Common use of Appraiser Clause in Contracts

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. Seller and Buyer shall procure that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except to the extent that the Parties agree otherwise, the Appraiser shall determine his or her own procedure, subject to the following terms: a. apart from procedural matters and as otherwise set forth in this Agreement, the Appraiser shall determine only: (i) whether the specific items of the Draft Closing Statement which are disputed by Seller in Seller’s Notice of Objection are correct and established in accordance with this Article 2.7, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of such specific items; the Appraiser shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (ii) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being made by the other Party; d. each Party and the Appraiser shall, and shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use in connection with the preparation of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs and expenses (including VAT) of the Appraiser shall be shared between the Parties in such proportion as determined by the Appraiser on the basis of the extent to which the objections as set forth in Seller’s Notice of Objection are approved or rejected.

Appraiser. Unless Seller gives notice If it becomes necessary to Buyer within 20 Business Days following receipt determine the Fair Market Value, Fair Market Rental or Leasehold FMV of any Facility for any purpose pursuant to this Lease, the same shall be determined by two independent appraisal firms, in which one or more of the Draft Closing Statement that it disagrees with members, officers or principals of such firm are members of the Appraisal Institute (or any successor organization thereto) and such member has a specific item or specific items thereof minimum of 10 years of experience in appraising properties similar in size, scope and use as the Facilities (herein each, an “Appraiser” and collectively, the “Notice of ObjectionAppraisers”), stating in writing one such Appraiser to be selected by Lessor to act on its behalf Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and in reasonable detail Exchange Commission. and the reasons for other such Appraiser to be selected by Lessee to act on its disagreementbehalf. Lessor or Lessee, the Draft Closing Statement as applicable, shall be deemed final and binding for all purposes cause its Appraiser to, within ninety (herein 90) days (the “Final Closing Statement” Initial Appraisal Period”) after the “Final Purchase Price” and date of the “Final Purchase Price Adjustment”). Buyer shall grant and cause original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility, determine the Group Companies concerned to grant Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility as of the Seller and its representatives within ordinary business hours and upon reasonable notice access to all information as well as relevant date (giving effect to the auditor and impact, if any, of inflation from the date of the Appraiser’s decision to the relevant personnel of date); provided, however, that if either party shall fail to appoint its Appraiser within the Buyer and its Affiliates concerned necessary to evaluate whether to file a Notice of Objectiontime permitted, provided that or if two Appraisers shall have been so appointed but only one 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 have made such determination within such ninety (as 90) day period, then 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 such sole Appraiser shall be final and binding on upon the Partiesparties. 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, except in an appraisal of Fair Market Value for purposes of this Lease shall take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the event of manifest error on cost approach, the part sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the Appraiser, as a consequence nature of which Lessor’s business or because such approach may have been used for purposes of determining the relevant part fair market value of his or her the applicable Facility at the time of acquisition thereof by Lessor. This provision for determination by appraisal shall be void and the matter be remitted to the Appraiser for correction. Seller and Buyer shall procure that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except specifically enforceable to the extent that such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the Parties agree otherwiseparties except as otherwise provided by applicable law. 34.1.1 If the two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed five percent (5%) of the lesser of such amounts then the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two Appraisers shall have twenty (20) days to appoint a third Appraiser meeting the above requirements, but if such Appraisers fail to do so, then either party may request the United States District Court for the District of Delaware or, in the case of claims over which the federal courts do not have jurisdiction, the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware) to appoint an Appraiser shall determine his or her own procedure, subject to meeting the following terms: a. apart from procedural matters and as otherwise set forth in this Agreementabove requirements (such Appraiser, the “Third Appraiser”) within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. Any Appraiser appointed by the original Appraisers or by such court shall be instructed to determine only:the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility within sixty (60) days (together with the Initial Appraisal Period, the “Appraisal Period”) after appointment of such Appraiser. (i) whether the specific items of the Draft Closing Statement which are disputed by Seller in Seller’s Notice of Objection are correct and established 34.1.2 If a Third Appraiser is appointed in accordance with this Article 2.7Section 34.1.1, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of then such specific items; the Third Appraiser shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (ii) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, choose which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being determinations made by the other Party;two (2) Appraisers shall be final and binding, and such chosen determination shall be final and binding upon Lessor and Lessee as the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility. Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. d. 34.1.3 Lessor and Lessee shall each Party pay the fees and expenses of the Appraiser shall, appointed by it and each shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use in connection with the preparation of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs and expenses pay one-half (including VAT1/2) of the Appraiser shall be shared between the Parties in such proportion as determined by the Appraiser on the basis fees and expenses of the extent to which the objections as set forth in Seller’s Notice of Objection are approved or rejectedThird Appraiser.

