Common use of Dispute Procedure Clause in Contracts

Dispute Procedure. If SCT delivers a notice of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, and the Parties' consent to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellers.

Dispute Procedure. (a) If SCT delivers within forty-five (45) days following delivery of the Closing Adjustment Amount calculation Buyer has not given Seller written notice of its objection as to the Closing Adjustment Amount calculation (which notice shall state the basis of Buyer’s objection in reasonable detail), then the Closing Adjustment Amount calculated by Seller shall be binding and conclusive on the parties. (b) If within forty-five (45) days following each delivery of the Annual Earn-out Amount calculation Seller has not given Buyer written notice of its objections to such Annual Earn-out Amount calculation (which notice shall state the basis of Seller’s objection in reasonable detail, to the extent Seller has sufficient information to do so), then such Annual Earn-out Amount calculated by Buyer shall be binding and conclusive on the parties. (c) If either party duly gives the other party a notice of disagreement objection pursuant to Section 2.3(c2.10(a) or (b), SCT and Purchaser shall, during if Seller and Buyer fail to resolve the issues outstanding with respect to the calculation of the Closing Adjustment Amount or the Earn-out Amount within thirty (30) days following such deliveryafter the applicable party’s receipt of the objection notice, use their reasonable efforts Seller and Buyer shall submit the issues remaining in dispute to reach agreement on the disputed items or amounts (the "Disputed Amounts"). IfDeloitte & Touche USA LLP, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator")“Independent Accountants”) for resolution applying the principles, promptly to review this Agreementpolicies, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as practices set forth in Section 11.12 of this Agreement, and the Parties' consent on Exhibit J. If issues are submitted to the jurisdiction of the courts identified in Section 11.3 of this Agreement Independent Accountants for all purposes in connection with the arbitrationresolution, including (i) enforcement of Seller and Buyer shall furnish or cause to be furnished to the arbitration award Independent Accountants such work papers and (ii) issuance of provisional remedies other documents and information relating to protect rights, interests, Assets the disputed issues as the Independent Accountants may request and are available to that party or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator its agents and shall be final and binding on afforded the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company opportunity to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellers.

Dispute Procedure. The Securityholder Representative shall have a period of up to forty-five (45) days from the delivery of each Earn-Out Statement to deliver a written notice (an “Earn-Out Dispute Notice”) to Buyer disagreeing with any calculation or amount in such Earn-Out Statement and setting forth a calculation of the applicable Earn-Out Payment and specifying the items or amounts as to which the Securityholder Representative disagrees. If SCT delivers no Earn-Out Dispute Notice is received by Buyer on or prior to the close of business on the last day of such forty-five (45)-day period, the Earn-Out Statement and the calculation of the Earn-Out Payments set forth therein shall be deemed accepted by the Securityholder Representative on behalf of all Holders and participants in the EPP. If any such Earn-Out Dispute Notice is timely provided, Buyer and the Securityholder Representative shall use their commercially reasonable good faith efforts for a notice period of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on resolve any disagreements with respect to the disputed items or amounts (the "Disputed Amounts")calculation of any Earn-Out Payments. If, during at the end of such period, SCT and Purchaser they are unable to reach resolve such agreementdisagreement(s), they shall promptly thereafter cause PricewaterhouseCoopers LLP then within five (or if said firm 5) Business Days such disagreements shall be unwilling to act thereunder or shall be engaged to perform any material services referred to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and Independent Accountant who shall resolve any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitratorremaining disagreements. The Accounting Arbitrator Independent Accountant shall deliver to SCT and Purchaser, review those items remaining in dispute as promptly as practicable and practicable, but in any event no later than 90 within thirty (30) days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the date on which such dispute is referred to the Independent Accountant, based solely on written submissions to the Independent Accountant by the Securityholder Representative and Buyer and not on its independent review of the Accounting Arbitrator Earn-Out Statement, and report shall determine whether and to what extent (if any) any Earn-Out Payment requires adjustment. Each of the parties to this Agreement agrees to use its commercially reasonable good faith efforts to cooperate with the Independent Accountant (including by executing an engagement letter acceptable to it) and to cause the Independent Accountant to resolve any such dispute as soon as practicable after the commencement of the Independent Accountant’s engagement. With respect to each disputed item, such determination shall be equal to either (i) the amount advocated by the Securityholder Representative in the Earn-Out Dispute Notice, or (ii) the amount advocated by Buyer in the Earn-Out Statement with respect to such disputed item. Under no circumstance will the Independent Accountant have any right, discretion or authority to choose any result other than (i) or (ii). For the avoidance of doubt, the Independent Accountant shall not review any items or make any determination with respect to any matter other than those matters in the Earn-Out Dispute Notice that are in dispute. The fees and expenses relating to the work performed by the Independent Accountant pursuant to this Section 3.4 shall be borne equally in their entirety either by SCT Buyer, on one hand, or by the Holders and Purchaserthe EPP Unitholders, on the other hand, such that the party who submitted the amount the Independent Accountant chooses shall not be responsible for such related fees and expenses. Subject to Section 9.7, any amounts to be paid by the Holders and the EPP Unitholders to Buyer shall be paid from any remaining Indemnification Sources. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out determination of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration Independent Accountant shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, and the Parties' consent a written statement delivered to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award Securityholder Representative and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator Buyer and shall be final final, non-appealable, conclusive and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellersparties.

