Common use of Valuation of Property Clause in Contracts

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company or the Remaining Major Stockholders, as applicable, shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder and the Company or the Remaining Major Stockholders, as applicable, cannot agree on such cash value within ten (10) days after the Company’s receipt of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer Notice, the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder and the Company or the Remaining Major Stockholders, as applicable, or, if they cannot agree on an appraiser within twenty (20) days after the Company’s receipt of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder and the Company or the Remaining Major Stockholders exercising their purchase rights, as applicable. If the time for the closing of the Company’s purchase or the Remaining Major Stockholders’ purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Selling Shareholder Transfer Notice or Additional Selling Shareholder Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, Holders) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder Selling Shareholder and the Company (or the Remaining Major Stockholders, as applicable, Holders) cannot agree on such cash value within ten (10) days Business Days after the Company’s receipt of the Selling Shareholder Transfer Notice (or the Remaining Major StockholdersHolders’ receipt of the Additional Selling Shareholder Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder Selling Shareholder and the Company (or the Remaining Major Stockholders, as applicable, Holders) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s receipt of the Selling Shareholder Transfer Notice (or the Remaining Major StockholdersHolders’ receipt of the Additional Selling Shareholder Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder Selling Shareholder and the Company (or the Remaining Major Stockholders exercising their purchase rightsHolders), as applicablewith the half of the cost borne by the Company and the Holders borne pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 5. If the time for the closing of the Company’s purchase or the Remaining Major StockholdersHolders’ purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the later of (a) the fifth business (5th) Business Day following delivery of the Exercise Notice or (b) the fifteenth (15th) day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company or the Remaining Major Stockholders, as applicable, Purchaser shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If such property does not have a readily ascertainable value, and if the Transferring Stockholder Offered Shares are common stock or other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Company or Transfer Notice. If the Remaining Major Stockholders, as applicable, Founder and Purchaser cannot agree on such cash value within ten (10) days after the Company’s Purchaser's receipt of the Transfer Notice or Notice, Founder and Purchaser shall mutually select an appraiser who is active in the Remaining Major Stockholders’ receipt appraisal of the Additional Transfer Notice, the valuation shall be made by an appraiser type of recognized standing selected by the Transferring Stockholder and the Company or the Remaining Major Stockholders, as applicable, or, if they cannot agree on an appraiser property at issue within twenty (20) days after the Company’s Purchaser's receipt of the Transfer Notice Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree (or as soon as possible as determined and directed by the Remaining Major Stockholders’ receipt appraiser if Founder and Purchaser do not promptly agree). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as the fair value of the Additional Transfer Noticesubject property, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal such determination shall be determinative binding on Founder and Purchaser. If Founder's determination is selected as the fair value of such valuethe property, then Purchaser shall bear all of the appraiser's costs and fees. The cost If Purchaser's determination is selected as the fair value of such appraisal the property, the Founder shall be shared equally by bear all of the Transferring Stockholder broker's costs and the Company or the Remaining Major Stockholders exercising their purchase rights, as applicablefees. If the time for the closing of the Company’s purchase or the Remaining Major Stockholders’ Purchaser's purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the --------------------- Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, Offeree Holders) shall have the right to pay the purchase price in the form of cash provided in Sections 3(b) and (d) equal in amount to the value of such property. If the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders, as applicable, Offeree Holders) cannot agree on such cash value within ten (10) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ Holders' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders, as applicable, Offeree Holders) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ Holders' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders exercising their purchase rightsOfferee Holders), as applicablewith the half of the cost borne by the Company and the Offeree Holders borne pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 3. If the time for the closing of the Company’s 's purchase or the Remaining Major Stockholders’ Offeree Holders' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should any portion of the purchase price specified in the Transfer Notice be payable in cash, evidences of indebtedness or Additional securities of any entity, NVC shall have the right to pay such portion of the purchase price in cash, at the agreed to or appraised value as set forth below. Should any portion of the purchase price specified in the Transfer Notice be payable in property other than cash or cash, evidences of indebtednessindebtedness or securities of any entity, the Company or the Remaining Major Stockholders, as applicable, NVC shall have the right to pay such portion of the purchase price in the form of cash or in the form of equivalent property of NVC (which shall not include securities of NVC, unless NVC and ZAIQ otherwise agree) equal in amount to the value of such propertyproperty (with the concept of equivalency to include, without limitation, equivalency of liquidity). If the Transferring Stockholder ZAIQ and the Company or the Remaining Major Stockholders, as applicable, NVC cannot agree on such cash value the values of any evidences of indebtedness, securities of any entity, or property offered as consideration in the Transfer Notice or on the values of any NVC property offered in lieu thereof, within ten (10) days after the Company’s NVC's receipt of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer Notice, the valuation valuations shall be made by an appraiser of recognized standing selected by the Transferring Stockholder ZAIQ and the Company or the Remaining Major Stockholders, as applicable, NVC or, if they cannot agree on an appraiser