Common use of Baseball Arbitration Clause in Contracts

Baseball Arbitration. If the Fair Market Rate is not determined as provided above, then the dispute shall proceed to arbitration. (a) The arbitration procedures shall commence when either party submits the matter to arbitration, which submission shall be made within thirty (30) days after the expiration of the fifteen (15) day negotiation period set forth in Section 3(c) above. Not later than ten (10) days after the arbitration procedure has commenced, each party shall appoint an arbitrator and notify the other party of such appointment by identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed MAI appraiser, who is an individual of substantial experience with respect to ownership, management and marketing of comparable office buildings in the Texas Medical Center, which person shall not be regularly employed or have been retained during the last five (5) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any arbitrator regarding the Fair Market Rate prior to appointment, or after appointment, outside the presence of the other party. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the Fair Market Rate at issue. (b) Not later than ten (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rate and shall provide a copy of such submission to the other party. The two (2) selected arbitrators, after reviewing such submissions, shall determine whether Landlord’s or Tenant’s estimate of the Fair Market Rate is closer to the actual Fair Market Rate for the Leased Premises. If both arbitrators agree that one of said declared estimates is closer to the actual Fair Market Rate, they shall declare that estimate to be the Fair Market Rate and their decision shall be final and binding upon the parties. (c) If the two selected arbitrators are unable to agree on which of Landlord’s estimate or Tenant’s estimate is closer to the actual Fair Market Rate within thirty (30) days after receipt of Landlord’s and Tenant’s submitted estimates, then the arbitrators shall inform the parties and said arbitrators shall select a third arbitrator, not later than ten (10) days after the expiration of said thirty (30) day period. If no arbitrator is selected within such ten (10) day period, either party may immediately petition a court with appropriate jurisdiction to appoint such third arbitrator. The third arbitrator shall have the qualifications and restrictions set forth in Section 5(a) above, and shall determine which of Landlord’s or Tenant’s estimates is closer to the actual Fair Market Rate. The third arbitrator’s decision shall be final and binding as to which estimate (as between Landlord’s and Tenant’s) of the Fair Market Rate is closer to the actual Fair Market Rate. Such third arbitrator shall make a decision not later than thirty (30) days after appointment. (d) The Arbitrator(s) may only select one of Landlord’s estimate or Tenant’s estimate as being closer to actual Fair Market Rate and there shall be no “averaging” of the estimates or other method of determining Fair Market Rate other than choosing one of such estimates as being closer to actual Fair Market Rate. (e) Each party shall be responsible for the costs, charges and/or fees of its respective appointee, and the parties shall share equally in the costs, charges and/or fees of the third arbitrator. The decision of the arbitrator(s) may be entered in any court having jurisdiction thereof. Either party shall have the right to terminate the arbitration, at any time, upon notice to the other party(ies). If Landlord terminates such arbitration, then Landlord will be deemed to have accepted Tenant’s determination of the Fair Market Rate. If Tenant terminates such arbitration, then Tenant shall be deemed to have accepted Landlord’s determination of the Fair Market Rate. The following standards shall be observed by Tenant for the mutual safety, cleanliness and convenience of all occupants of the Building. These rules are subject to change from time to time, as specified in the Lease Agreement. 1. Except as set forth in Exhibit “G” or in Section 11 of the Lease Agreement, all tenants will refer all contractors’ representatives and installation technicians who are to perform any work within the Building to Landlord for Landlord’s supervision, approval and control before the performance of any such work. Except as set forth in Exhibit “G” or in Section 11 of the Lease Agreement, this provision shall apply to all work performed in the Building including, but not limited to, installations of telephones, computer equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building. Tenant shall not ▇▇▇▇, paint, drill into, or in any way deface any part of the Building or the Leased Premises, except with the prior written consent of the Landlord, and as the Landlord may direct. 2. The work of the janitorial or cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and such work may be done at any time when the offices are vacant. Notwithstanding the foregoing, the janitorial and cleaning personnel shall use reasonable efforts not to disturb Tenant’s business in the Leased Premises. The windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles, cabinets, book cases, map cases, etc., necessary to prevent unreasonable hardship to Landlord in discharging its obligations regarding cleaning service. 