Appraiser. Unless Seller gives notice (a) If it becomes necessary to Buyer determine the Renewal Rent and/or the Successor Tenant Rent pursuant to Section 1.4(b) or Section 36.2(a), and the parties are unable to agree thereon, 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 American Society of Appraisers and such member has a minimum of 10 years’ experience in appraising facilities similar in scope and use as the Leased Property (each, an “Appraiser” and collectively, the “Appraisers”), one such Appraiser to be selected by Landlord to act on its behalf and the other such Appraiser to be selected by Tenant to act on its behalf. Landlord or Tenant, as applicable, shall cause its Appraiser to, within 20 Business Days following ninety (90) days after the Appraisal Commencement Date or Tenant’s receipt of the Draft Closing Statement that it disagrees with a specific item Lease Termination Notice or specific items thereof within ten (herein 10) months prior to the Final Lease Expiration (the “Notice of ObjectionInitial Appraisal Period”), stating in writing and in reasonable detail as applicable, determine the reasons for its disagreementRenewal Rent or the Successor Tenant Rent, as applicable, as of the Draft Closing Statement shall be deemed final and binding for all purposes relevant date (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 giving effect to the auditor and impact, if any, of inflation from the date of the Appraiser’s decision to the relevant personnel of date); provided, however, that if either party shall fail to appoint its Appraiser within the Buyer and its Affiliates concerned necessary to evaluate whether to file a Notice of Objectiontime permitted, provided that or if two Appraisers shall have been so appointed but only one 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 have made such determination within such ninety (as 90) day period, then 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 such sole Appraiser shall be final and binding on upon the Partiesparties. For purposes of clarity, except in the event of manifest error on the part “relevant date” with respect to any determination of the AppraiserRenewal Rent or the Successor Tenant Rent, as a consequence of which the relevant part of his or her determination applicable, shall be void deemed to be the date on which such applicable Renewal Term or lease term is to commence. A written report of each Appraiser shall be delivered and the matter be remitted addressed to the Appraiser for correction. Seller each of Landlord and Buyer shall procure Tenant; it being agreed and understood that the Appraiser report delivered in connection with the appraisal process initiated under Section 1.4(b) shall include the Renewal Rent and/or Successor Tenant Rent, as applicable, for each of the Facilities. This provision for determination by appraisal shall be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. (b) If the two Appraisers shall have been appointed by Landlord and Tenant, then such two Appraisers shall agree on a third Appraiser (the “Third Appraiser”) that meets the Parties agree otherwiseabove requirements no later than thirty (30) days after the Appraisal Commencement Date or Tenant’s receipt of the Lease Termination Notice or twelve (12) months prior to the Final Expiration Date, the as applicable, which Third Appraiser shall determine his or her own procedure, subject to perform the following terms: a. apart from procedural matters and as otherwise services set forth in this AgreementSection 41.14(c) to the extent such services are so required. If the two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Renewal Rent or the Successor Tenant Rent, as applicable, shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then the Third Appraiser shall perform the services set forth in Section 41.14(c) below. If the two Appraisers are unable to agree on the selection of the Third Appraiser by the last day of the Initial Appraisal Period, then either party may request the American Arbitration Association or any successor organization thereto to appoint the Third Appraiser meeting the above requirements within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such Appraiser shall have been appointed within such twenty (20) day period or within the Initial Appraisal Period, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine only:the Renewal Rent or Successor Tenant Rent, as applicable, within sixty (60) days after the Initial Appraisal Period. (ic) whether the specific items of the Draft Closing Statement which are disputed by Seller in Seller’s Notice of Objection are correct and established If a Third Appraiser is appointed in accordance with this Article 2.7Section 41.14(b), Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of then such specific items; the Third Appraiser shall not assign a value to choose (without any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (iimodifications) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being determinations made by the other Party;two (2) Appraisers shall be final and binding, and such chosen determination shall be final and binding upon Landlord and Tenant as the Renewal Rent or the Successor Tenant Rent, as applicable. d. (d) Landlord and Tenant shall each Party pay the fees and expenses of the Appraiser shall, appointed by it and each shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use in connection with the preparation of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs and expenses pay one-half (including VAT1/2) of the Appraiser shall be shared between the Parties in such proportion as determined by the Appraiser on the basis fees and expenses of the extent to which the objections as set forth in Seller’s Notice of Objection are approved or rejectedThird Appraiser.