within twenty ten (2010) days after the Company’s NVC's receipt of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valuevalues. The cost of such appraisal shall be shared equally by the Transferring Stockholder ZAIQ and the Company or the Remaining Major Stockholders exercising their purchase rights, as applicableNVC. If the time for the closing of the Company’s purchase or the Remaining Major Stockholders’ NVC's purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s)) and any property offered by NVC, then such closing shall be held on or prior to the fifth business day after such valuation valuations shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, ) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Selling Stockholder and the Company (or the Remaining Major Stockholders, as applicable, ) cannot agree on such cash value within ten (10) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ ' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Selling Stockholder and the Company (or the Remaining Major Stockholders, as applicable, ) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ ' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Selling Stockholder and the Company (or the Remaining Major Stockholders), (with the half of the cost borne by the Stockholders exercising their pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 2.2.) The Selling Stockholder may elect, either before or after an appraisal has been completed, to withdraw its offer to make a Transfer, in which event all options to purchase rightsunder this Section 2.2 shall be null and void as to such withdrawn Transfer; provided, as applicablehowever, that in such event, the Selling Stockholder shall bear all the costs of the appraisal, if any, including any costs associated with the selection and retention of appraiser(s). If the time for the closing of the Company’s 's purchase (or the Remaining Major Stockholders’ purchase ') has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in --------------------- the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, VCC) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder Kim and the Company (or the Remaining Major Oxxxr Stockholders, as applicable, ) cannot agree on such cash value within ten five (105) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Other Stockholders’ ' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder Kim and the Company (or the Remaining Major Oxxxr Stockholders holding a majority of the Shares held by the Other Stockholders, on an as applicableconverted basis), or, if they cannot agree on an appraiser within twenty ten (2010) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Other Stockholders’ ' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that it is necessary to have an appraiser make a valuation, the time for the Company or any Other Stockholder to exercise any rights under this Section 3 shall be extended by the number of days necessary to obtain such valuation. The cost of such appraisal shall be shared equally by the Transferring Stockholder Kim and the Company (or the Remaining Major pxxxhasing Other Stockholders), with the half of the cost borne by the Company and the purchasing Other Stockholders exercising their purchase rights, as applicableborne pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 3. If the time for the closing of the Company’s purchase 's or the Remaining Major purchasing Other Stockholders’ ' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s)price, then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or the Remaining Major Stockholders, as applicable, ) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder Founder and the Company Corporation (or the Remaining Major Stockholders, as applicable, ) cannot agree on such cash value within ten (10) days after the Company’s Corporation's receipt of the Transfer Notice (or the Remaining Major Stockholders’ ' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder Founder and the Company Corporation (or the Remaining Major Stockholders, as applicable, ) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s Corporation's receipt of the Transfer Notice (or the Remaining Major Stockholders’ ' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder Founder and the Company Corporation (or the Remaining Major Stockholders), with the half of the cost borne by the Corporation and the Stockholders exercising their purchase rights, as applicableborne pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 3.4. If the time for the closing of the Company’s Corporation's purchase or the Remaining Major Stockholders’ ' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer ROFR Notice be payable in property other than cash or evidences of indebtedness, the Company or the Remaining Major Stockholders, as applicable, ROFR Offerees shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. If the Transferring Stockholder Member and the Company or the Remaining Major Stockholders, as applicable, ROFR Offerees cannot agree on such cash fair market value within ten (10) days after the Company’s receipt of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer ROFR Notice, the valuation shall be made by an appraiser of nationally recognized standing selected by the Transferring Stockholder Member and the Company or the Remaining Major Stockholders, as applicable, ROFR Offerees or, if they cannot agree on an appraiser within twenty (20) days after the Company’s receipt of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer ROFR Notice, each shall select an appraiser of recognized standing and submit its determination of the valuation and the two (2) appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value; provided, that if a Principal Member is the Transferring Member, the other Principal Member shall represent the ROFR Offerees in selection of an appraiser pursuant to this Section 10.06(d). Such appraiser’s determination of value must be within the range of the two valuations provided by the Transferring Member and the ROFR Offerees. Such appraiser shall act as an expert and not an arbitrator. The parties submitting the matter to such appraiser shall instruct such appraiser to render its written decision as promptly as practicable after the dispute is submitted to it, and in any event within 30 days. Such appraiser’s determination of value must be within the range of the valuations provided by the submitting parties and shall be final and binding on, and non-appealable by, the submitting parties or any other Person absent manifest error or intentional fraud. The cost of such appraisal shall be shared borne equally by the Transferring Stockholder Member and the Company or the Remaining Major Stockholders exercising their purchase rights, as applicableROFR Offerees. If the time for the closing of the Company’s purchase or the Remaining Major StockholdersROFR Offerees’ purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s)Third Party Purchaser, then such closing shall be held on or prior to the fifth business day tenth (10th) Business Day after such valuation shall have been made pursuant to this subsectionSection 10.06(d).

