Common use of Appraisal Procedure Clause in Contracts

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Shares 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, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than 110% of the lower appraised value, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the Subject Shares (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. If any A party shall may initiate an the appraisal ------------------- procedure for determining such Fair Market Rent, pursuant to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g)paragraph 3, then the Transferor, on the one hand, and the Purchaser, on by giving written notice to the other handof its election to require that the Fair Market Rent be determined by appraisal. In such event, each party within thirty (30) days thereafter shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate having the value of qualifications stated below and notify the consideration for the Subject Shares other party 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 name and address of receiving cash rather than other consideration. If, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalentits appraiser. If the higher appraised value is more than 110% of the lower appraised value, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the Subject Shares (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 within the 30-day period, the single appraiser appointed shall constitute the sole appraiser for the purpose of determining the applicable Fair Market Rent. Each appraiser will be instructed to attempt to reach a consensus with the other appraiser (if one applicable) as to the Fair Market Rent of the Premises. Fred Meyer - Metropolitan Life Lease Modification Agreement February 4, 1997 If such consensus is not reached within sixty (60) days of the appointment of the first appraiser, then each appraiser shall, by the end of the sixtieth (60th) day separately provide a written statement of its determination of the Fair Market Rent (which may be in letter form and state only the appraiser's summary opinion of the Fair Market Rent), to be delivered to the other appraiser and each party. The Fair Market Rent shall then be determined by averaging the opinion of the two initial appraisers, unless the higher of the two appraisals exceeds the lesser by ten percent (10%), in which case a third appraisal shall be selected within twenty (20) days of such determination by the two appraisers. The third appraiser shall render an appraisal of the Fair Market Rent within thirty (30) days of the appointment of the third appraiser. The Fair Market Rent shall be determined by averaging the two of the three appraisals that are the closest to each other. If the two appraisers fails after appointment appointed by the parties fail to submit his appraisal appoint a third appraiser (if required) within the required time period, either party may apply to the appraisal submitted by US District Court for the remaining appraiser judicial district in which the Premises is located, for the appointment of the third appraiser. The date that the Fair Market Rent is finally determined and communicated to the parties in writing pursuant to this paragraph 4 is the "Final Determination Date". All appraisers shall be controllingindependent third parties not affiliated with the parties and members in good standing of the American Institute of Real Estate Appraisers, or successor organization, and shall have, immediately preceding their appointment, at least five (5) years' continuous experience in appraising commercial real property, including three (3) years' experience in appraising retail real property, in the state in which the Premises are located. The Tenant and Landlord shall each bear the cost of its own appraiser and shall share equally the cost of the foregoing appraisals shall be shared one-half by third appraiser, if any. Each party will bear its own costs and attorneys' fees in connection with any proceeding related to the Transferor and one-half by appointment of the Purchaserappraisers which is not attributable to the other party's failure to appoint an appraiser with qualifications herein provided with the time periods provided above.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount Fair Market Value of the cash equivalent a share of any consideration for Subject Shares under Common Stock as contemplated by Section 2(g)3.2(c) above, then the TransferorManagement Stockholder, on the one hand, and the PurchaserHoldings, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member independent valuation consultant or appraiser of a reputable valuation firmrecognized national standing. Each appraiser shall, within 30 thirty (30) calendar days of appointment, separately investigate the value Fair Market Value of the consideration for the Subject Shares a share of Common Stock as of the proposed transfer effective date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to each partythe Management Stockholder and Holdings. Each appraiser shall be instructed to determine such value without regard to income tax consequences to based on the Transferor as a result of receiving cash rather than other considerationmethodology set forth in Section 3.2(a). If, upon If the completion of the initial appraisals appraised Fair Market Values (the "“Earlier Appraisals")”) vary by ten percent (10%) or less, the higher appraised value of such consideration is not more than 110% of measured from the lower appraised value of such considerationappraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalentFair Market Value. If the higher appraised value is more than 110% of Fair Market Values vary by ten percent (10%) or more, measured from the lower appraised valueappraisal, the appraisers, within 10 ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be member an independent valuation consultant or appraiser of a reputable valuation firmrecognized national standing. The third appraiser shall, within 30 thirty (30) calendar days of his appointment, appraise the value Fair Market Value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor as a result share of receiving cash rather than other consideration) Common Stock as of the proposed transfer effective date and of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall submit notice of his its appraisal to each partythe Management Stockholder and Holdings. The value Fair Market Value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the value Fair Market Value determined by such appraiser is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that value the Fair Market 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 its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor Management Stockholder and one-half by the PurchaserHoldings.