Appraiser. Unless Seller gives notice If it becomes necessary to Buyer within 20 Business Days following receipt determine the Fair Market Value, Fair Market Rental or Leasehold FMV of any Facility for any purpose pursuant to this Lease, the same shall be determined by two independent appraisal firms, in which one or more of the Draft Closing Statement that it disagrees with members, officers or principals of such firm are members of the Appraisal Institute (or any successor organization thereto) and such member has a specific item or specific items thereof minimum of 10 years experience in appraising properties similar in size, scope and use as the Facilities (herein each, an “Appraiser” and collectively, the “Notice of ObjectionAppraisers”), stating in writing one such Appraiser to be selected by Lessor to act on its behalf and in reasonable detail the reasons for other such Appraiser to be selected by Lessee to act on its disagreementbehalf. Lessor or Lessee, the Draft Closing Statement as applicable, shall be deemed final and binding for all purposes cause its Appraiser to, within ninety (herein 90) days (the “Final Closing Statement” Initial Appraisal Period”) after the “Final Purchase Price” and date of the “Final Purchase Price Adjustment”). Buyer shall grant and cause original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility, determine the Group Companies concerned to grant Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility as of the Seller and its representatives within ordinary business hours and upon reasonable notice access to all information as well as relevant date (giving effect to the auditor and impact, if any, of inflation from the date of the Appraiser’s decision to the relevant personnel of date); provided, however, that if either party shall fail to appoint its Appraiser within the Buyer and its Affiliates concerned necessary to evaluate whether to file a Notice of Objectiontime permitted, provided that or if two Appraisers shall have been so appointed but only one 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 have made such determination within such ninety (as 90) day period, then 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 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 Partiesextent consistent with sound appraisal practice as then existing at the time of any such appraisal, except in an appraisal of Fair Market Value for purposes of this Lease shall take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the event of manifest error on cost approach, the part sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the Appraiser, as a consequence nature of which Lessor’s business or because such approach may have been used for purposes of determining the relevant part fair market value of his or her the applicable Facility at the time of acquisition thereof by Lessor. This provision for determination by appraisal shall be void and the matter be remitted to the Appraiser for correction. Seller and Buyer shall procure that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except specifically enforceable to the extent that such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the Parties agree otherwiseparties except as otherwise provided by applicable law. 34.1.1 If the two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed five percent (5%) of the lesser of such amounts then the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two Appraisers shall have twenty (20) days to appoint a third Appraiser meeting the above requirements, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser meeting the above requirements (such Appraiser, the “Third Appraiser”) within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility, whichever is earlier, either Lessor or Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine his the Fair Market Value, Fair Market Rental or her own procedure, subject to Leasehold FMV of such Facility within sixty (60) days (together with the following terms: a. apart from procedural matters and as otherwise set forth in this AgreementInitial Appraisal Period, the “Appraisal Period”) after appointment of such Appraiser. 34.1.2 If a Third Appraiser shall determine only: (i) whether the specific items of the Draft Closing Statement which are disputed by Seller in Seller’s Notice of Objection are correct and established is appointed in accordance with this Article 2.7Section 34.1.1, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of then such specific items; the Third Appraiser shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (ii) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, choose which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being determinations made by the other Party;two (2) Appraisers shall be final and binding, and such chosen determination shall be final and binding upon Lessor and Lessee as the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility. d. 34.1.3 Except as provided in Section 19.1(c), Lessor and Lessee shall each Party pay the fees and expenses of the Appraiser shall, appointed by it and each shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use in connection with the preparation of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs and expenses pay one-half (including VAT1/2) of the Appraiser fees and expenses of the Third Appraiser. 34.1.4 If (a) Lessee shall be shared give Lessor notice of its intent to renew pursuant to Section 19.1(a)(i), and (b) (i) the difference between the Parties in amounts for Fair Market Rental of such proportion Facility determined be the initial two Appraisers pursuant to Section 34.1.1 above shall not exceed five percent (5%) of the lesser of such amounts, or (ii) the Fair Market Rental of such Facility as determined by the Third Appraiser on is not more than fifteen percent (15%) higher than the basis of the extent current Minimum Rent, then Lessee’s notice pursuant to which the objections as set forth in Seller’s Notice of Objection are approved or rejectedSection 19.1(a)(ii) shall automatically be deemed sent.

