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9. UST Funds. <br /> (a) Reimbursement claims have been and will continue to be submitted to the <br /> California Petroleum Underground Storage Tank Cleanup Fund and similar federal, <br /> state and local government funds ("UST Funds") to seek reimbursement of Corrective <br /> Action costs. Purchaser and Seller shall have the right to pursue, control, settle, waive <br /> or release reimbursement claims they have filed with the UST Funds and for which they <br /> have paid Corrective Action costs. Any reimbursement claim not on file as of the <br /> Closing shall be filed and pursued by Seller, if Corrective Action is commenced prior to <br /> the Closing. <br /> (b) Seller shall have the right to any reimbursement amount received from a <br /> UST Fund as a result of Corrective Action costs incurred by Seller at a Real Property <br /> prior to the Closing. <br /> (c) Purchaser shall have the right to any reimbursement amount received from <br /> a UST Fund as a result of Corrective Action costs incurred by Purchaser at a Real <br /> Property after the Closing, but such amount shall reduce Purchaser's share of the <br /> aggregate Baseline Corrective Action Costs for purposes of calculating the $200 Million <br /> Cap. <br /> (d) Purchaser and Seller shall cooperate with each other in the filing and <br /> pursuit of their respective reimbursement claims. In the event of a dispute as to whether <br /> a particular reimbursement claim should be submitted by Purchaser or Seller, Seller shall <br /> have the right to submit such claim pending resolution of the dispute in accordance with <br /> the dispute resolution provisions of Section 10. If Purchaser is determined to have the <br /> right to such claim, Seller shall promptly transfer control of the claim and execute any <br /> necessary authorization in favor of Purchaser. Purchaser and Seller shall pay their <br /> respective costs associated with the submission and pursuit of any reimbursement claim. <br /> 10. Dispute Resolution And Limitations Of Liability. <br /> (a) Purchaser and Seller agree that any disputed claim or demand against the <br /> other arising out of or relating to this Agreement shall be resolved in accordance with <br /> and subject to -the procedures and limitations of Section 10. <br /> (b) If a dispute arises between the parties under this Agreement and that <br /> dispute is not resolved within a reasonable period of time, either party may notify the <br /> other in writing that the dispute is to be submitted to arbitration. Such arbitration shall <br /> be held in Los Angeles, California. The parties shall jointly select an environmental <br /> consultant, engineer; 'or other professional reasonably qualified (including at least 7 <br /> years' experience in the appropriate environmental field) to arbitrate such dispute <br /> ("Independent Consultant"). If the Independent Consultant is not an attorney, he .or she <br /> shall have the right to obtain the assistance of qualified legal counsel in arbitrating the <br /> dispute, if the Independent Consultant determines that such assistance is necessary. <br /> Notwithstanding any other provision hereof, the parties shall each bear their respective <br /> 11. <br />