Appraiser Clause Samples

Appraiser. If it becomes necessary to determine the Fair Market Value, or Fair Market Rental of any Facility for any purpose pursuant to this Lease (or the Allocated Value for purposes of determining any Transfer Consideration payable to Lessor in connection with a Sale of Business pursuant to this Lease) the same shall be determined by two independent appraisal firms, in which one or more of the members, officers or principals of such firm are members of the Appraisal Institute (or any successor organization thereto) and such member has a minimum of 10 years experience in appraising properties similar in size, scope and use as the Facilities (each, an “Appraiser” and collectively, the “Appraisers”), one such Appraiser to be selected by Lessor to act on its behalf and the other such Appraiser to be selected by Lessee to act on its behalf. Lessor or Lessee, as applicable, shall cause its Appraiser to, within ninety (90) days (the “Initial Appraisal Period”) after the date of the original request for a determination of Fair Market Value or Fair Market Rental of such Facility (or the Allocated Value for purposes of determining any Transfer Consideration payable to Lessor in connection with a Sale of Business pursuant to this Lease), determine the Fair Market Value or Fair Market Rental of such Facility (or the Allocated Value for purposes of determining any Transfer Consideration payable to Lessor in connection with a Sale of Business pursuant to this Lease) as of the relevant date (giving effect to the impact, if any, of inflation from the date of the Appraiser’s decision to the relevant date); provided, however, that if either party shall fail to appoint its Appraiser within the time permitted, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within such ninety (90) day period, then the determination of such sole Appraiser shall be final and binding upon the parties. For purposes of clarity, the “relevant date” with respect to any determination of Fair Market Rental for any Extended Term shall be deemed to be the date on which such applicable Extended Term is to commence. A written report of each Appraiser shall be delivered and addressed to each of Lessor and Lessee. To the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, an appraisal of Fair Market Value for purposes of this Lease shall take into account and shall give appropriate consideration to all t...

Appraiser. If either Landlord or Tenant fails to appoint its Appraiser within the prescribed time period, the single Appraiser appointed shall determine the fair rental value of the Property. If both parties fail to appoint Appraisers within the prescribed time periods, then the first Appraiser thereafter selected by a party shall determine the fair rental value of the Property. Each party shall bear the cost of its own Appraiser and the parties shall share equally the cost of the single or third Appraiser, if applicable.

Appraiser. Appraiser" shall mean a Person of recognized standing whose usual and regular business is the determination of the fair market value of businesses which shall be: (1) jointly selected by Systems and the Employee (or the Representative, if applicable); or (2) if Systems and the Employee (or the Representative, if applicable) cannot agree on the identity of the Appraiser within ten (10) calendar days after the giving of a notice from any Person requiring the selection of an Appraiser under this Agreement, then the identity of the Appraiser shall be selected by the Chief Judge of the United States District Court for the Eastern District of Wisconsin.

Appraiser. The term “Appraiser” shall mean a nationally recognized independent investment banking firm in the U.S. or Canada.

Appraiser. If Newco and SSI are unable to reach agreement within a reasonable period of time with respect to (i) the fair market value of unlisted securities (the "MARKET PRICE"); or (ii) the per share amounts paid for Dilutive Securities or Exchangeable Securities issued for consideration other than cash, such Market Price or per share amounts paid, as the case may be, shall be determined by an appraiser jointly selected by Newco and SSI. The determination of such appraiser shall be final and binding on Newco and SSI. The fees and expenses of such appraiser shall be paid by Newco, provided that such fees and expenses shall be paid by SSI in the event that the appraiser's determination of the Market Price or the per share amounts paid, as the case may be, is higher than, or no more than 5% lower than, the last amount previously offered by Newco.

Appraiser. Unless Seller gives notice to Buyer within 20 Business Days following receipt of the Draft Closing Statement that it disagrees with a specific item or specific items thereof (herein the “Notice of Objection”), stating in writing and in reasonable detail the reasons for its disagreement, the Draft Closing Statement shall be deemed final and binding for all purposes (herein the “Final Closing Statement” the “Final Purchase Price” and the “Final Purchase Price Adjustment”). Buyer shall grant and cause the Group Companies concerned to grant the Seller and its representatives within ordinary business hours and upon reasonable notice access to all information as well as to the auditor and the relevant personnel of the Buyer and its Affiliates concerned necessary to evaluate whether to file a Notice of Objection, provided that such access shall not interfere with the normal business and operations of the Group Companies. Seller and Buyer shall endeavour in good faith to resolve any objection of Seller within 20 Business Days after Buyer’s receipt of Seller’s Notice of Objection. If the Parties are unable to do so, either Party may refer the matter to the audit department of KPMG ▇▇▇▇▇▇ ▇▇▇▇▇▇, who shall select an experienced partner of their respective audit department, or, if KPMG ▇▇▇▇▇▇ ▇▇▇▇▇▇, has notified the Parties in writing that it is not in a position to act, to the audit department of an internationally recognized auditing firm in Switzerland agreed upon by the Parties, or, if such agreement has not occurred within 5 Business Days following receipt by the Parties of the written notification of KPMG ▇▇▇▇▇▇ ▇▇▇▇▇▇, referred to above, to a person nominated by the president of the Geneva Chamber of Commerce, Industry and Services upon the application of either Seller or Buyer on behalf of both Parties (herein the “Appraiser”) to establish independently, on the terms set forth in this Article, the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment. In so doing, the Appraiser shall act as an expert (as the defined under Article 189 of the CPC) and not as an arbitrator, and his or her determination of any subject matter falling within the scope of his or her mandate shall be final and binding on the Parties, except in the event of manifest error on the part of the Appraiser, as a consequence of which the relevant part of his or her determination shall be void and the matter be remitted to the Appraiser for correction. Sel...

Appraiser. If the Company and the Participation Rights Holder are unable to reach agreement within a reasonable period of time with respect to (i) the Market Price of Unlisted Securities, or (ii) the per share amounts paid for Dilutive Securities or Exchangeable Securities issued for consideration other than cash, such Market Price or per share amounts paid, as the case may be, shall be determined by an appraiser jointly selected by the Company and the Participation Rights Holder. The determination of such appraiser shall be final and binding on the Company and the Participation Rights Holder. The fees and expenses of such appraiser shall be paid for by the Company.

Appraiser. Within five business days after the twenty day or sixty day period (as applicable) described in Section 11(a) the Company shall give each of the Warrant holders and the Warrant Agent notice that the Appraiser will be appointed and the Appraiser shall be appointed by the Company within five business days after such notice is provided subject to the consent of Persons holding more than 50.1% of the Warrants (provided, that in determining whether the requisite number of Warrant holders have agreed to the appointment of the Appraiser, Warrants held by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded), which consent shall not be unreasonably withheld and which consent shall be presumed if the Company is not informed in writing to the contrary by Persons holding more than 50.1% of the Warrants (provided, that in determining whether the requisite number of Warrant holders have agreed to the appointment of the Appraiser, Warrants held by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded) prior to the appointment of the Appraiser; provided, that in determining whether the requisite number of Warrant holders have consented to the Appraiser, Warrants held by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded. The costs and expenses associated with the Appraiser shall be borne by the Company.

Appraiser. One who is expected to perform valuation services competently and in a manner that is independent, impartial, and objective. (source: USPAP 2016-2017 edition)