Common use of Appraised Value Clause in Contracts

Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) 10 days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser appraiser (the “First "Initial Appraiser”") to determine within thirty (30) 30 days of such engagement appointment the Fair Market Value of the Partnership Interests Shares (the “"First Appraised Value”"). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value Partnership Valuation and the First Partner Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser an appraiser (the “"Final Appraiser”"). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) 14 days after its engagement appointment the Fair Market Value of the Partnership InterestsShares (the "Final Valuation"), but if such determination is Final Valuation shall be not less than the lesser smaller of the Initial Value and the First Appraised Value then nor greater than the lesser larger of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”)Value. The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “"First Appraiser”") to determine within thirty (30) days of such engagement appointment the Fair Market Value of the Partnership Interests (the “"First Appraised Value”"). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “"Final Appraiser”"). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty fourteen (3014) days after its engagement appointment the Fair Market Value of the Partnership InterestsInterests (the "Final Valuation"), but if such determination is Final Valuation shall be not less than the lesser smaller of the Initial Value and the First Appraised Value then nor greater than the lesser larger of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”)Value. The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement appointment the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty fourteen (3014) days after its engagement appointment the Fair Market Value of the Partnership InterestsInterests (the “Final Valuation”), but if such determination is Final Valuation shall be not less than the lesser smaller of the Initial Value and the First Appraised Value then nor greater than the lesser larger of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”)Value. The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt For purposes of the Valuation Noticethis Agreement, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser ” shall be borne determined by the Objecting Party. following method: (1) The Company shall select an appraiser who shall determine a value; (2) If the First Appraised Value is at least eighty percent (80%) of selling Member accepts the Initial Value and less than or equal to one hundred twenty percent (120%) of value determined by the Initial ValueCompany’s appraiser, then the Purchase Price such value shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value selling Member does not accept the value determined by the Company’s appraiser, the selling Member shall select another appraiser who shall determine a value; Limited Liability Company Agreement Xeres Management LLC (3) If the value determined by such two appraisers is less than eighty the same (or the lowest value determined by an appraiser is within ten percent (8010%) of the Initial Value value determined by the other appraiser), then such value (or the average of such two values) shall be the Appraised Value; (4) If the foregoing two values are not the same and the lowest value determined by an appraiser differs by more than one hundred twenty ten percent (12010%) of the Initial Valuevalue determined by the other appraiser, then the Partnership and appraisers shall together select a third appraiser to determine a value; (5) If the Objecting Party shall, within fourteen (14) days from value determined by the date third appraiser is more than the higher of the First Appraised Valuefirst two appraisals, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is or less than the lesser lower of the Initial Value and the First Appraised Value first two appraisals, then the lesser average of the Initial Value and the First Appraised value first two appraisals shall be the Appraised Value; (6) If the value or if such determination determined by the third appraiser is greater than between the greater first two appraisals, then the average of the Initial Value third appraisal and the First Appraised Value then the greater closer of the Initial Value and the First Appraised Value first two appraisals shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transactionAppraised Value.

Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) 10 days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser appraiser (the “First "Initial Appraiser”") to determine within thirty (30) 30 days of such engagement appointment the Fair Market Value of the Partnership Interests Shares (the “"First Appraised Value”"). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership Company and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser an appraiser (the “Final "Independent Appraiser”"). The cost of the Final Independent Appraiser shall be borne equally by the Partnership Company and the Objecting Party. The Final Independent Appraiser shall determine within thirty (30) 14 days after its engagement appointment the Fair Market Value of the Partnership InterestsShares (the "Final Valuation"), but if such determination is Final Valuation shall be not less than the lesser smaller of the Initial Value and the First Appraised Value then nor greater than the lesser larger of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”)Value. The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.