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice The net asset value per Share shall be payable in property other than cash or evidences of indebtedness, the Company or the Remaining Major Stockholders, determined once each business day as applicable, shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder and the Company or the Remaining Major Stockholders, as applicable, cannot agree on such cash value within ten (10) days after the Company’s receipt of the Transfer Notice or close of business on the Remaining Major Stockholders’ receipt of New York Stock Exchange. The market value at the Additional Transfer Notice, the valuation Partnership's portfolio securities shall be made determined by an appraiser of recognized standing selected by appraising securities traded on a national securities exchange at the Transferring Stockholder and the Company or the Remaining Major Stockholders, as applicable, last sale price or, if they canno sale occurred on that day, at the mean between the closing bid and asked prices; by appraising all other securities not agree on an appraiser within twenty so traded in like manner if market quotations are available (20) days after or at the Company’s receipt mean between the highest bid and lowest asked prices if there is to last sale price or closing bid and asked prices); and by appraising all other securities at fair value as determined in good faith by the Managing General Partners. The value of receivables shall be deemed to be their face amount unless the Managing General Partners shall have determined the value to be less. Dividends shall be treated as a receivable as of the Transfer Notice or the Remaining Major Stockholders’ receipt of the Additional Transfer Notice, each shall select an appraiser of recognized standing ex-dividend date and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal interest shall be determinative of such valueaccrued. The cost of such appraisal shall be shared equally by From the Transferring Stockholder and the Company or the Remaining Major Stockholders exercising their purchase rights, as applicable. If the time for the closing of the Company’s purchase or the Remaining Major Stockholders’ purchase has expired but for the determination of the total value of the purchase price offered assets there shall be deducted all indebtedness, expenses and management charges accrued to the appraisal date, all contractual obligations, including unpaid distributions payable to Partners of record on or before the appraisal date, all reserves for taxes, unpaid redemptions prior to such valuation date and contingencies, and all other liabilities. The resulting amount, representing the net assets of the Partnership, shall be divided by the prospective transferee(s), number of Shares then such closing outstanding and the quotient shall be held on deemed to be the net asset value per Share. The net asset value so determined should be effective as of the close of business next following the receipt by the Partnership of a tender of a Share for redemption or prior an order to the fifth business day after such valuation shall have been made pursuant to this subsectionpurchase or sell a Share.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, other Stockholder) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring transferring Stockholder and the Company (or the Remaining Major Stockholders, as applicable, other Stockholder) cannot agree on such cash value within ten (10) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major other Stockholders’ ' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder and the Company (or the Remaining Major Stockholders, as applicable, other Stockholder) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major other Stockholders’ ' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring transferring Stockholder and the Company (or the Remaining Major Stockholders exercising their other Stockholder), with half of the cost borne by the Company and the cost borne pro rata by each Stockholder based on the number of shares such parties were interested in purchasing pursuant to this Section 1. The transferring Stockholder may elect, either before or after an appraisal has been completed, to withdraw its offer to make a Transfer, in which event all options to purchase rightsunder this Section 1.2 shall be null and void as to such withdrawn Transfer; provided however that in such event, as applicablethe transferring Stockholder shall bear all the costs of the appraisal, if any, including any costs associated with the selection and retention of appraiser(s). If the time for the closing of the Company’s 's purchase or the Remaining Major other Stockholders’ ' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, ) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Selling Stockholder and the Company (or the Remaining Major Stockholders, as applicable, ) cannot agree on such cash value within ten (10) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ ' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Selling Stockholder and the Company (or the Remaining Major Stockholders, as applicable, ) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ ' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Selling Stockholder and the Company (or the Remaining Major Stockholders) (with the half of the cost borne by the Stockholders exercising their pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 2.2). The Selling