Common use of Determination of Appraised Value Clause in Contracts

Determination of Appraised Value. For purposes of this Article 7, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members. The Qualified Appraiser or the two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion of the appraisal, which shall not be later than thirty (30) days from the Effective Date of the appointment of the last Qualified Appraiser. The Qualified Appraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such being the fairest price estimated in the terms of money which the Company could obtain if the assets of the Company were sold, for all cash, in the open market allowing a reasonable time to find a purchaser. Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the average of the two (2) appraisals shall constitute the Appraised Value of the assets of the Company for purposes of this Article 7.

Determination of Appraised Value. For Within thirty (30) days after the date of this Agreement, Appraiser shall deliver to Purchaser and Seller an appraisal report including its proposed determination of the Appraised Value (a “Proposed Appraised Value”). Within ten (10) Business Days after receipt of such appraisal report from Appraiser, Seller shall notify Purchaser in writing whether Seller accepts or rejects Appraiser’s Proposed Appraised Value. If Seller timely notifies Purchaser that Seller accepts Appraiser’s Proposed Appraised Value or fails to notify Purchaser of its acceptance or rejection of the Appraiser’s Proposed Appraised Value within such ten (10) Business Day period, then such Proposed Appraised Value shall be the Appraised Value for purposes of this Article 7Agreement. If Seller rejects Appraiser’s Proposed Appraised Value within such ten (10) Business Day period, the appraised value (“Appraised Value”) Seller shall be deemed to have elected to arbitrate as of the assets last day of the Company ten (10) Business Day period, and the determination of Appraised Value shall be determined by one (1) or more independent Qualified Appraisersarbitration in accordance with the following provisions of this paragraph. The Non-Defaulting Member Purchaser and Seller shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date each appoint a local appraiser who is a member of the Default NoticeAmerican Institute of Real Estate Appraisers, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select if one is not available, a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint most nearly comparable organization, who has a Qualified Appraiser within the time period specified and after the expiration minimum of five (5) days following years’ experience in the Effective Date West Virginia commercial real estate market, is licensed by the State of written demand that West Virginia, and is not affiliated with either party or involved in an active transaction in which either party is also involved. Each party shall notify the other as to the name and address of the appraiser selected within five (5) Business Days after the arbitration election date. Each appraiser shall, within the next twenty (20) Business Days, notify both parties of their Proposed Appraised Value. If the two appraisers agree upon a Qualified Appraiser Proposed Appraised Value, such determination shall be appointedthe Appraised Value for purposes of this Agreement. If the appraisers fail to agree upon a Proposed Appraised Value within such twenty (20) Business Day period, the Qualified Appraiser duly appointed by two appraisers shall select a third appraiser, who shall satisfy the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein same professional qualification requirements set forthforth above, and the appraisers will then notify Purchaser and Seller of such appraiser’s name, address and selection within five (5) Business Days following the failure to agree upon an Appraised Value. The third appraiser will select one or the other of the two Proposed Appraised Values submitted by the other two appraisers and will notify the parties and the appraisers within ten (10) Business Days of being selected. The determination thereof of the third appraiser shall be conclusive final and binding on all Purchaser and Seller and the MembersProposed Appraised Value so selected shall be the Appraised Value for purposes of this Agreement. The Qualified Appraiser or the two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion costs of the appraisal, which Appraiser shall not be later than thirty (30) days from the Effective Date of the appointment of the last Qualified Appraisershared equally by Purchaser and Seller. The Qualified Appraiser(s) cost of any other appraisers shall determine be borne by the Party whose appraisal is not accepted as the Appraised Value by determining the fair market value of the assets of the Company, such being the fairest price estimated in the terms of money which the Company could obtain if the assets of the Company were sold, for all cash, in the open market allowing a reasonable time to find a purchaser. Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the average of the two (2) appraisals shall constitute the Appraised Value of the assets of the Company for purposes of this Article 7third appraiser.