Appraisal Procedure. If any party shall initiate an ------------------- appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g3(b)(v), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation nationally-recognized investment banking firm. Each appraiser shall, within 30 thirty (30) days of appointment, separately investigate the value of the consideration for the Subject Shares 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, upon If the completion appraised values of the initial appraisals such consideration (the "Earlier ------- Appraisals") vary by less than ten percent (10%), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two ---------- appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of the lower appraised valueten percent (10%), the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the value of the consideration for the Subject Shares (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 Transferor and the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor and one-half by the Purchaser.

Appraisal Procedure. If any party shall initiate the Management Stockholders invoke an ------------------- appraisal ------------------- procedure to determine the amount of the fair market value in cash equivalent of any the consideration for Subject Shares the Securities under Section 2(g3(c) (the "Subject Securities"), then the TransferorProposed Transferors, on the one hand, and the PurchaserManagement Stockholders, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Shares Securities 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 Management Stockholders as a result of receiving cash rather than other consideration. If, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than 110% of the lower appraised value, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the Subject Shares Securities (without regard to the income tax consequences to the Transferor Management Stockholders 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 Proposed Transferor and one-half by the PurchaserManagement Stockholders.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g4.2(d), then the TransferorOffering Stockholder, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation nationally-recognized investment banking firm. Each appraiser shall, within 30 thirty (30) calendar days of appointment, separately investigate the value of the consideration for the Subject Shares as of the proposed transfer date and shall submit a notice of an appraisal of that value to each partythe Offering Stockholder and the Purchaser. Each appraiser shall be instructed to determine such value without regard to income tax consequences to the Transferor Offering Stockholder as a result of receiving cash rather than other consideration. If, upon If the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value values of such consideration is not more than 110% of (the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraised value of such considerationappraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than 110% of values vary by ten percent (10%) or more, measured from the lower appraised valueappraisal, the appraisersappraisers shall, within 10 ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be a member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) calendar days of his appointment, appraise the value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor Offering Stockholder as a result of receiving cash rather than other consideration) as of the proposed transfer date and submit notice of his appraisal to each partythe Offering Stockholder and the Purchaser. The value determined by the third appraiser shall be controlling as to 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 the 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 its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Offering Stockholder and the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor Offering Stockholder and one-half by the Purchaser.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for the Subject Shares Units under Section 2(g3(b)(v), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation nationally-recognized investment banking firm. Each appraiser shall, within 30 thirty (30) days of appointment, separately investigate the value of the consideration for the Subject Shares Units as of the proposed transfer 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, upon If the completion appraised values of the initial appraisals such consideration (the "Earlier Appraisals"), the higher appraised value of such consideration is not more ) vary by less than 110% of ten percent (10%) measured from the lower appraised value of such considerationappraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of ten percent (10%), measured from the lower appraised valueappraisal, the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be a member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the value of the consideration for the Subject Shares 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 Transfer date and submit notice of his appraisal to each party. The value determined by the third appraiser shall be controlling as to 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 Transferor and the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor and one-half by the Purchaser.

Appraisal Procedure. If any party shall initiate the Management Stockholders invoke ------------------- an appraisal ------------------- procedure to determine the amount of the fair market value in cash equivalent of any the consideration for Subject Shares the Securities under Section 2(g3(c) (the "Subject Securities"), then the TransferorProposed Transferors, on the one hand, and the PurchaserManagement Stockholders, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Shares Securities 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 Management Stockholders as a result of receiving cash rather than other consideration. If, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than 110% of the lower appraised value, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the Subject Shares Securities (without regard to the income tax consequences to the Transferor Management Stockholders 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 Proposed Transferor and one-half by the PurchaserManagement Stockholders.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure proceedings to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g2(h), then the Transferor, on the one hand, and the PurchaserBerkshire or its Assignee(s), on the other hand, shall each promptly (and in any event within ten (10) days of the expiration of the 10-day or 45-day period, as applicable) appoint as an appraiser an individual who shall be a member of a reputable valuation firmfirm or investment bank. Each appraiser shall, within 30 thirty (30) days of appointment, separately investigate determine the value of the consideration for the Subject Shares as of the proposed transfer date and shall submit a notice written determination 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, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than one hundred ten percent (110% %) of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than one hundred ten percent (110% %) of the lower appraised value, the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be a member of a reputable valuation firmfirm or investment bank. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the value of the consideration for the Subject Shares (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 a written determination of his appraisal value 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 PurchaserBerkshire or its Assignee(s).