Stockholder may elect, either before or after an appraisal has been completed, to withdraw its offer to make a Transfer, in which event all options to purchase rightsunder this Section 2.2 shall be null and void as to such withdrawn Transfer; provided, as applicablehowever, that in such event, the Selling Stockholder shall bear all the costs of the appraisal, if any, including any costs associated with the selection and retention of appraiser(s). If the time for the closing of the Company’s 's purchase (or the Remaining Major Stockholders’ purchase ') has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Remaining Major Genstar Parties and any participating Stockholders, as applicable, ) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders, as applicable, Genstar Parties) cannot agree on such cash value within ten (10) days after the Company’s receipt identity of the Transfer Notice or the Remaining Major Stockholders’ receipt purchaser(s) of the Additional Transfer NoticeOffered Shares is determined pursuant to Sections 4.2 and 4.3, the valuation shall be made by an appraiser of recognized standing selected by the such Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders, as applicable, Genstar Parties) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s receipt identity of the Transfer Notice purchaser(s) of the Offered Shares is determined pursuant to Sections 4.2 and 4.3, the Transferring Holder and the Company (or the Remaining Major Stockholders’ receipt of the Additional Transfer Notice, Genstar Parties) shall each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. Any participating Stockholder agrees to be bound by, and will not object to, the appraisal as determined by any appraiser selected in accordance with this Section 4.4. The cost of such appraisal shall be shared equally by the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders exercising their purchase rights, as applicableGenstar Parties and any other Stockholder who participates). If the time for the closing of the Company’s purchase or the Remaining Major Genstar Parties’ and the other Stockholders’ purchase has expired would have passed (i.e., forty-five (45) days after the receipt of the Transfer Notice) but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, or should there be no purchase price associated with the transfer, the Company (or the Remaining Major Stockholders, as applicable, Key Holders) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If a Transferring Key Holder, the Transferring Stockholder Company, the Co-Sale Eligible Investors, and/or the Co-Sale Eligible Key Holder, and the Company or the Remaining Major StockholdersKey Holder (in each case, as applicable, ) cannot agree on such cash value within ten (10) days after the Company’s ’s, the Co-Sale Eligible Key Holder’s, or Co-Sale Eligible Investors’ receipt of the Transfer Notice (or the Remaining Major StockholdersKey Holders’ and Co-Sale Eligible Investors’ receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by agreement amongst the Transferring Stockholder Key Holders, the Co-Sale Eligible Key Holder, the Company, the Co-Sale Eligible Investors, and the Company or the Remaining Major StockholdersKey Holder (in each case, as applicable); provided however, or, that if they cannot agree on an appraiser within twenty ten (2010) days after the Company’s receipt of the Transfer Notice (or the Remaining Major StockholdersKey Holders’ and Co-Sale Eligible Investors’ receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers so selected shall by agreement designate a third an appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder Key Holder, the Co-Sale Eligible Key Holder, Co-Sale Eligible Investor, and the Company or Company, with half of the Remaining Major Stockholders exercising their purchase rightscost borne by the Company, as applicableand the other half to be borne pro rata by each Stockholder who is purchasing the shares being transferred, with the amount to be paid by each Stockholder to be based on the number of shares such parties were interested in purchasing pursuant to this Subsection 6.1. If the time for the closing of the Company’s purchase or the Remaining Major StockholdersKey Holders’ purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or 3 89 evidences of indebtedness, the Company (or the Remaining Major Stockholders, as applicable, Non-Transferring Holders) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders, as applicable, Non-Transferring Holders) cannot agree on such cash value within ten (10) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ Non-Transferring Holders' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders, as applicable, Non-Transferring Holders) or, if they cannot agree on an appraiser within twenty (20) days after the Company’s 's receipt of the Transfer Notice (or the Remaining Major Stockholders’ Non-Transferring Holders' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder Holder and the Company (or the Remaining Major Stockholders exercising their purchase rightsNon-Transferring Holders), as applicablewith the half of the cost borne by the Company and the Non-Transferring Holders borne pro rata by each based on the number of shares such parties were interested in purchasing pursuant to this Section 3. If the time for the closing of the Company’s 's purchase or the Remaining Major Stockholders’ Non-Transferring Holders' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.