Appraiser. Unless Seller gives notice If it becomes necessary to Buyer within 20 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 Days following receipt pursuant to this Lease) the same shall be determined by two independent appraisal firms, in which one or more of the Draft Closing Statement that it disagrees with members, officers or principals of such firm are members of the Appraisal Institute (or any successor organization thereto) and such member has a specific item or specific items thereof minimum of 10 years experience in appraising properties similar in size, scope and use as the Facilities (herein each, an “Appraiser” and collectively, the “Notice of ObjectionAppraisers”), stating in writing one such Appraiser to be selected by Lessor to act on its behalf and in reasonable detail the reasons for other such Appraiser to be selected by Lessee to act on its disagreementbehalf. Lessor or Lessee, the Draft Closing Statement as applicable, shall be deemed final and binding for all purposes cause its Appraiser to, within ninety (herein 90) days (the “Final Closing Statement” Initial Appraisal Period”) after the “Final Purchase Price” and date of the “Final Purchase Price Adjustment”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). Buyer shall grant and cause , determine the Group Companies concerned Fair Market Value or Fair Market Rental of such Facility (or the Allocated Value for purposes of determining any Transfer Consideration payable to grant Lessor in connection with a Sale of Business pursuant to this Lease) as of the Seller and its representatives within ordinary business hours and upon reasonable notice access to all information as well as relevant date (giving effect to the auditor and impact, if any, of inflation from the date of the Appraiser's decision to the relevant personnel of date); provided, however, that if either party shall fail to appoint its Appraiser within the Buyer and its Affiliates concerned necessary to evaluate whether to file a Notice of Objectiontime permitted, provided that or if two Appraisers shall have been so appointed but only one 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 have made such determination within such ninety (as 90) day period, then 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 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 Partiesextent consistent with sound appraisal practice as then existing at the time of any such appraisal, except in an appraisal of Fair Market Value for purposes of this Lease shall take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the event of manifest error on cost approach, the part sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the Appraiser, as a consequence nature of which Lessor's business or because such approach may have been used for purposes of determining the relevant part fair market value of his or her the applicable Facility at the time of acquisition thereof by Lessor. This provision for determination by appraisal shall be void and the matter be remitted to the Appraiser for correction. Seller and Buyer shall procure that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except specifically enforceable to the extent that such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the Parties agree otherwiseparties except as otherwise provided by applicable law. 34.1.1 If the two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed five percent (5%) of the lesser of such amounts then 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) be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two Appraisers shall have twenty (20) days to appoint a third Appraiser meeting the above requirements, but if such Appraisers fail to do so, then either party may request the AAA or any successor organization thereto to appoint an Appraiser meeting the above requirements (such Appraiser, the “Third Appraiser”) within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days 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), whichever is earlier, either Lessor or Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the AAA or by such court shall be instructed to determine his the Fair Market Value or her own procedure, subject 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) within sixty (60) days (together with the following terms: a. apart from procedural matters and as otherwise set forth in this AgreementInitial Appraisal Period, the “Appraisal Period”) after appointment of such Appraiser. 34.1.2 If a Third Appraiser shall determine only: (i) whether the specific items of the Draft Closing Statement which are disputed by Seller in Seller’s Notice of Objection are correct and established is appointed in accordance with this Article 2.7Section 34.1.1, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of then such specific items; the Third Appraiser shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (ii) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, choose which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being determinations made by the other Party; d. each Party two (2) Appraisers shall be final and the Appraiser shallbinding, and such chosen determination shall procure that its respective accountants, assistants be final and other advisers shall keep all information binding upon Lessor and documents provided Lessee as the Fair Market Value or Fair Market Rental of such Facility (or the Allocated Value for purposes of determining any Transfer Consideration payable to them Lessor in connection with a Sale of Business pursuant to this Article 2.7 confidential Lease). 34.1.3 Except as provided in Section 19.1(c), Lessor and Lessee shall not use each pay the same for any purpose other than disclosure or use in connection with the preparation fees and expenses of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs appointed by it and expenses each shall pay one-half (including VAT1/2) of the Appraiser fees and expenses of the Third Appraiser. 34.1.4 If Lessee shall give Lessor notice of its intent to renew pursuant to Section 19.1, notwithstanding anything to the contrary contained therein, Lessee’s renewal exercise shall be shared automatically effective and irrevocable if (i) the difference between the Parties in amounts for Fair Market Rental of such proportion Facility determined be the initial two Appraisers pursuant to Section 34.1.1 above shall not exceed five percent (5%) of the lesser of such amounts, or (ii) the Fair Market Rental of such Facility as determined by the Third Appraiser on is not more than fifteen percent (15%) higher than the basis of the extent to which the objections as set forth in Seller’s Notice of Objection are approved or rejected.current Minimum Rent