3. Movement of furniture or office equipment in or out of the Building, or dispatch or receipt by Tenant of any heavy equipment, bulky material or merchandise which requires use of elevators or stairways, or movement through the Building’s service dock or lobby entrance shall be restricted to such hours as Landlord shall designate. All such movement shall be in a manner to be agreed upon between Tenant and Landlord in advance. Such prior arrangements shall be initiated by Tenant. The time, method and routing of movement and limitations for safety or other concern which may prohibit any article, equipment or other item from being brought into the Building shall be subject to Landlord’s discretion and control. Any hand trucks, carryalls or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Building shall require. Although Landlord or its personnel may participate in or assist in the supervision of such movement, Tenant assumes final responsibility for all risks as to damage to articles moved and injury to persons or property engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant, from the time of entering the property to completion of work. Landlord shall not be liable for the acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant. 4. Except as provided in Section 23 of the Lease, no sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees, in or on any part of the outside or inside of the Building or Leased Premises without prior written consent of Landlord, such consent not to be unreasonably withheld and then only of such color, size, character, style and material and in such places as shall be reasonably approved and designated by Landlord. Signs on doors and entrances to the Leased Premises shall be placed thereon by Landlord. 5. Except as permitted under Section 41, Tenant shall not place, install or operate on the Leased Premises or in any part of the Building any engine, refrigerating, heating or air conditioning apparatus, stove or machinery, or conduct mechanical operations, or place or use in or about the Leased Premises any inflammable, explosive, hazardous or odorous solvents or materials without the prior written consent of Landlord, such consent not to be unreasonably withheld. No portion of the Leased Premises shall at any time be used for cooking, sleeping or lodging quarters. Tenant may use coffee pots, refrigerators or microwaves in Leased Premises.

Baseball Arbitration. If the Fair Market Rate higher of the two opinions of value is more than five percent (5%) greater than the lower opinion of value, and the parties have not otherwise reached agreement on the FMRV of the Premises, the FMRV shall be determined as provided above, then by the dispute shall proceed to arbitrationso-called “baseball” arbitration procedure hereinafter set forth. 28.3.4.1 Landlord and Tenant shall, within ten (a10) business days after the exchange of the sealed envelopes containing their respective opinions of FMRV, agree upon the appointment of an arbitrator who shall (i) be by profession a licensed commercial real estate broker or an MAI real estate appraiser, (ii) be familiar with the Building or the area in which the Building is located, and (iii) have been active (over the five (5) year period ending on the date of such appointment) in the brokering or appraisal of comparable premises within the area or in comparable offices in the Rancho Cordova, California area. If the parties cannot agree upon such arbitrator, the arbitrator shall be selected in accordance with the Expedited Procedures in the Real Estate Industry Arbitration Rules of the American Arbitration Association then in effect. The arbitration procedures shall commence when either party submits the matter to arbitration, which submission shall be made within conducted no more than thirty (30) days after the expiration selection of the fifteen (15) day negotiation period set forth in Section 3(c) above. Not later than ten (10) days after the arbitration procedure has commencedarbitrator, each party shall appoint an arbitrator and notify the other party of such appointment by identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed MAI appraiser, who is an individual of substantial experience with respect to ownership, management and marketing of comparable office buildings in the Texas Medical CenterCounty in which the Premises is located, which person shall not be regularly employed or have been retained during the last five (5) years as a consultant by the party selecting such personin accordance with those Expedited Procedures. Neither party may consult directly or indirectly with any arbitrator regarding the Fair Market Rate prior to appointment, or after appointment, outside the presence The determination of the other party. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed arbitrator shall be the sole appraiser and shall determine the Fair Market Rate at issue. (b) Not later than ten (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rate and shall provide a copy of such submission limited solely to the other party. The two (2) selected arbitrators, after reviewing such submissions, shall determine issue of whether Landlord’s or Tenant’s estimate opinion of the Fair Market Rate is closer FMRV of the Premises (which shall take into account opinions, if any, proposed in writing subsequent to the actual Fair Market Rate for the Leased Premises. If both arbitrators agree aforesaid exchange of sealed envelopes, provided that one of said declared estimates is closer they are delivered at least two (2) business days prior to the actual Fair Market Rate, they shall declare that estimate to be date of the Fair Market Rate and their decision shall be final and binding upon the parties. (carbitration) If the two selected arbitrators are unable to agree on which of Landlord’s estimate or Tenant’s estimate is closer closest to the actual Fair Market Rate within thirty (30) days after receipt arbitrator’s opinion of Landlord’s and Tenant’s submitted estimates, then the arbitrators FMRV of the Premises as above defined. In no event shall inform the parties and said arbitrators shall select a third arbitrator, not later FMRV be less than ten (10) days after the Base Rent in effect immediately prior to the expiration of said thirty (30) day periodinitial Term 28.3.4.2 In the event the arbitrator has not determined the FMRV of the Premises prior to the commencement of the Renewal Term, Tenant shall pay as Base Rent, effective as of and subsequent to the commencement of the Renewal Term until such time as the Base Rent for the Renewal