Dispute Procedure. (a) If SCT delivers within 30 days following delivery of the Adjustment Amount calculation Buyer has not given Seller written notice of its objection as to the Adjustment Amount calculation (which notice shall state the basis of Buyer’s objection), then the Adjustment Amount calculated by Seller shall be binding and conclusive on the parties. (b) If within 30 days following the delivery of the Earn-out Amount calculation either Seller or a Shareholder has not given Buyer written notice of its objections to the Earn-out Amount calculation (which notice shall state the basis of Seller’s or the Shareholders’ objection), then the Earn-out Amount calculated by Buyer shall be binding and conclusive on the parties. Notice by one Shareholder shall be deemed to be given on behalf of and with the concurrence and agreement of both Shareholders. (c) If either party duly gives the other party a notice of disagreement objection pursuant to Section 2.3(c2.10(a) or (b), SCT and Purchaser shall, during if Seller and Buyer fail to resolve the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services issues outstanding with respect to the Purchaser calculation of the Adjustment Amount or the Sellers or their AffiliatesEarn-out Amount within 30 days after the applicable party’s receipt of the objection notice, such other Seller and Buyer shall submit the issues remaining in dispute to Deloitte & Touche USA LLP, independent public accountants of nationally recognized standing reasonably or another independent public accounting firm mutually satisfactory to SCT and Purchaser) the parties (the "Accounting Arbitrator")“Independent Accountants”) for resolution applying the applicable principles, promptly policies, and practices referred to review this Agreement, the documents delivered pursuant to Section 2.3(cin Sections 2.8(a) and any 2.9(b) and (c). If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents necessary and information relating to calculate the Disputed Amounts (including all work papers of disputed issues as the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver Independent Accountants may request and are available to SCT that party or its agents and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and binding upon SCT and Purchaser. The cost of to discuss the review of issues with the Accounting Arbitrator and report shall be borne equally Independent Accountants; (ii) the determination by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated herebyIndependent Accountants, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 a notice to be delivered to both Seller and Buyer within 60 days of this Agreementthe submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding, and conclusive on the Parties' consent to the jurisdiction parties; and (iii) Seller and Buyer will each bear 50% of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement fees and costs of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the SellersIndependent Accountants for such determination.