Appraiser. Unless Seller gives notice (a) If it becomes necessary to Buyer determine the Renewal Rent and/or the Successor Tenant Rent pursuant to Section 1.4(b) or Section 36.2(a), and the parties are unable to agree thereon, 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 American Society of Appraisers and such member has a minimum of 10 years' experience in appraising facilities similar in scope and use as the Leased Property (each, an "Appraiser" and collectively, the "Appraisers"), one such Appraiser to be selected by Landlord to act on its behalf and the other such Appraiser to be selected by Tenant to act on its behalf. Landlord or Tenant, as applicable, shall cause its Appraiser to, within 20 Business Days following ninety (90) days after the Appraisal Commencement Date or Tenant's receipt of the Draft Closing Statement that it disagrees with a specific item Lease Termination Notice or specific items thereof within ten (herein 10) months prior to the “Notice of Objection”Final Lease Expiration (the "Initial Appraisal Period"), stating in writing and in reasonable detail as applicable, determine the reasons for its disagreementRenewal Rent or the Successor Tenant Rent, as applicable, as of the Draft Closing Statement shall be deemed final and binding for all purposes relevant date (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 giving effect to the auditor and impact, if any, of inflation from the date of the Appraiser's decision to the relevant personnel of date); provided, however, that if either party shall fail to appoint its Appraiser within the Buyer and its Affiliates concerned necessary to evaluate whether to file a Notice of Objectiontime permitted, provided that or if two Appraisers shall have been so appointed but only one 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 have made such determination within such ninety (as 90) day period, then 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 such sole Appraiser shall be final and binding on upon the Partiesparties. For purposes of clarity, except in the event of manifest error on the part "relevant date" with respect to any determination of the AppraiserRenewal Rent or the Successor Tenant Rent, as a consequence of which the relevant part of his or her determination applicable, shall be void deemed to be the date on which such applicable Renewal Term or lease term is to commence. A written report of each Appraiser shall be delivered and the matter be remitted addressed to the Appraiser for correction. Seller each of Landlord and Buyer shall procure Tenant; it being agreed and understood that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except to the extent that the Parties agree otherwise, the Appraiser shall determine his or her own procedure, subject to the following terms: a. apart from procedural matters and as otherwise set forth in this Agreement, the Appraiser shall determine only: (i) whether the specific items of the Draft Closing Statement which are disputed by Seller in Seller’s Notice of Objection are correct and established in accordance with this Article 2.7, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of such specific items; the Appraiser shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (ii) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being made by the other Party; d. each Party and the Appraiser shall, and shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use report delivered in connection with the preparation appraisal process initiated under Section 1.4(b) shall include the Renewal Rent and/or Successor Tenant Rent, as applicable, for all the Leased Properties. This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. (b) If the two Appraisers shall have been appointed by Landlord and Tenant in accordance with clause (a) above, then such two Appraisers shall agree on a third Appraiser (the "Third Appraiser") that meets the above requirements no later than the earlier of: (i) thirty (30) days after the Appraisal Commencement Date; (ii) Tenant's receipt of the Draft Closing Statement, the proceedings before the Appraiser Lease Termination Notice; (iii) or otherwise in connection with the determination of twelve (12) months prior to the Final Closing StatementExpiration Date, which Third Appraiser shall perform the Final Purchase Price and/or services set forth in Section 41.14(c) to the Final Purchase Price Adjustment; and e. extent such services are so required. If the costs two Appraisers shall have been appointed and expenses shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (including VAT10%) of the lesser of such amounts, then the Renewal Rent or the Successor Tenant Rent, as applicable, shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then the Third Appraiser shall be shared between perform the Parties in such proportion as determined by the Appraiser on the basis of the extent to which the objections as services set forth in Seller’s Notice Section 41.14(c) below. If the two Appraisers are unable to agree on the selection of Objection are approved the Third Appraiser by the last day of the Initial Appraisal Period, then either party may request the American Arbitration Association or rejected.any successor organization thereto to appoint the Third Appraiser meeting the above requirements within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such Appraiser shall have been appointed within such twenty (20) day period or within the Initial Appraisal Period, whichever is earlier, either Landlord or Tenant may apply to