Term is determined, the Base Rent in effect immediately prior to the expiration of the initial Term. If no arbitrator such Base Rent is selected within thereafter fixed at a higher amount, such ten (10) day period, either party may immediately petition a court with appropriate jurisdiction new Base Rent shall take effect retroactive to appoint such third arbitrator. The third arbitrator shall have the qualifications and restrictions set forth in Section 5(a) abovecommencement of the Renewal Term, and Tenant shall determine pay to Landlord that sum which of Landlord’s or Tenant’s estimates is closer to the actual Fair Market Rate. The third arbitrator’s decision shall be final accrued and binding unpaid as to which estimate (as between Landlord’s and Tenant’s) of the Fair Market Rate is closer to the actual Fair Market Rate. Such third arbitrator shall make a decision not later than thirty (30) days after appointment. (d) The Arbitrator(s) may only select one of Landlord’s estimate or Tenant’s estimate as being closer to actual Fair Market Rate and there shall be no “averaging” of the estimates or other method of determining Fair Market Rate other than choosing one result of such estimates as being closer to actual Fair Market Rate. (e) Each party shall be responsible for the costsretroactive application, charges and/or fees of its respective appointee, and the parties shall share equally in the costs, charges and/or fees of the third arbitrator. The decision of the arbitrator(s) may be entered in any court having jurisdiction thereof. Either party shall have the right to terminate the arbitration, at any time, upon notice to the other party(ies). If Landlord terminates such arbitration, then Landlord will be deemed to have accepted Tenant’s determination of the Fair Market Rate. If Tenant terminates such arbitration, then Tenant shall be deemed to have accepted Landlord’s determination of the Fair Market Rate. The following standards shall be observed by Tenant for the mutual safety, cleanliness and convenience of all occupants of the Building. These rules are subject to change from time to time, as specified in the Lease Agreement. 1. Except as set forth in Exhibit “G” or in Section 11 of the Lease Agreement, all tenants will refer all contractors’ representatives and installation technicians who are to perform any work within the Building to Landlord for Landlord’s supervision, approval and control before the performance of any such work. Except as set forth in Exhibit “G” or in Section 11 of the Lease Agreement, this provision shall apply to all work performed in the Building including, but not limited to, installations of telephones, computer equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building. Tenant shall not ▇▇▇▇, paint, drill into, or in any way deface any part of the Building or the Leased Premises, except together with the prior written consent next monthly installment of the Landlord, and as the Landlord may direct. 2. The work of the janitorial or cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and such work may be done at any time when the offices are vacant. Notwithstanding the foregoing, the janitorial and cleaning personnel shall use reasonable efforts not to disturb Tenant’s business in the Leased Premises. The windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles, cabinets, book cases, map cases, etc., necessary to prevent unreasonable hardship to Landlord in discharging its obligations regarding cleaning service. 3. Movement of furniture or office equipment in or out of the Building, or dispatch or receipt by Tenant of any heavy equipment, bulky material or merchandise which requires use of elevators or stairways, or movement through the Building’s service dock or lobby entrance shall be restricted to such hours as Landlord shall designate. All such movement shall be in a manner to be agreed upon between Tenant and Landlord in advance. Such prior arrangements shall be initiated Base Rent payable by Tenant. The time, method and routing cost of movement and limitations for safety or other concern which may prohibit any article, equipment or other item from being brought into the Building arbitration shall be subject to Landlord’s discretion paid by Landlord and control. Any hand trucks, carryalls or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Building shall require. Although Landlord or its personnel may participate in or assist in the supervision of such movement, Tenant assumes final responsibility for all risks as to damage to articles moved and injury to persons or property engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant, from the time of entering the property to completion of work. Landlord shall not be liable for the acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenantequally. 4. Except as provided in Section 23 of the Lease, no sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees, in or on any part of the outside or inside of the Building or Leased Premises without prior written consent of Landlord, such consent not to be unreasonably withheld and then only of such color, size, character, style and material and in such places as shall be reasonably approved and designated by Landlord. Signs on doors and entrances to the Leased Premises shall be placed thereon by Landlord. 5. Except as permitted under Section 41, Tenant shall not place, install or operate on the Leased Premises or in any part of the Building any engine, refrigerating, heating or air conditioning apparatus, stove or machinery, or conduct mechanical operations, or place or use in or about the Leased Premises any inflammable, explosive, hazardous or odorous solvents or materials without the prior written consent of Landlord, such consent not to be unreasonably withheld. No portion of the Leased Premises shall at any time be used for cooking, sleeping or lodging quarters. Tenant may use coffee pots, refrigerators or microwaves in Leased Premises.