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g3(b)(v), then the Transferor, on the one hand, and the PurchaserPurchaser(s), on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation nationally-recognized investment banking firm. Each appraiser shall, within 30 thirty (30) days of appointment, separately investigate the value of the consideration for the Subject Shares as of the proposed transfer date and shall submit a notice of an appraisal of that value on a per share basis 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, upon If the completion appraised values of the initial appraisals such consideration (the "Earlier Appraisals") vary by less than ten percent (10%), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of the lower appraised valueten percent (10%), the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the value of the consideration for the Subject Shares (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 on a per share basis 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 Transferor and the Purchaser(s) shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor and one-half by the PurchaserPurchaser(s).

Appraisal Procedure. If an Appraised Amount is to be determined pursuant to the Appraisal Procedure in this Section 3.11, it will be done as follows: (a) Each of CCC and the Purchaser will, within 10 Business Days after the applicable Appraisal Trigger Date, appoint a Qualified Appraiser who will be required as part of its appointment to determine, using one or more valuation methodologies customarily used in the evaluation and appraisal of cable television systems and internet and data transmission assets, and assuming any party shall initiate an applicable Appraisal Assumptions, the applicable Appraised Amount and deliver its written independent appraisal ------------------- procedure thereof to determine CCC and the amount of Purchaser within 30 days after its appointment. If either CCC or the cash equivalent of any consideration for Subject Shares under Section 2(g)Purchaser fail to appoint a Qualified Appraiser within the period provided above, then the Transferor, on the one handQualified Appraiser appointed will proceed to make the appraisal alone and its appraisal will be the applicable Appraised Amount, which will be final and binding upon CCC and the Purchaser, on . (b) If the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value higher of the consideration for the Subject Shares 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, upon the completion of the initial two appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more less than 110% of the lower appraised value of such considerationappraisal, the applicable Appraised Amount will be the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalentappraisals. If the higher appraised value appraisal is more than 110% of the lower appraised valueappraisal, a third Qualified Appraiser, who will be required as part of its appointment to determine, using one or more valuation methodologies customarily used in the evaluation and appraisal of cable television systems and internet and data transmission assets, and assuming any applicable Appraisal Assumptions, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, applicable Appraised Amount within 30 days of his appointmentafter its selection and deliver its written independent appraisal thereof to CCC and the Purchaser, appraise must be selected by the value two initial Qualified Appraisers within five Business Days after both initial appraisals have been completed and delivered to CCC and the Purchaser. The applicable Appraised Amount will be the average of the consideration for third appraisal and the Subject Shares (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 first two appraisals that is closest in amount to the third appraisal. (c) If a third Qualified Appraiser is necessary and if within five Business Days after both initial appraisals have been completed and delivered, the respective Qualified Appraisers appointed by CCC and the Purchaser are unable to agree upon the appointment of a third Qualified Appraiser, they must give CCC and the Purchaser written notice of such failure to agree, and if within 10 Business Days after receipt of such notice CCC and the Purchaser fail to agree upon the selection of a third Qualified Appraiser, then either CCC or the Purchaser may submit the dispute to administered expertise proceedings in accordance with the Rules for Expertise and make a Request for Appointment to the ICC Centre for Expertise for the appointment of an Expert under the Rules of Expertise, who will serve as the third Qualified Appraiser. Such Expert will be another international investment bank that is experienced in the evaluation and appraisal of cable television systems and internet and data transmission assets, and will otherwise have the requisite skills and expertise to resolve the issues referred for resolution, will be fully independent from the Parties, and may not have any relationship or affiliation with any Party, including, without limitation, as an employee, consultant or contractor. Such Expert will be required as part of its appointment to determine, using one or more valuation methodologies customarily used in the evaluation and appraisal of cable television systems and internet and data transmission assets, the Appraised Amount and deliver its written independent appraisal thereof to CCC and the Purchaser within 30 days after its appointment. The making of a Request for Appointment to the ICC Centre for Expertise for the appointment of an Expert under the Rules of Expertise by either CCC or the Purchaser will be sufficient prima facie evidence of the failures of both the two initial appraisers fails after Qualified Appraisers and CCC and the Purchaser to agree upon the selection of a third Qualified Appraiser. (d) In the event of the inability or unwillingness of any Qualified Appraiser to act, a new Qualified Appraiser must be appointed in its place within 14 days, such appointment to submit his appraisal within being made in the required periodsame manner as provided above for the appointment of the Qualified Appraiser who is being replaced. (e) The expense of the Qualified Appraiser appointed by CCC will be borne by CCC. The expense of the Qualified Appraiser appointed by the Purchaser will be borne by the Purchaser. The expense of a third Qualified Appraiser, if any, including any Expert, the appraisal submitted by the remaining appraiser shall be controlling. The cost expense of the foregoing arbitral tribunal, if required for the appoint of such Qualified Appraiser, and other expenses of the appraisals shall conducted in accordance with this definition will be shared one-borne half by the Transferor CCC and one-half by the Purchaser. (f) In connection with any appraisals performed pursuant to and in accordance with this Agreement, all of the applicable appraisers will be subject to a duty of confidentiality, and all of the Parties will cooperate with all applicable appraisers and will provide such appraisers with all necessary and appropriate information reasonably requested by such appraisers in connection with such appraisals.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount fair market value of the cash equivalent Preferred Stock for purposes of any consideration for Subject Shares payment under Section 2(g7.2(a), then the TransferorInvestors, on the one hand, and the PurchaserParent, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation nationally-recognized investment banking firm. Each appraiser shall, within 30 thirty (30) days of appointment, separately investigate the fair market value of the consideration for the Subject Shares Preferred Stock as of the proposed transfer date Valuation 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 parties. If the appraised values of receiving cash rather than other consideration. If, upon the completion of the initial appraisals such consideration (the "Earlier Appraisals") vary by less than ten percent (10%), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of the lower appraised valueten percent (10%), the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the fair market value of the consideration for the Subject Shares Preferred Stock (without regard to the income tax consequences to the Transferor as a result of receiving cash rather than other considerationparties) as of the proposed transfer date Valuation Date and submit notice of his appraisal to each party. The value determined by the third appraiser shall be controlling as the -33- 39 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 Investors, on the one hand, and Parent, on the other hand, shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor Investors and one-half by the PurchaserParent.

