Common use of Appraisal Right Clause in Contracts

Appraisal Right. If the Participant, in good faith, disagrees with the Board’s determination of the Fair Market Value of any illiquid assets (including the valuation of the Subsidiary, Blue Mountain Midstream LLC (“BMM”), if such Subsidiary is not sold or disposed of to a third party and is not publicly traded, or any illiquid consideration received in connection with a Change in Control or a sale of BMM) (the “Disputed FMV”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty (60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed FMV on the Participant and the Company. If such Appraiser’s determination of the Disputed FMV is less than or equal to 110% of the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed FMV is more than 110% of the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Disputed FMV results in a greater cash amount payable in respect of the Vested RSUs pursuant to Section 4(a)(B) or Section 4(a)(C), the additional cash amount shall be paid to the Participant within forty-five (45) days of the Appraisal completion date.

Appraisal Right. If the Participant, in good faith, disagrees with the Board’s determination of (a) the Total Proceeds (or any component thereof) or (b) the Fair Market Value of any illiquid assets the shares of Common Stock (including exclusively limited to the valuation Board’s determination pursuant to clause (b) of the Subsidiary, Blue Mountain Midstream LLC (“BMM”), if such Subsidiary is not sold or disposed definition of to a third party and is not publicly traded, or any illiquid consideration received Fair Market Value in connection with a Change in Control or a sale of BMMthe Plan) (the “Disputed FMV”) (as applicable, the “Disputed Value”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty (60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed FMV Value on the Participant and the Company. If such Appraiser’s determination of the Disputed FMV Value is less than or equal to 110% of the Total Proceeds or the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed FMV Value is more than 110% of the Total Proceeds or the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Total Proceeds results in a greater number of Vested PSUs pursuant to Section 3(a)(i) above, the additional Vested PSUs shall be settled in accordance with Section 4(a) within thirty (30) days of the Appraisal completion date, subject to the terms and conditions of the CIC Vesting Treatment, if imposed. If the Appraisal with respect to the Disputed FMV results in a greater cash amount payable in respect of the Vested RSUs PSUs pursuant to Section 4(a)(B4(a)(ii) or Section 4(a)(C)4(a)(iii) above, the additional cash amount shall be paid to the Participant within forty-five (45) days of the Appraisal completion date.

Appraisal Right. If the Participant, in good faith, disagrees with the Board’s determination of the Fair Market Value of any illiquid assets the Units (including exclusively limited to the valuation Board’s determination pursuant to clause (b) of the Subsidiary, Blue Mountain Midstream LLC (“BMM”), if such Subsidiary is not sold or disposed definition of to a third party and is not publicly traded, or any illiquid consideration received Fair Market Value in connection with a Change in Control or a sale of BMMthe Plan) (the “Disputed Unit FMV”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty (60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed Unit FMV on the Participant and the Company. If such Appraiser’s determination of the Disputed Unit FMV is less than or equal to 110% of the Disputed Unit FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 250,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed FMV Value is more than 110% of the Disputed Unit FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Disputed Unit FMV results in a greater cash amount payable in respect of the Vested RSUs pursuant to Section 4(a)(B) or Section 4(a)(C)) above, the additional cash amount shall be paid to the Participant within forty-five (45) days of the Appraisal completion date.

Appraisal Right. If the Participant, in good faith, disagrees with the Board’s determination of (a) the Total Proceeds (or any component thereof) or (b) the Fair Market Value of any illiquid assets the Units (including exclusively limited to the valuation Board’s determination pursuant to clause (b) of the Subsidiary, Blue Mountain Midstream LLC (“BMM”), if such Subsidiary is not sold or disposed definition of to a third party and is not publicly traded, or any illiquid consideration received Fair Market Value in connection with a Change in Control or a sale of BMMthe Plan) (the “Unit FMV”) (as applicable, the “Disputed FMVValue”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty (60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed FMV Value on the Participant and the Company. If such Appraiser’s determination of the Disputed FMV Value is less than or equal to 110% of the Disputed Total Proceeds or the Unit FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 250,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed FMV Value is more than 110% of the Disputed Total Proceeds or the Unit FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Disputed Total Proceeds results in a greater number of Vested PSUs pursuant to Section 3(a)(i) above, the additional Vested PSUs shall be settled in accordance with Section 4(a) within thirty (30) days of the Appraisal completion date, subject to the terms and conditions of the CIC Vesting Treatment, if imposed. If the Appraisal with respect to the Unit FMV results in a greater cash amount payable in respect of the Vested RSUs PSUs pursuant to Section 4(a)(B4(a)(ii) or Section 4(a)(C)4(a)(iii) above, the additional cash amount shall be paid to the Participant within forty-five (45) days of the Appraisal completion date.