Baseball Arbitration. If Landlord and Tenant are unable to reach agreement on the Fair Market Rental Rate is not determined as provided aboveby the Trigger Date, then the dispute shall proceed to arbitration. (a) The arbitration procedures shall commence when either party submits the matter to arbitration, which submission shall be made within thirty (30) days after the expiration of the fifteen (15) day negotiation period set forth in Section 3(c) above. Not later than ten (10) days after the arbitration procedure has commenced, each party shall appoint an arbitrator and notify the other party of such appointment by identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed MAI appraiser, who is an individual of substantial experience with respect to ownership, management and marketing of comparable office buildings in the Texas Medical Center, which person shall not be regularly employed or have been retained during the last five (5) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any arbitrator regarding the Fair Market Rate prior days thereafter, Landlord and Tenant shall each simultaneously submit to appointment, or after appointment, outside the presence of the other party. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the Fair Market Rate at issue. (b) Not later than ten (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rate and shall provide a copy of such submission to the other party. The two (2) selected arbitrators, after reviewing such submissions, shall determine whether Landlord’s or Tenant’s its good faith estimate of the Fair Market Rate is closer to the actual Fair Market Rental Rate for the Leased PremisesExtension Term (each a "Market Rental Rate Proposal"). If both arbitrators agree that one of said declared estimates is closer either Landlord or Tenant fails to the actual Fair propose a Market Rate, they shall declare that estimate to be the Fair Market Rental Rate and their decision shall be final and binding upon the parties. (c) If the two selected arbitrators are unable to agree on which of Landlord’s estimate or Tenant’s estimate is closer to the actual Fair Market Rate within thirty (30) days after receipt of Landlord’s and Tenant’s submitted estimatesat such time, then the arbitrators Market Rental Rate for the Extension Term proposed by the other party shall inform prevail. If the parties and said arbitrators higher of such proposals is not more than one hundred five percent (105%) of the lower, then the Market Rental Rate shall select a third arbitratorbe the average of the two. Otherwise, not later than the dispute shall be resolved in accordance with the remainder of this subsection (d). Within ten (10) days after the expiration of said thirty the foregoing five (305) day period, Landlord and Tenant shall each appoint one (1) Broker (as hereinafter defined for this Section). If either party fails to timely select a Broker, then the Market Rental Rate for the Extension Term proposed by the party that selected a Broker shall prevail. If each party timely selects a Broker, then the two Brokers shall then have fifteen (15) days after the appointment of the second Broker in which to determine whether the Landlord's or the Tenant's Market Rental Rate Proposal should be utilized. In the event that the two Brokers are unable to agree on either the Landlord's or the Tenant's Market Rental Rate Proposal with such fifteen (15) day period, then the two Brokers shall pick a third Broker within five (5) days after the expiration of such fifteen (15) day period. If the three (3) Brokers, with fifteen (15) days thereafter, cannot unanimously agree upon either the Landlord's or the Tenant's proposed Market Rental Rate, then each of the three Brokers shall immediately select one of the two proposals, and the selection of either the Landlord's or the Tenant's Market Rental Rate Proposal by any two (2) of the three (3) Brokers shall be final and conclusive for all purposes in determining Market Rental Rate. The parties understand, stipulate and agree that there will be no arbitrator is compromise, modification or averaging of the Landlord's and Tenant's Market Rental Rate Proposals, and the Brokers must select one or the other, and that the proposed Market Rental Rate selected within such by the foregoing arbitration procedure shall be final, binding, conclusive and effective on Landlord and Tenant for purposes under this Lease, and same shall not be subject to judicial review, mediation or any other legal proceeding. As used in this Section, the term "Broker" shall mean an Indiana licensed real estate broker with at least ten (10) day period, either party may immediately petition a court with appropriate jurisdiction to appoint such third arbitratoryears' experience in office leasing transactions in the Market Area. The third arbitrator shall have the qualifications and restrictions set forth in Section 5(a) above, and shall determine which of Landlord’s or Tenant’s estimates is closer to the actual Fair Market Rate. The third arbitrator’s decision shall be final and binding as to which estimate (as between Landlord’s and Tenant’s) of the Fair Market Rate is closer