Determination of Appraised Value. For purposes of this Article 7Agreement, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members. The Qualified Appraiser or the two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion of the appraisal, which shall not be later than thirty (30) days from the Effective Date of the appointment of the last Qualified Appraiser. The Qualified Appraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such being ” means the fairest price estimated in the terms of money which the Company could obtain if the its assets of the Company were sold, for all cash, sold in bulk in the open market allowing a reasonable time to find a purchaser. Upon submission purchaser who purchases with knowledge of the appraisals setting forth uses for which such assets in their then condition are adapted and for which such assets are capable of being used. The Appraised Value of the opinions assets of the Company shall be determined as of the date of the Election Notice by one or more real estate appraisers selected as hereafter provided, all of whom shall be members of The Appraisal Institute with not less than five (5) years experience in the real estate appraisal business and be familiar with real estate values in the geographic region in which the Property is located. The Electing Member shall select one (1) appraiser and shall notify the Non-Electing Member in writing of the appraiser so selected within fifteen (15) days after giving the Election Notice. The Non-Electing Member shall select a second appraiser within fifteen (15) days after receipt of that notice and shall notify the Electing Member of the person so selected. If only one (1) appraiser shall have been so selected within twenty (2 0) days after the Electing Member’s notice to the Non-Electing Member of the appraiser selected by the Electing Member, or if two (2) appraisers shall have been so selected but only one (I) such appraiser shall have determined the Appraised Value of the assets of the CompanyCompany within thirty (30) days after the appointment of the second appraiser, then the determination of such appraiser shall be final and binding upon the parties. If two (2) appraisers shall have been appointed and shall have made their determinations of the Appraised Value of the assets of the Company within thirty (30) days after the appointment of the second appraiser and if the difference between the appraised values so determined shall not exceed five percent (5%) of the lesser of such appraised values, then the Appraised Value shall be the average of the amounts so determined. If, however, the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two (2) appraisers shall have twenty (20) days to select a third appraiser, but if such appraisers fail to do so, then either Member may request the American Arbitration Association or any successor organization thereto to appoint a third appraiser within twenty (20) days of such request, and the Members shall be bound by any such selection within such twenty (20) days. If no such appraiser shall have been selected by the American Arbitration Association within such twenty (20) days, either Member may apply to any court having jurisdiction to make such selection. Any appraiser selected by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Appraised Value in accordance with the terms of this Agreement within thirty (30) days after its appointment. If there is a third appraisal, the Appraised Value shall be the average of the two (2) appraisals shall constitute the nearest in value. All such determinations of Appraised Value shall be final and binding upon the Members. 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 Members. Except as hereinafter set forth, each Member shall pay for the services of the assets appraiser appointed by such Member. The cost of the Company for purposes services of this Article 7the third appraiser, if any, shall be paid one-half (1/2) by each Member. If only one appraiser is used, the cost of the services of such appraiser shall be paid one-half (1/2) by each Member.

