Common use of Dispute Resolution by Independent Expert Clause in Contracts

Dispute Resolution by Independent Expert. Seller or Buyer shall have the right, to the extent but only to the extent such right is created under other provisions of this Agreement, to submit Expert Disputes to an independent expert appointed in accordance with this Section 11.02 (each, an “Independent Expert”) with respect to such Expert Dispute. 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 Expert Dispute, and failing such agreement, such Independent Expert for such Expert Dispute shall be selected by the Houston office of the American Arbitration Association. Any Independent Expert appointed pursuant to this Agreement shall not have worked as an employee of or performed other material work for any Party or its Affiliates within the preceding five (5) year period or have any financial interest in the Expert Dispute or (except publicly traded securities with respect to either party or its Affiliates). The cost and expenses of an Independent Expert shall be paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Seller and Buyer shall each present to the Independent Expert, with a simultaneous copy to the other Party, a single written statement of its position on the issue in question, together with a copy of this Agreement and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Independent Expert. In making determinations hereunder, the Independent Expert shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider available legal and industry matters as in their opinion are necessary or appropriate to make a proper determination. Additionally, any Independent Expert may consult with and engage disinterested third parties to advise him. Within ninety (90) days following the submission of such written statements to the Independent Expert, the Independent Expert shall make a determination of the matter submitted based solely on the single written statement of each Party. The Independent Expert may not select a valuation for any matter that exceeds the higher valuation proposed by the Parties, or that is less than the lower valuation proposed by the Parties. The decision of the Independent Expert shall be in writing and conclusive and binding on the Parties and shall be enforceable against the Parties in any court of competent jurisdiction. The Independent Expert shall act as an expert for the limited purpose of determining the matter presented to it, shall not act as an arbitrator, and may not award damages, interest, costs, or penalties to either Party.