Appraisal Procedure. If any party shall initiate initiates an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(gsubsection (d), then the TransferorBend▇▇, on ▇▇ the one hand, and the PurchaserSynQuest or Warburg, on the other hand, shall will each promptly appoint as an appraiser an individual who shall must be a member of a reputable valuation nationally recognized investment banking firm. Each appraiser shallmust, within 30 20 business days of appointment, separately investigate the value of the consideration for the Subject Shares as of the proposed transfer date and shall must submit a notice of an appraisal of that value to each party. Each appraiser shall will be instructed to determine such value without regard by taking into account reasonably quantifiable tax benefits, if any, to income tax consequences to the Transferor as a result of receiving cash Bend▇▇ ▇▇▇ociated with Bend▇▇ ▇▇▇eiving other consideration rather than other considerationcash. If, upon If the completion appraised values of the initial appraisals such consideration (the "Earlier Appraisals"), the higher appraised value of such consideration is not more ) vary by less than 110% of the lower appraised value of such consideration10%, the average of the two appraisals on a per share basis shall will be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of the lower appraised value10%, the appraisers, within 10 business days of the submission of the last appraisal, shall must appoint a third appraiser who shall will be member of a reputable valuation nationally recognized investment banking firm. The third appraiser shallmust, within 30 20 business days of his appointment, appraise the value of the consideration for the Subject Shares (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 will be controlling as the amount of the cash equivalent unless the that value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that . If the value determined by the third appraiser is lower less 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 will be controlling. The cost of the foregoing first appraisal initiated under subsection (d) with respect to Bend▇▇ ▇▇▇l be paid by SynQuest. Thereafter, the cost of any such appraisals shall will be shared one-half by the Transferor and Bend▇▇ ▇▇▇ one-half by Warburg or SynQuest depending on who initiated the Purchaserappraisal procedure.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g3(d)(iii), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be knowledgeable in the industry and mutually agreeable to the parties, or failing mutual agreement, a member of a reputable valuation nationally recognized investment banking firm. Each appraiser shall, within 30 thirty (30) days of appointment, separately investigate the value of the consideration for the Subject Shares (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 shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine If the appraised values of such value without regard to income tax consequences to the Transferor as a result of receiving cash rather than other consideration. If, upon the completion of the initial appraisals consideration (the "Earlier Appraisals") vary by less than ten percent (10%), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of the lower appraised valueten percent (10%), the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be an individual knowledgeable in the industry and mutually agreeable to the parties, or failing mutual agreement, a member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the value of the consideration for the Subject Shares (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 falls 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 Transferor and the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor and one-half by the Purchaser.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(g3(b)(v), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation nationally-recognized investment banking firm. Each appraiser shall, within 30 thirty (30) days of appointment, separately separately, investigate the value of the consideration for the Subject Shares 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, upon If the completion appraised values of the initial appraisals such consideration (the "Earlier Appraisals") vary by less than ten percent (10%), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is values vary by more than 110% of the lower appraised valueten percent (10%), the appraisers, within 10 ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation nationally recognized investment banking firm. The third appraiser shall, within 30 thirty (30) days of his appointment, appraise the value of the consideration for the Subject Shares (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 Transferor and the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the foregoing appraisals third appraisal shall be shared one-half by the Transferor and one-half by the Purchaser.