Dispute Procedure. If SCT delivers The parties have contracted out of the dispute resolution procedures contained in the LRA and accordingly all disputes that would otherwise have been referred to arbitration or adjudicated in terms of the LRA will be dealt with and resolved in terms of this dispute procedure. Neither party may refer a notice of disagreement pursuant dispute to Section 2.3(c)the Commission for Conciliation, SCT Mediation and Purchaser Arbitration or a Bargaining Council nor may any such dispute be referred to any court for adjudication. The Employee shall, during before embarking on the thirty dispute procedure, utilise and exhaust any appropriate in-house procedures. Only once the in-house procedures have been exhausted shall the Employee be entitled to declare a dispute. A party shall not be obliged to observe the provisions of this clause where it is appropriate for that party to institute urgent legal proceedings in any court. The arbitrator shall be agreed upon by the parties in writing within seven (307) days following such delivery, use their reasonable efforts of either party requesting arbitration. If the parties fail to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm the arbitrator shall be unwilling to act thereunder or shall be engaged to perform any material services to appointed by the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers Chairman of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost Arbitration Foundation of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claimSouthern Africa. The arbitration shall be held in Washington, D.C. Pretoria and the parties shall endeavour to ensure that it is completed within sixty (60) days after notice requiring the dispute to be referred to arbitration. The governing Law arbitration proceedings shall be confidential and shall only be open to those parties who have a specific interest in the outcome thereof. The arbitration shall be governed by the Arbitration Act 42 of 1965 as set forth amended from time to time or any other relevant legislation. The procedure to be followed in Section 11.12 the arbitration shall be determined by the arbitrator with due regard to the provisions of this Agreement, clause and the Parties' consent requirements of the parties. The arbitrator may, if so required by either party, seek to conciliate the dispute at any time during the arbitration. The arbitrator will have the same powers in relation to the jurisdiction arbitration as the arbitrator or court to which the dispute would otherwise have been referred in terms of the courts identified LRA, would have had. The arbitrator's decision shall be final and binding. The arbitrator shall give reasons for his award, if so requested by either party. Each party shall bear its own costs in Section 11.3 of this Agreement for connection with the arbitration. The arbitrator's charges and all purposes other costs in connection with the arbitration, for example the cost of hiring the venue and recording facilities, shall be borne by the parties in equal shares. If either party initiates or defends the arbitration vexatiously or frivolously, the arbitrator shall order such party to pay all costs and charges including (i) enforcement the costs of the arbitration award other party on an attorney and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellersclient basis.

Dispute Procedure. If SCT delivers (i) The Holder Representative shall have a notice period of disagreement pursuant up to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following from the delivery of each Additional Payment Certificate to deliver a written notice (a “Dispute Notice”) to Parent disagreeing with any calculation or amount in such delivery, use their reasonable efforts to reach agreement on Additional Payment Certificate and setting forth a calculation of the disputed applicable Additional Payment and specifying the items or amounts as to which the Holder Representative disagrees, together with the materials presented therewith and the work papers used in the preparation thereof. The Holder Representative and his legal and accounting advisors shall have reasonable access to all relevant books and records and employees of Parent and the Surviving Corporation to the extent required to complete his review of the Earn-Out Calculation; provided, that such access shall not unreasonably disrupt the personnel and operations of Parent or the Surviving Corporation, as the case may be. If no Dispute Notice is received by Parent on or prior to the close of business on the last day of such 30-day period, the Additional Payment Certificate and the calculation of the Additional Payment shall be deemed accepted by the Holder Representative on behalf of all Stockholders. If any such Dispute Notice is timely provided, Parent and the Holder Representative shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the "Disputed Amounts")calculation of any Additional Payment. If, during at the end of such period, SCT and Purchaser they are unable to reach resolve such agreementdisagreement(s), then an independent accounting or consulting firm of recognized national standing as may be mutually selected by Parent and the Holder Representative (the “Arbiter”) shall resolve any remaining disagreements. (ii) The Holder Representative shall have the right to request from time to time (but no more frequently than every other calendar month) an accounting of all Page Views (an “Accounting”), which will be provided to the Holder Representative as soon as reasonably practicable following any such request, but in no event longer than fifteen (15) days from the date of such request. In the event that the Holder Representative disagrees with any such Accounting, the Holder Representative will have a period of up to thirty (30) days from the delivery of such Accounting to deliver a Dispute Notice to Parent disagreeing with such Accounting and specifying in detail the items or amounts as to which the Holder Representative disagrees, together with the materials presented therewith and the work papers used in the preparation thereof. The Holder Representative and his legal advisors shall have reasonable access to all relevant books and records and employees of Parent and the Surviving Corporation to the extent required to complete his review of the Accounting; provided, that such access shall not unreasonably disrupt the personnel and operations of Parent or the Surviving Corporation, as the case may be. If any such Dispute Notice is provided, Parent and the Holder Representative shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Accounting. If, at the end of such period, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling are unable to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, resolve such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"disagreement(s), promptly to then the Arbiter shall resolve any remaining disagreements. (iii) The Arbiter shall review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used those items remaining in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, dispute as promptly as practicable and practicable, but in any event no later than 90 within thirty (30) days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the date on which such dispute is referred to the Arbiter, based solely on written submissions to the Arbiter by the Holder Representative and Parent and not on its independent review of the Additional Payment Certificate or Accounting, as the case may be, and shall determine whether and to what extent (if any) the Additional Payment or Accounting Arbitrator requires adjustment. The fees and report expenses relating to the work performed by the Arbiter shall be borne equally pro rata by SCT Parent on one hand and Purchaserby the Holder Representative on the other hand in inverse proportion to the allocation made by the Arbiter of the amount of the unresolved items, in the aggregate, between Parent and the Holder Representative, such that the party with whom the Arbiter agrees more closely pays a lesser proportion of the fees and expenses. Any amounts to be paid by the Holder Representative to Parent shall be paid from the Escrow Fund or, if the Escrow Fund is exhausted, any Earn-Out Payments. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out determination of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration Arbiter shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, and the Parties' consent a written statement delivered to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award Holder Representative and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator Parent and shall be final final, conclusive and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellersparties.

