Appraisal Considerations Sample Clauses

Appraisal Considerations. In determining the FMV Price of a Defaulting Partner’s Interest, the appraisers may, to the extent the appraisers deem it appropriate, consider the cash price which a sophisticated purchaser would pay on the effective date of the appraisal for all of the tangible assets of the Partnership and the REIT Owners in excess of the financing then encumbering the Partnership’s and REIT Owners’ assets and other indebtedness of the Partnership and REIT Owners, which valuation would be made on the assumption that such assets are subject to this Agreement and to any other agreement then in effect. The appraisal will consider, among other things, the fiscal year cash flow projection of the Partnership and REIT Owners. A sophisticated purchaser shall be one who would take into account the nature, extent, maturity date and other terms of the liabilities of the Partnership and REIT Owners, whether fixed or contingent, including the favorable or unfavorable nature of the financing then encumbering the Partnership’s and REIT Owners’ assets, and the prospects whether the income from the Partnership’s and REIT Owners’ assets would be sufficient to satisfy such liabilities when due, excluding any liability under any financing already taken into account. The appraisal shall not include the value, if any, of any intangible assets of the Partnership and REIT Owners, such as goodwill. The fair market value of any Interest shall be determined taking into account any liens, security interests, charges or encumbrances to which purchaser will take the Interest subject.