Determination of Appraised Value. For purposes of this Article 7Agreement, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members. The Qualified Appraiser or the two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion of the appraisal, which shall not be later than thirty (30) days from the Effective Date of the appointment of the last Qualified Appraiser. The Qualified Appraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such being ” means the fairest price estimated in the terms of money which the Company could obtain if the its assets of the (other than cash then in Company bank accounts) were sold, for all cash, sold in bulk in the open market allowing a reasonable time to find a purchaser. Upon submission purchaser who purchases with knowledge of the appraisals setting forth uses for which such assets in their then condition are adapted and for which such assets are capable of being used. The Appraised Value of the opinions assets of the Company shall be determined as of the date of the Election Notice by one or more real estate appraisers selected as hereafter provided, all of whom shall be members of The Appraisal Institute with not less than five (5) years experience in the real estate appraisal business and be familiar with real estate values in the geographic region in which the Property is located. The Electing Member shall select one (1) appraiser and shall notify the Non-Electing Member in writing of the appraiser so selected within fifteen (15) days after giving the Election Notice. The Non-Electing Member shall select a second appraiser within fifteen (15) days after receipt of that notice and shall notify the Electing Member of the person so selected. If only one (1) appraiser shall have been so selected within twenty (20) days after the Electing Member’s notice to the Non-Electing Member of the appraiser selected by the Electing Member, or if two (2) appraisers shall have been so selected but only one (1) such appraiser shall have determined the Appraised Value of the assets of the CompanyCompany within thirty (30) days after the appointment of the second appraiser, then the determination of such appraiser shall be final and binding upon the parties. If two (2) appraisers shall have been appointed and shall have made their determinations of the Appraised Value of the assets of the Company within thirty (30) days after the appointment of the second appraiser and if the difference between the appraised values so determined shall not exceed five percent (5%) of the lesser of such appraised values, then the Appraised Value shall be the average of the amounts so determined. If, however, the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two (2) appraisers shall have twenty (20) days to select a third appraiser, but if such appraisers fail to do so, then either Member may request the American Arbitration Association or any successor organization thereto to appoint a third appraiser within twenty (20) days of such request, and the Members shall be bound by any such selection within such twenty (20) days. If no such appraiser shall have been selected by the American Arbitration Association within such twenty (20) days, either Member may apply to any court having jurisdiction to make such selection. Any appraiser selected by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Appraised Value in accordance with the terms of this Agreement within thirty (30) days after its appointment. If there is a third appraisal, the Appraised Value shall be the average of the two (2) appraisals shall constitute the nearest in value. All such determinations of Appraised Value shall be final and binding upon the Members. 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 Members. Except as hereinafter set forth, each Member shall pay for the services of the assets appraiser appointed by such Member. The cost of the Company for purposes services of this Article 7the third appraiser, if any, shall be paid one-half (1/2) by each Member. If only one appraiser is used, the cost of the services of such appraiser shall be paid one-half (1/2) by each Member.

Determination of Appraised Value. For purposes of this Article 7VII, the appraised value (“"Appraised Value”") of the assets of the Company shall be determined as follows: The Appraised Value shall be determined by one (1) or more independent Qualified Appraisersqualified M.A.I. appraisers with at least five (5) years' experience appraising industrial real estate projects. The Non-Defaulting Member shall select one (1) Qualified Appraiser appraiser and shall include such selection in the Default Notice. Within fifteen (15) days Business Days following the Effective Date effective date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser such an appraiser within the time period specified and after the expiration of five (5) days Business Days following the Effective Date effective date of written demand that a Qualified Appraiser an appraiser be appointed, then the Qualified Appraiser appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all both of the Members. The Qualified Appraiser or If two (2) appraisers are selected, then such selected appraisers shall thereafter appoint a third (3rd) appraiser. If the two (2) Qualified Appraisersselected appraisers fail to appoint a third (3rd) appraiser within ten (10) Business Days following the effective date of written notice from the Defaulting Member notifying the Non-Defaulting Member of the selection of the second (2nd) appraiser, then any Member may petition a court of competent jurisdiction to appoint a third (3rd) appraiser, in the same manner as provided for the appointment of an arbitrator pursuant to California Code of Civil Procedure Section 1281.6. The appraiser or three (3) appraisers, as the case may be, shall promptly fix determine a time date for the completion of the appraisal, which shall not be later than thirty sixty (3060) days from the Effective Date effective date of the appointment of the last Qualified Appraiserappraiser. The Qualified Appraiser(sappraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such fair market value being the fairest price estimated in the terms of money which the Company could obtain if the such assets of the Company were sold, for all cash, sold in the open market allowing a reasonable time to find a purchaserpurchaser who purchases with knowledge of the business of the Company at the time of the occurrence of the Default Event. Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the two (2) such appraisals which are nearest in amount shall be retained, and the third (3rd) appraisal shall be discarded. The average of the two (2) retained appraisals shall constitute the Appraised Value of the assets of the Company for purposes of this Article 7.VII; unless one (1) appraisal is the mean of the other two (2) appraisals, in which case such appraisal shall constitute the Appraised Value of the assets of the Company for purposes of this Article VII. 1116763.08/OC 373745-00002/0-0-00/pdo/agt 30 54430-10898/2652216.4