Dispute Procedure. (a) If SCT delivers within forty-five (45) days following delivery of the Earn-out Amount calculation Seller has not given Buyer written notice of its objections to the Earn-out Amount calculation (which notice shall state the basis of Seller’s objection in reasonable detail), then the Earn-out Amount calculated by Buyer shall be binding and conclusive on the parties. (b) If either party duly gives the other party a notice of disagreement objection pursuant to Section 2.3(c1.4 (a), SCT and Purchaser shall, during if Seller and Buyer fail to resolve the issues outstanding with respect to the calculation of the Earn-out Amount within thirty (30) days following such deliveryafter the applicable party’s receipt of the objection notice, use their reasonable efforts Seller and Buyer shall submit the issues remaining in dispute to reach agreement on the disputed items or amounts (the "Disputed Amounts"). IfDeloitte & Touche USA LLP, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator")“Independent Accountants”) for resolution applying the principles, promptly policies, and practices set forth on Exhibit A. If issues are submitted to review this Agreementthe Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the documents delivered pursuant to Section 2.3(c) Independent Accountants such work papers and any other documents necessary and information relating to calculate the Disputed Amounts (including all work papers of disputed issues as the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver Independent Accountants may request and are available to SCT that party or its agents and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and binding upon SCT and Purchaser. The cost of to discuss the review of issues with the Accounting Arbitrator and report shall be borne equally Independent Accountants; (ii) the determination by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated herebyIndependent Accountants, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 a notice to be delivered to Seller and Buyer within forty-five (45) days of this Agreementthe submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding, and conclusive on the Parties' consent to the jurisdiction parties; and (iii) Seller and Buyer will each bear 50% of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement fees and costs of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the SellersIndependent Accountants for such determination.