Appraiser. Unless Seller gives notice to Buyer within 20 Business Days following receipt (i) If Landlord and Tenant do not agree on the fair market value of the Draft Closing Statement that it disagrees with Premises within 30 days of the giving of the Option Exercise Notice, then 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 specific item or specific items thereof minimum of 10 years of experience in appraising properties similar in size, scope and use as the Premises in the Dallas Metropolitan Area (herein each, an “Appraiser” and collectively, the “Notice of ObjectionAppraisers”), stating in writing and in reasonable detail the reasons for one such Appraiser to be selected by Landlord to act on its disagreement, the Draft Closing Statement shall be deemed final and binding for all purposes (herein the “Final Closing Statement” the “Final Purchase Price” behalf and the “Final Purchase Price Adjustment”)other such Appraiser to be selected by Tenant to act on its behalf. Buyer Landlord and Tenant, as applicable, shall grant and cause its Appraiser to, within thirty (30) days to determine 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 fair market value of the Buyer and Premises taking into account the assumptions provided for herein; provided, however, that if either party shall fail to appoint its Affiliates concerned necessary to evaluate whether to file a Notice of ObjectionAppraiser within the time permitted, provided that or if two Appraisers shall have been so appointed but only one 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 have made such determination within such thirty (as 30) day period, then 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 such sole Appraiser shall be final and binding on upon the Partiesparties. A written report of each Appraiser shall be delivered and addressed to each of Landlord and Tenant. To the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, except in an appraisal of fair market value for purposes of this Lease shall take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the event of manifest error on cost approach, the part sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the Appraiser, as a consequence nature of which Landlord’s business or because such approach may have been used for purposes of determining the relevant part fair market at the time of his or her acquisition thereof by Landlord. This provision for determination by appraisal shall be void and the matter be remitted to the Appraiser for correction. Seller and Buyer shall procure that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except specifically enforceable to the extent that such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the Parties agree otherwise, the Appraiser shall determine his or her own procedure, subject to the following terms: a. apart from procedural matters and parties except as otherwise set forth in this Agreement, the Appraiser shall determine only: (i) whether the specific items of the Draft Closing Statement which are disputed provided by Seller in Seller’s Notice of Objection are correct and established in accordance with this Article 2.7, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of such specific items; the Appraiser shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; andapplicable law. (ii) based on If the corrections two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed two percent (2%) of the lesser of such amounts then the fair market value shall be an amount equal to fifty percent (50%) of the Draft Closing Statementsum of the amounts so determined. If the difference between the amounts so determined shall exceed two percent (2%) of the lesser of such amounts, then such two Appraisers shall have ten (10) days to appoint a third Appraiser meeting the above requirements, but if such Appraisers fail to do so, then either party may request the United States District Court for the Northern District of Texas or, in the case of claims over which the federal courts do not have jurisdiction, the Final Purchase Price Adjustment; b. state court of the State of Texas to appoint an Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from meeting the date of his or her appointment, which shall constitute the Final Closing Statementabove requirements (such Appraiser, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure of the Appraiser shall comply with the requirements of due process; the Appraiser shall in particular: “Third Appraiser”) within ten (i10) give the Parties a reasonable opportunity to make written and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy days of such submission request, and both parties shall be bound by any appointment so made within such ten (10) day period. Any Appraiser appointed by the original Appraisers or by such court shall be instructed to determine the other Party; andfair market value, within twenty (20) days after appointment of such Appraiser. (iii) permit each Party to be present while oral submissions are being If a Third Appraiser is appointed as provided above, then such Third Appraiser shall choose which of the determinations made by the other Party;two (2) Appraisers without modification that the Third Appraiser more accurately reflects the fair market value of the Premises as required to be determined hereunder, which determination by the Third Appraiser shall be final and binding, and such chosen determination shall be final and binding upon Landlord and Tenant as the fair market value of the Premises d. (iv) Landlord and Tenant shall each Party pay the fees and expenses of the Appraiser shall, appointed by it and each shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use in connection with the preparation of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs and expenses pay one-half (including VAT1/2) of the Appraiser shall be shared between the Parties in such proportion as determined by the Appraiser on the basis fees and expenses of the extent to which the objections as set forth in Seller’s Notice of Objection are approved or rejectedThird Appraiser.