Determination of Appraised Value. For purposes of this Article 7, Agreement the appraised value (“-------------------------------- Appraised Value”) Value of the assets Class A Common Stock shall mean the fair market value as determined by an independent appraiser mutually agreeable to the representative of Xxxxxxxx'x estate and the Company. If the representative of Xxxxxxxx'x estate and the Company shall be determined by one (1) or more are not able to agree on an independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members. The Qualified Appraiser or the two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion of the appraisal, which shall not be later than thirty (30) days from the Effective Date of the appointment receipt by the representative of Xxxxxxxx'x estate of notice that the last Qualified Appraiser. The Qualified Appraiser(s) shall Company desires to determine the Appraised Value then the Company and the representative of Xxxxxxxx'x estate shall each promptly select an appraiser. If either the Company or the representative of Xxxxxxxx'x estate fails to select an appraiser within twenty (20) days of a written demand by determining the other, the fair market value of the assets Class A Common Stock shall be determined solely by the appraiser selected by the party giving the written demand. Each of the Companyappraisers, such being within ninety (90) of their appointment, shall determine the fairest price estimated in the terms of money which the Company could obtain if the assets fair market value of the Company were sold, for all cash, in Class A Common Stock. If the open market allowing a reasonable time to find a purchaser. Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the average lower of the two appraisals is equal to or in excess of the product of eighty-five one hundredths (2.85) times the higher appraisal, then the two appraisals shall constitute be averaged, and the Appraised Value of averaged appraisal amount shall be the assets of the Company fair market value for purposes of this Article 7Agreement. If the lower of the two appraised values is less than the foregoing product, then the two selected appraisers shall, within twenty (20) days, jointly select a third appraiser, who shall then have forty-five (45) days within which to arrive at a fair market value, at which time the value determined by the third appraiser shall be averaged with the closer of the two previously determined values to determine the fair market value for purposes of this Agreement. The cost of obtaining the appraisals shall be paid by the non- offering Shareholders (and the Company if it is an offeree of the Class A Common Stock) and fifty percent (50%) thereof shall be credited against the purchase price for the shares of the Class A Common Stock.

Determination of Appraised Value. For purposes of this Article 7VII, the appraised value (“"Appraised Value”") of the assets of the Company shall be determined as follows: The Appraised Value shall be determined by one (1) or more independent Qualified Appraisersqualified M.A.I. appraisers with at least five (5) years' experience appraising industrial real estate projects. The Non-Defaulting Member shall select one (1) Qualified Appraiser appraiser and shall include such selection in the Default Notice. Within fifteen (15) days Business Days following the Effective Date effective date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser such an appraiser within the time period specified and after the expiration of five (5) days Business Days following the Effective Date effective date of written demand that a Qualified Appraiser an appraiser be appointed, then the Qualified Appraiser appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all both of the Members. The Qualified Appraiser or If two (2) appraisers are selected, then such selected appraisers shall thereafter appoint a third (3rd) appraiser. If the two (2) Qualified Appraisersselected appraisers fail to appoint a third (3rd) appraiser within ten (10) Business Days following the effective date of written notice from the Defaulting Member notifying the 1101801.21/OC 54430-10898/2568195.16 34 FINAL VERSION Non-Defaulting Member of the selection of the second (2nd) appraiser, then any Member may petition a court of competent jurisdiction to appoint a third (3rd) appraiser, in the same manner as provided for the appointment of an arbitrator pursuant to California Code of Civil Procedure Section 1281.6. The appraiser or three (3) appraisers, as the case may be, shall promptly fix determine a time date for the completion of the appraisal, which shall not be later than thirty sixty (3060) days from the Effective Date effective date of the appointment of the last Qualified Appraiserappraiser. The Qualified Appraiser(sappraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such fair market value being the fairest price estimated in the terms of money which the Company could obtain if the such assets of the Company were sold, for all cash, sold in the open market allowing a reasonable time to find a purchaserpurchaser who purchases with knowledge of the business of the Company at the time of the occurrence of the Default Event. Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the two (2) such appraisals which are nearest in amount shall be retained, and the third (3rd) appraisal shall be discarded. The average of the two (2) retained appraisals shall constitute the Appraised Value of the assets of the Company for purposes of this Article 7VII; unless one (1) appraisal is the mean of the other two (2) appraisals, in which case such appraisal shall constitute the Appraised Value of the assets of the Company for purposes of this Article VII.