Elkhead Reservoir Final Acquisition Agreement

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D. L~ the Parties cannot agree as to uThether a default exists, the dispute shall be addressed through non-binding alternative dispute resolution prior to initiating litigation. All notices, demands, and actions regarding performance, defaults and other matters hereunder shall be resolved in accordance with the following procedure. Are objection notice which sets forth the dispute shall be submitted by the objecting Party to the other Party or Parties involved in the dispute. If an objection notice is submitted, the Parties shall meet promptly to resolve the matters at issue. If the Parties are unable to resolve their differences within a reasonable period of time (not to exceed 20 business days), the Parties shall meet and agree on the appointment of a mediator to address the matters subject to the disagreement. If the Parties are unable to agree on a mediator within 30 business days, any Party, by giving nve (S) business days prior written notice to the other can apply to a judge of the District Court for the County of Moffat, Colorado, for selection of the mediator. Each Party involved in the dispute will bear its own share of the cost of appointing the mediator and of paying the fees of such mediator (for example, if there are two parties, the cost will be split 50-50). The mediator must be a person u~ho has not acted in any capacity for any of the Parties within the 2~ months prior to the date of the selection. «Tithin 60 business days after the selection of the mediator, the mediator is required to submit a non- binding report to the Parties involved in the dispute. E. ~o sult concerning a breach for enforcement of this Amended and Restated Agreement shall be filed, unless: (i) the notice pursuant to Section VI. A. has been given to the defaulting Party, and (ii) default has not been cured within 3 months after receipt of said notice by the defaulting Party, and (iii) there has been compliance with the non-binding alternative dispute resolution proceeding outlined above; except that a suit may be commenced if an emergency circumstance exists which requires injunctive or other immediate relief. F. In addition to any other remedies available to the Parties in law or in equity, after compliance with the above conditions, the Parties shall have the right to seek specific performance of the terms of this Amended and Restated Agreement. ~~II. FORCE MAJEURE If by reason of uncontrollable forces, any Party is unable in whole or in part to carry out its obligations under this Amended and Restated Agreement, other than obligations of the Parties to pay costs and expenses, the affected Party shall not be deemed in default during the continuance of such inability or during an;' other delays that are direct consequences of the force maj eur~ inability, and the time for completion of any such obligation shall be extended to cover such delays. The term `'uncontrollable forces" as used herein shall include, but not be limited to, the follo«°ing: Acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; orders or restraints of anv kind by the government of the United States of America or State of Colorado or an~~ of their departments, agencies, or officials, or by any civil or military authoritz~; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmission or outlet works or canal. Any such 11