISING, THEN EITHER PARTY
SHALL HAVE THE RIGHT, BY WRITTEN NOTICE TO THE OTHER, TO RESOLVE THE DISPUTE
THROUGH THE RELEVANT INDEPENDENT EXPERT PURSUANT TO SECTION 16.03.
SECTION 16.03
DISPUTE BY INDEPENDENT EXPERT.
(A)
EACH PARTY SHALL HAVE THE RIGHT TO SUBMIT DISPUTES REGARDING TITLE
ISSUES, ENVIRONMENTAL ISSUES, OR CALCULATION OF THE STATEMENT OR REVISIONS
THERETO, TO AN INDEPENDENT EXPERT APPOINTED IN ACCORDANCE WITH THIS SECTION
16.03 (EACH, AN "INDEPENDENT EXPERT"), WHO SHALL SERVE AS SOLE ARBITRATOR. THE
INDEPENDENT EXPERT SHALL BE APPOINTED BY MUTUAL AGREEMENT OF THE PARTIES FROM
AMONG CANDIDATES WITH EXPERIENCE AND EXPERTISE IN THE AREA THAT IS THE SUBJECT
OF SUCH DISPUTE, AND FAILING SUCH AGREEMENT, SUCH INDEPENDENT EXPERT FOR SUCH
DISPUTE SHALL BE SELECTED IN ACCORDANCE WITH THE RULES (AS DEFINED IN SUBSECTION
(B) OF THIS SECTION 16.03).
30
(B)
DISPUTES TO BE RESOLVED BY AN INDEPENDENT EXPERT SHALL BE RESOLVED
IN ACCORDANCE WITH MUTUALLY AGREED PROCEDURES AND RULES AND FAILING SUCH
AGREEMENT, IN ACCORDANCE WITH THE RULES AND PROCEDURES OF THE TEXAS ARBITRATION
ACT AND THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION TO THE EXTENT SUCH
RULES DO NOT CONFLICT WITH SUCH TEXAS ARBITRATION ACT OR THE PROVISIONS OF THIS
AGREEMENT THE INDEPENDENT EXPERT SHALL BE INSTRUCTED BY THE PARTIES TO RESOLVE
SUCH DISPUTE AS SOON AS REASONABLY PRACTICABLE IN LIGHT OF THE CIRCUMSTANCES.
THE DECISION AND AWARD OF THE INDEPENDENT EXPERT SHALL BE BINDING UPON THE
PARTIES AS AN AWARD UNDER THE FEDERAL ARBITRATION ACT AND FINAL AND
NONAPPEALABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND JUDGMENT THEREON MAY
BE ENTERED IN A COURT OF COMPETENT JURISDICTION AND ENFORCED BY ANY PARTY AS A
FINAL JUDGMENT OF SUCH COURT.
(C)
THE CHARGES AND EXPENSES OF THE ARBITRATOR SHALL BE SHARED EQUALLY
BY SELLERS AND BUYER.
(D)
ANY ARBITRATION HEARING HELD PURSUANT TO SECTION 16.03 SHALL BE
HELD IN HOUSTON, TEXAS
SECTION 16.04
LIMITATION