to the actual Fair Market Rate. Such third arbitrator shall make a decision not later than thirty (30) days after appointment. (d) The Arbitrator(s) may only select one of Landlord’s estimate or Tenant’s estimate as being closer to actual Fair Market Rate and there shall be no “averaging” of the estimates or other method of determining Fair Market Rate other than choosing one of such estimates as being closer to actual Fair Market Rate. (e) Each party shall be responsible for the costs, charges and/or fees of its respective appointee, and the parties shall share equally in the costs, charges and/or fees of the third arbitrator. The decision of the arbitrator(s) may be entered in any court having jurisdiction thereof. Either party shall have the right to terminate the arbitrationBroker, at any timeif applicable, upon notice to the other party(ies). If Landlord terminates such arbitration, then Landlord will be deemed to have accepted Tenant’s determination of the Fair Market Rate. If Tenant terminates such arbitration, then Tenant shall be deemed to have accepted Landlord’s determination of the Fair Market Rate. The following standards shall be observed shared equally by Tenant for the mutual safety, cleanliness Landlord and convenience of all occupants of the Building. These rules are subject to change from time to time, as specified in the Lease Agreement. 1. Except as set forth in Exhibit “G” or in Section 11 of the Lease Agreement, all tenants will refer all contractors’ representatives and installation technicians who are to perform any work within the Building to Landlord for Landlord’s supervision, approval and control before the performance of any such work. Except as set forth in Exhibit “G” or in Section 11 of the Lease Agreement, this provision shall apply to all work performed in the Building including, but not limited to, installations of telephones, computer equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building. Tenant shall not ▇▇▇▇, paint, drill into, or in any way deface any part of the Building or the Leased Premises, except with the prior written consent of the Landlord, and as the Landlord may direct. 2. The work of the janitorial or cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and such work may be done at any time when the offices are vacant. Notwithstanding the foregoing, the janitorial and cleaning personnel shall use reasonable efforts not to disturb Tenant’s business in the Leased Premises. The windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles, cabinets, book cases, map cases, etc., necessary to prevent unreasonable hardship to Landlord in discharging its obligations regarding cleaning service. 3. Movement of furniture or office equipment in or out of the Building, or dispatch or receipt by Tenant of any heavy equipment, bulky material or merchandise which requires use of elevators or stairways, or movement through the Building’s service dock or lobby entrance shall be restricted to such hours as Landlord shall designate. All such movement shall be in a manner to be agreed upon between Tenant and Landlord in advance. Such prior arrangements shall be initiated by Tenant. The timefees of each party's respective Broker, method and routing of movement and limitations for safety or other concern which may prohibit any articleif applicable, equipment or other item from being brought into the Building shall be subject to Landlord’s discretion and control. Any hand trucks, carryalls or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Building shall require. Although Landlord or its personnel may participate in or assist in the supervision of such movement, Tenant assumes final responsibility for all risks as to damage to articles moved and injury to persons or property engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant, from the time of entering the property to completion of work. Landlord shall not be liable for the acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenantborne by that party. 4. Except as provided in Section 23 of the Lease, no sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees, in or on any part of the outside or inside of the Building or Leased Premises without prior written consent of Landlord, such consent not to be unreasonably withheld and then only of such color, size, character, style and material and in such places as shall be reasonably approved and designated by Landlord. Signs on doors and entrances to the Leased Premises shall be placed thereon by Landlord. 5. Except as permitted under Section 41, Tenant shall not place, install or operate on the Leased Premises or in any part of the Building any engine, refrigerating, heating or air conditioning apparatus, stove or machinery, or conduct mechanical operations, or place or use in or about the Leased Premises any inflammable, explosive, hazardous or odorous solvents or materials without the prior written consent of Landlord, such consent not to be unreasonably withheld. No portion of the Leased Premises shall at any time be used for cooking, sleeping or lodging quarters. Tenant may use coffee pots, refrigerators or microwaves in Leased Premises.