Appraiser. Unless Seller gives If it becomes necessary to determine the Fair Market Value, Fair Market Rental or Leasehold FMV for any purpose of this Lease, the party required or permitted to give notice of such required determination shall include in the notice the name of a Person selected to act as appraiser on its behalf. Within ten (10) days after receipt of any such notice, Lessor (or Lessee, as the case may be) shall by notice to Buyer within 20 Business Days following receipt Lessee (or Lessor, as the case may be) appoint a second Person as appraiser on its behalf. The appraisers thus appointed, each of whom must be a member of the Draft Closing Statement that it disagrees with a specific item American Institute of Real Estate Appraisers (or specific items thereof (herein the “Notice of Objection”any successor organization thereto), stating in writing and in reasonable detail shall, within forty-five (45) days after the reasons for its disagreementdate of the notice appointing the first appraiser, proceed to determine the Draft Closing Statement shall be deemed final and binding for all purposes Fair Market Value, Fair Market Rental or Leasehold FMV as of the relevant date (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 giving effect to the auditor and impact, if any, of inflation from the date of their decision to the relevant personnel date) provided, however that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of Lessee's or Lessor's request, then 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 such appraiser shall be final and binding on upon the Parties, except in parties. If 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 Facility had reached stabilized operations prior to the Appraiser for correction. Seller and Buyer shall procure that the Appraiser be furnished with all documents and information relating to the Draft Closing Statement as the Appraiser may request. Except Commencement Date, to the extent that consistent with sound appraisal practice as then existing at the Parties agree otherwisetime of any such appraisal, an appraisal for Fair Market Value shall be made on a basis consistent with the Appraiser basis on which the Leased Property was appraised for purposes of determining its fair market value at the time the Leased Property was acquired by Lessor. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts then the Fair Market Value, Fair Market Rental or Leasehold FMV shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV, whichever is earlier, either Lessor or Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine his the Fair Market Value, Fair Market Rental or her own procedureLeasehold FMV within thirty (30) days after appointment of such appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, subject and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon Lessor and Lessee as the Fair Market Value, Fair Market Rental or Leasehold FMV. This provision for determination by appraisal shall be specifically enforceable to the following terms: a. apart from procedural matters extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise set forth in this Agreement, provided by applicable law. Lessor and Lessee shall each pay the Appraiser shall determine only: (i) whether the specific items fees and expenses of the Draft Closing Statement which are disputed appraiser appointed by Seller in Seller’s Notice of Objection are correct it and established in accordance with this Article 2.7, Exhibit 2.5 and consistently with the Combined Financial Statements and, if not, what alterations should be made to the Draft Closing Statement in order to correct the relevant inaccuracy of such specific items; the Appraiser each shall not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Party; and (ii) based on the corrections made to the Draft Closing Statement, the Final Purchase Price Adjustment; b. the Appraiser shall make his or her determination as soon as reasonably practicable but not later than 45 Business Days from the date of his or her appointment, which shall constitute the Final Closing Statement, the Final Purchase Price and the Final Purchase Price Adjustment; c. the procedure pay one-half of the Appraiser shall comply with fees and expenses of the requirements third appraiser and one-half of due process; the Appraiser shall in particular: (i) give the Parties a reasonable opportunity to make written all other cost and oral submissions; (ii) require that each Party submit simultaneously with any written submission to the Appraiser a copy of such submission to the other Party; and (iii) permit each Party to be present while oral submissions are being made by the other Party; d. each Party and the Appraiser shall, and shall procure that its respective accountants, assistants and other advisers shall keep all information and documents provided to them pursuant to this Article 2.7 confidential and shall not use the same for any purpose other than disclosure or use expenses incurred in connection with the preparation of the Draft Closing Statement, the proceedings before the Appraiser or otherwise in connection with the determination of the Final Closing Statement, the Final Purchase Price and/or the Final Purchase Price Adjustment; and e. the costs and expenses (including VAT) of the Appraiser shall be shared between the Parties in such proportion as determined by the Appraiser on the basis of the extent to which the objections as set forth in Seller’s Notice of Objection are approved or rejectedeach appraisal.