Dispute Procedure. If SCT delivers SECTION 28.1: In the event a notice jurisdictional dispute arises by and between Local Union #6 Illinois Bricklayers & Allied Craftworkers (hereafter Bricklayers) shall take all steps necessary to promptly resolve the dispute, however, in no event shall these be any work stoppage by either union regarding this dispute. Further, there shall be no lawsuit filed over any jurisdictional issues nor shall any Trust Fund file suit to claim that the work covered under a particular collective bargaining agreement should be included in the claim by the Fund where there is evidence that contributions were paid to a separate fund. Absent an agreement of disagreement pursuant to Section 2.3(c)the unions, SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement assignment of work by the Employer shall be binding on the disputed items or amounts unions. 1. Representatives of the affected trades shall meet on the job site within forty-eight (48) hours after receiving notice in an effort to resolve this dispute. (In the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to event there is a dispute between affiliates of the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreementsame International, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers decision of the Parties used in calculating general president of his/her designee as the Disputed Amounts). In making such calculationInternational dispute authority of that International, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, constitute a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to decision.) Any agreement reached at this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, and the Parties' consent to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator step shall be final and binding on all parties. The Employer retains the Parties and that they waive any right to appeal effectuate an interim decision with respect to jurisdictional disputed pending the arbitral awardconvening of the representatives’ referenced in this paragraph. 2. If no agreement is reached as a result of paragraph 1, the matter shall be immediately referred to an arbitrator selected from a standing panel of five obtained from the FMCS from one shall be selected by the parties to hear and determine the dispute. The panel shall be obtained within five (5) days of the execution of the Agreement and shall constitute a standing panel of arbitrators, each of which shall have the authority to finally resolve the dispute under this Article. The arbitrator shall be a member of the National Academy of Arbitrators. 3. The selected arbitrator will set and hold a hearing within five (5) working days of the referral to arbitrator and the employer and the affected local union(s) shall be notified by facsimile mail of the time and place of hearing as described above. The failure of any party or parties to attend such hearing after receipt of actual notice shall not delay the hearing or issuance of decision by the arbitrator. The time period set forth can be extended only by mutual written agreement of the parties. 4. The arbitrator shall issue a short form written decision within three (3) days after the close of hearing provided that upon request of any party a full opinion shall be issued to the extent an appeal parties within thirty (30) days after the close of the hearing. Written positions or memoranda may be lawfully waivedsubmitted by the parties only upon specific request of the arbitrator, providing it cause no delay. The Sellers decision shall be final and Purchaser agree that they willbinding on all parties. 5. In rendering his decision, the arbitrator shall be bound by the historical and traditional practices of the parties on Employer properties. The arbitrator may also consider work assignments made in accordance with written agreements, established trade practices or prevailing practices on Employers properties. Absent such agreements or practices, the arbitrator may look to such other factors as are traditionally employed in determining work assignments and resolving jurisdictional disputes including but not limited to the recognized and written trade jurisdiction of the union, recognized practices in the local area; agreements with employers, skill(s) and ability of the represented employees to perform the work and such other factors as the arbitrator may deem relevant. 6. The services of the arbitrator shall be divided evenly and paid for by each participating party, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, each party to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives arbitration shall bear its own expense. 7. Under this procedure there will be no strikes or lockouts over jurisdictional disputes. This procedure shall be exclusive means of the Parties to consult with the respective Representatives of the Company and the Sellersjurisdictional dispute resolution.

Dispute Procedure. If SCT delivers a notice of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, Turnkey Contractor and the Parties' consent to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties MEP Participants agree that the award made by Expected Cost of the Accounting Arbitrator Facilities as specified in each Independent Engineer’s Report shall be final and binding on the Parties for all purposes of, and during the period provided, in this Article 10; provided, however, that they waive any right the Parties may dispute (the “Cost Dispute”) solely with respect to appeal whether, in reaching its determination of the Expected Cost of the Facilities in the First Security Determination Report, the Independent Engineer properly applied the standards set forth in Section 10.2.2 and, if such standards were not followed, the effect of such impropriety on a proper determination of the Expected Cost of the Facilities in respect of the First Security Determination Report. Such Cost Dispute shall be subject to resolution pursuant to the procedures set forth in Article 21 using (to the fullest extent available under the applicable arbitral awardrules) expedited procedures, except that such Cost Dispute must be initiated by the disputing Party’s giving written notice of Cost Dispute to the other Parties within five (5) days after issuance of the First Security Determination Report and simultaneously initiating the appointment of an independent expert (the “Independent Expert”), as provided below. For the avoidance of doubt, if no such notice of Cost Dispute is given within said five (5) day period, the determination of the Independent Engineer shall be final and binding for all purposes. In lieu of appointment of the Independent Expert as otherwise provided in said Article 21, the Independent Expert shall be appointed by the President of the Stockholm Chamber of Commerce, Sweden, to resolve the extent an appeal may Cost Dispute and render a final and binding determination of the Expected Cost of the Facilities as at the Cost Evaluation Date, which determination shall be lawfully waivedfinal and binding for all purposes. The Sellers and Purchaser agree that they willIndependent Expert shall be free of any business or other relationships with the Parties or in respect of the Project suggesting possible bias or prejudice in favour of or against any Party, and will cause their respective independent accountants shall be internationally recognised as having substantial, relevant expertise respecting the Petroleum production, transportation and construction industries. Pending delivery of the Company toIndependent Expert’s determination, cooperate and assist the Additional Cost Exposure shall be deemed to be that amount which is equal to ninety percent (90%) of the Additional Cost Exposure as specified by the Independent Engineer in the preparation Bid Report, with such amount to be used on a provisional basis for all purposes of this Agreement until such time as the determination of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making Independent Expert becomes available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellers.