Appraisal Procedure. For determining the Fair Market Sales Value of the Properties or any other amount which may, pursuant to any provision of any Operative Agreement, be determined by an appraisal procedure, Lessor and Lessee shall use the following procedure (the "Appraisal Procedure"). Lessor and Lessee shall endeavor to reach a mutual agreement as to such amount for a period of ten (10) days from commencement of the Appraisal Procedure under the applicable section of the Lease, and if they cannot agree within ten (10) days, then two (2) qualified appraisers, one (1) chosen by Lessee and one (1) chosen by Lessor, shall mutually agree thereupon, but if either party shall fail to choose an appraiser within twenty (20) days after notice from the other party of the selection of its appraiser, then the appraisal by such appointed appraiser shall be binding on Lessee and Lessor. If the two (2) appraisers cannot agree within twenty (20) days after both shall have been appointed, then a third appraiser shall be selected by the two (2) appraisers or, failing agreement as to such third appraiser within thirty (30) days after both shall have been appointed, by the American Arbitration Association. The decisions of the three (3) appraisers shall be given within twenty (20) days of the appointment of the third appraiser and the decision of the appraiser most different from the average of the other two (2) shall be discarded and such average shall be binding on Lessor and Lessee; provided, that if the highest appraisal and the lowest appraisal are equidistant from the third appraisal, the third appraisal shall be binding on Lessor and Lessee. The fees and expenses of the appraiser appointed by Lessee shall be paid by Lessee; the fees and expenses of the appraiser appointed by Lessor shall be paid by Lessor (such fees and expenses not being indemnified pursuant to Section 11 of the Participation Agreement); and the fees and expenses of the third appraiser shall be divided equally between Lessee and Lessor.
Appraisal Procedure. The employee's supervisor will prepare the mid-year and end-of-year performance appraisal. If such is not the case, the second level supervisor shall prepare the appraisal. If an employee is transferred, he/she shall be given an exit appraisal and it shall be used in conjunction with his/her new supervisor's year-end appraisal, unless the employee has been working under the new supervisor for at least six months, and the employee and the Employer mutually agree not to use the former supervisor's appraisal. When both appraisals are used, they shall be averaged in accordance with the number of months evaluated by each appraisal. If the evaluating supervisor is not the direct supervisor, he/she must have actual knowledge of the employee's performance.
Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the amount of the cash equivalent of any consideration for a Subject Units under Section 2.6(b)(v), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly, but in no event later than 10 days following written notice of such appraisal procedure pursuant to Section 2.6(b)(v), appoint as an appraiser an individual who shall be a member of a nationally-recognized investment banking firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Units as of the proposed transfer date and shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine such value without regard to income tax consequences to the Transferor as a result of receiving cash rather than other consideration. If the appraised values of such consideration (the "Earlier Appraisals") vary by less than 10%, the average of the two appraisals shall be controlling as the amount of the cash equivalent. If the appraised values vary by more than 10%, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be a member of a nationally recognized investment banking firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the Subject Units (without regard to the income tax consequences to the Transferor as a result of receiving cash rather than other consideration) as of the proposed transfer date and submit notice of his appraisal to each party. The value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Transferor and one-half by the Purchaser.
Appraisal Procedure. 5 Appraiser................................................................... 5
Appraisal Procedure. 1. Whenever an employee is assigned to a different supervisor during the rating cycle (whether through a change in position or simply a change in supervisor), the supervisor shall meet with the employee as soon as possible to: review the Position Description (form MS-22 or DTS-3) for accuracy and to make any changes, if necessary; understand and clarify the duties being performed by the employee; identify expectations regarding tasks to be performed during the next rating cycle; and plan for any training, if necessary.
Appraisal Procedure. When an affected employee desires to sell his/her home under the provisions of Section 2(c)(6) of this Rule, of which this Appendix A-1 forms part, the following procedure will apply:
Appraisal Procedure. In any case in which the provisions of this ------------------- Section 4 shall necessitate that the Appraisal Procedure be utilized for purposes of determining an adjustment to the Exercise Price, the Company may defer until the completion of the Appraisal Procedure and the determination of the adjustment (1) issuing to the holder of any Warrant exercised after the date of the event that requires the adjustment and before completion of the Appraisal Procedure and the determination of the adjustment, the shares of capital stock issuable upon such exercise by reason of the adjustment required by such event and issuing to such holder only the shares of capital stock issuable upon such exercise before giving effect to such adjustment and (2) paying to such holder any amount in cash in lieu of a fractional share of capital stock pursuant to Section 2.3 above; provided, however, that the Company shall deliver to such -------- ------- holder an appropriate instrument or due bills evidencing such holder's right to receive such additional shares or cash.
Appraisal Procedure. When requested by the Administrative Agent (but not more than once per calendar quarter), the Appraiser shall perform a FMV appraisal of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since the wind turbine machinery comprising the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at the time of the Appraisal. The value of the Turbines shall be determined as the lesser of the values produced by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery of the Turbines. In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment. As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOT...
Appraisal Procedure. An employee’s direct supervisor will prepare a mid-year performance appraisal. An employee shall prepare a self-assessment that includes the following:
Appraisal Procedure. If it becomes necessary to determine the Fair Market Value of one (1) or more the Facilities for any purpose of this Lease and the parties cannot agree thereon, such Fair Market Value shall be determined upon the written demand of either party in accordance with the following procedure:
