Common use of Appraisal Procedures Clause in Contracts

Appraisal Procedures. If the Managing Member and the Advisory Board are unable to agree upon the Fair Market Value of any non-cash property of the Fund within thirty (30) days after the Managing Member receives written notice that the Advisory Board objects to the Managing Member s determination, or if the Managing Member determines at any time (whether before or after the expiration of such thirty (30) days) that the Managing Member and the Advisory Board are unlikely to reach agreement on the Fair Market Value, then such Fair Market Value shall be determined as follows: (a) Upon the expiration of such thirty (30) day period or such shorter period determined by the Managing Member, either the Managing Member or the Advisory Board may request an appraisal of the applicable property by sending written notice thereof to the other. Within five (5) days after receipt of the written notice by the party to whom such notice is sent, the Managing Member and the Advisory Board shall, by mutual agreement, appoint an independent appraiser (which may be an investment bank, accounting firm, asset appraiser, or other valuation professional). If the Managing Member and the Advisory Board cannot agree on a single independent appraiser within such five (5) day period, the Managing Member and the Advisory Board shall each have the right to select an independent appraiser experienced in such matters and shall give written notice to the other of the appraiser so selected. The first party to receive such a notice shall have five (5) days after receipt thereof to give the other written notice of its selection. (b) If either the Managing Member or the Advisory Board properly gives a first notice and the other does not properly give the second notice within the requisite time or if a single appraiser is selected, the one independent appraiser so selected shall be the sole appraiser in making the determination required hereunder, which written determination shall be final and binding and shall be delivered to the Managing Member and the Advisory Board no more than thirty (30) days after the delivery of the first notice. (c) If the second notice is properly given within the requisite time, the independent appraisers so selected shall promptly make the determination required hereunder and deliver a written summary of such determination to the Managing Member and the Advisory Board within thirty (30) days after the delivery of the first notice. If such two appraisers reach the same determination, their determination shall be final and binding. If the two appraisers reach determinations that are different but the lower determination is no less than ninety percent (90%) of the higher determination, an average of the two (2) shall be final and binding. In all other events, the two (2) appraisers shall promptly select a third independent appraiser who shall promptly select the determination of one of the two (2) appraisers which it believes is more accurate and deliver a written summary of such determination to the Managing Member and the Advisory Board no more than sixty (60) days after the delivery of the first notice, and such determination shall be final and binding on both parties. All fees and expenses of each such independent appraiser shall be borne by the Fund. (d) In making any determinations of Fair Market Value of non-cash property under this Article XIV, each appraiser shall take into account such factors consistent with the intent and purposes of this Agreement, including, without limitation, any and all factors, such appraisers reasonably determine might affect such Fair Market Value, without regard to any discounts for illiquidity or non-transferability.

Appraisal Procedures. (a) If the Managing Member and the Advisory Board are unable to agree upon the Fair Market Value of any non-cash property of the Fund within thirty (30) days after the Managing Member receives written notice that the Advisory Board objects to the Managing Member s Member's determination, or if the Managing Member determines at any time (whether before or after the expiration of such thirty (30) days) that the Managing Member and the Advisory Board are unlikely to reach agreement on the Fair Market Value, then such Fair Market Value shall be determined as follows: (ab) Upon the expiration of such thirty (30) -day period or such shorter period determined by the Managing Member, either the Managing Member or the Advisory Board may request an appraisal of the applicable property by sending written notice thereof to the other. Within five (5) days after receipt of the written notice by the party to whom such notice is sent, the Managing Member and the Advisory Board shall, by mutual agreement, appoint an independent appraiser (which may be an investment bank, accounting firm, asset appraiser, or other valuation professional). If the Managing Member and the Advisory Board cannot agree on a single independent appraiser within such five (5) day period, the Managing Member and the Advisory Board shall each have the right to select an independent appraiser experienced in such matters and shall give written notice to the other of the appraiser so selected. The first party to receive such a notice shall have five (5) days after receipt thereof to give the other written notice of its selection. (b) . If either the Managing Member or the Advisory Board properly gives a first notice and the other does not properly give the second notice within the requisite time or if a single appraiser is selected, the one independent appraiser so selected shall be the sole appraiser in making the determination required hereunder, which written determination shall be final and binding and shall be delivered to the Managing Member and the Advisory Board no more than thirty (30) days after the delivery of the first notice. (c) If the second notice is properly given within the requisite time, the independent appraisers so selected shall promptly make the determination required hereunder and deliver a written summary of such determination to the Managing Member and the Advisory Board within thirty (30) days after the delivery of the first notice. If such two appraisers reach the same determination, their determination shall be final and binding. If the two appraisers reach determinations that are different but the lower determination is no less than ninety percent (90%) % of the higher determination, an average of the two (2) shall be final and binding. In all other events, the two (2) appraisers shall promptly select a third independent appraiser who shall promptly select the determination of one of the two (2) appraisers which it believes is more accurate and deliver a written summary of such determination to the Managing Member and the Advisory Board no more than sixty (60) days after the delivery of the first notice, and such determination shall be final and binding on both parties. All fees and expenses of each such independent appraiser shall be borne by the Fund. (d) In making any determinations of Fair Market Value of non-cash property under this Article XIV, each appraiser shall take into account such factors consistent with the intent and purposes of this Agreement, including, without limitation, any and all factors, such appraisers reasonably determine might affect such Fair Market Value, without regard to any discounts for illiquidity or non-transferability.

Appraisal Procedures. If the Managing Member Landlord and the Advisory Board Tenant are unable to agree upon on any dollar amount required to be established under this Lease, such as a fair rental value for the Fair Market Value of any nonminimum monthly rent (the “Value”), then either party, at its cost and by giving notice to the other party, may appoint an MAI real estate appraiser with at least five (5) years’ full-cash property time commercial appraisal experience, to appraise the Premises and set the Value. If the other party, at its cost, does not appoint another appraiser having such qualifications within ten (10) days after the first party has given notice of the Fund name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Value. If two (2) appraisers are appointed, they shall meet promptly and attempt to set the Value by mutual agreement. If they are unable to agree within thirty (30) days after the Managing Member receives written notice that second appraiser has been appointed, they shall attempt to elect a third appraiser meeting the Advisory Board objects to the Managing Member s determination, or if the Managing Member determines at any time qualifications stated in this Paragraph within ten (whether before or after the expiration of such thirty (30) days) that the Managing Member and the Advisory Board are unlikely to reach agreement on the Fair Market Value, then such Fair Market Value shall be determined as follows: (a) Upon the expiration of such thirty (30) day period or such shorter period determined by the Managing Member, either the Managing Member or the Advisory Board may request an appraisal of the applicable property by sending written notice thereof to the other. Within five (510) days after receipt the last day the two appraisers are given to set the Value. If they are unable to agree on the third appraiser, either of the written notice by the party to whom such notice is sent, the Managing Member and the Advisory Board shallparties, by mutual agreement, appoint an independent appraiser giving ten (which may be an investment bank, accounting firm, asset appraiser, or other valuation professional). If the Managing Member and the Advisory Board cannot agree on a single independent appraiser within such five (510) day period, the Managing Member and the Advisory Board shall each have the right to select an independent appraiser experienced in such matters and shall give written days’ notice to the other party, may apply, in its discretion, to the then President of the appraiser so selected. The first party to receive such a notice shall have five (5) days after receipt thereof to give the other written notice Coeur d’Alene Association of its selection. (b) If either the Managing Member Realtors, or the Advisory Board properly gives a first notice and the other does not properly give the second notice within the requisite time or if a single appraiser is selected, the one independent appraiser so selected shall be the sole appraiser in making the determination required hereunder, which written determination shall be final and binding and shall be delivered to the Managing Member presiding judge of the District Court for Kootenai County, for the selection of a third appraiser meeting the qualifications stated in this Paragraph. Each of the parties shall bear one-half ( 1/2) of the cost of appointing the third appraiser and of paying the Advisory Board no more than third appraiser’s fee. Within thirty (30) days after the delivery selection of the first notice. (c) third appraiser, a majority of the appraisers shall set the Value. If a majority of the second notice appraisers is properly given unable to set the Value by mutual agreement within the requisite stipulated period of time, the independent appraisers so selected shall promptly make the determination required hereunder and deliver a written summary of such determination to the Managing Member and the Advisory Board within thirty (30) days after the delivery of the first notice. If such two appraisers reach the same determination, their determination shall be final and binding. If the two appraisers reach determinations that are different but the lower determination is no less than ninety percent (90%) of the higher determination, an average of the three (3) appraisals shall be the Value. If, however, the low appraisal and/or the high appraisal are/is more than ten percent (10%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one appraisal is disregarded, the average of the remaining two (2) appraisals shall be final the Value. If both the low appraisal and binding. In all other eventsthe high appraisal are disregarded as stated in this Paragraph, the two (2) appraisers shall promptly select a third independent appraiser who shall promptly select the determination of one of the two (2) appraisers which it believes is more accurate and deliver a written summary of such determination to the Managing Member and the Advisory Board no more than sixty (60) days after the delivery of the first notice, and such determination middle appraisal shall be final and binding on both parties. All fees and expenses of each such independent appraiser shall be borne by used to set the FundValue. (d) In making any determinations of Fair Market Value of non-cash property under this Article XIV, each appraiser shall take into account such factors consistent with the intent and purposes of this Agreement, including, without limitation, any and all factors, such appraisers reasonably determine might affect such Fair Market Value, without regard to any discounts for illiquidity or non-transferability.

Appraisal Procedures. If the Managing Member and the Advisory Board are unable CDP elects to agree upon the Fair Market Value avail itself of any non-cash property its appraisal rights pursuant to clause (ii) of Section 14.01(b) following an exercise of the Fund within thirty (30) days after the Managing Member receives written notice that the Advisory Board objects to the Managing Member s determination, or if the Managing Member determines at any time (whether before or after the expiration of such thirty (30) days) that the Managing Member and the Advisory Board are unlikely to reach agreement on the Fair Market ValueCall Option by SMP, then such Fair Market Value the following terms, provisions, conditions and agreements shall be determined as followsgovern the determination of the Appraised Purchase Price: (a) Upon SMP and CDP shall attempt to mutually agree upon a satisfactory Person to serve as the expiration of such thirty (30) day period or such shorter period determined by the Managing Member, either the Managing Member or the Advisory Board may request an appraisal sole appraiser of the applicable property by sending written notice thereof Appraised Purchase Price. If CDP and SMP have been unable to mutually agree upon a Person to serve as the other. Within five sole appraiser within fifteen (515) days after receipt the date on which CDP provides notice of its election to avail itself of its appraisal rights pursuant to clause (ii) of Section 14.01(b), then SMP and CDP shall each designate within fifteen (15) additional days thereafter a Qualified Appraiser to act as one of the written notice appraisers in the procedure to determine the Appraised Purchase Price. The Qualified Appraisers selected by each of the party Partners pursuant to whom such notice is sent, the Managing Member and provisions contained in the Advisory Board shall, by mutual agreement, appoint an independent appraiser (which may immediately preceding sentence shall then be an investment bank, accounting firm, asset appraiser, or other valuation professional). If the Managing Member and the Advisory Board cannot agree on a single independent appraiser within such five (5) day period, the Managing Member and the Advisory Board shall each have the right required to select an independent appraiser experienced in such matters and shall give written notice to the other of the appraiser so selected. The first party to receive such a notice shall have five within fifteen (515) days after receipt thereof their selection a third Qualified Appraiser to give act as an appraiser in the other written notice of its selectionprocedure to determine the Appraised Purchase Price. (b) The appraiser or appraisers selected pursuant to the provisions of clause (a) above shall determine the Appraised Purchase Price in accordance with the specific provisions contained herein. If either there is only one appraiser as a result of SMP and CDP mutually agreeing to the Managing Member or designation of one person to so act, then the Advisory Board properly gives a first notice and the other does not properly give the second notice within the requisite time or if a single Appraised Purchase Price determined by such appraiser is selectedshall be, for all purposes of this Agreement, the Appraised Purchase Price. If SMP and CDP are unable to mutually agree upon one independent appraiser person to serve as the appraiser, then (i) the three appraisers shall coordinate their efforts and attempt to reach a mutual decision as to the Appraised Purchase Price (in which case the Appraised Purchase Price shall be for all purposes hereof the amount so selected determined by such appraiser) and (ii) failing a mutual decision by the three appraisers, the average of the Appraised Purchase Prices of the two closest amounts determined by the three appraisers shall be the sole appraiser in making the determination required hereunder, which written determination shall be final and binding and shall be delivered to the Managing Member and the Advisory Board no more than thirty (30) days after the delivery Appraised Purchase Price for all purposes of the first noticethis Agreement. (c) If the second notice is properly given within the requisite time, the independent appraisers so selected shall promptly make the determination required hereunder and deliver a written summary of such determination to the Managing Member and the Advisory Board within thirty (30) days after the delivery of the first notice. If such two appraisers reach the same determination, their determination shall be final and binding. If the two appraisers reach determinations that are different but the lower determination is no less than ninety percent (90%) of the higher determination, an average of the two (2) shall be final and binding. In For all other events, the two (2) appraisers shall promptly select a third independent appraiser who shall promptly select the determination of one of the two (2) appraisers which it believes is more accurate and deliver a written summary of such determination to the Managing Member and the Advisory Board no more than sixty (60) days after the delivery of the first notice, and such determination shall be final and binding on both parties. All fees and expenses of each such independent appraiser shall be borne by the Fund. (d) In making any determinations of Fair Market Value of non-cash property under this Article XIV, each appraiser shall take into account such factors consistent with the intent and purposes of this Agreement, includingthe Appraised Purchase Price shall be determined by the appraisers selected pursuant to the foregoing provisions in accordance with the following specific provisions, without limitation, any instructions and all factors, such appraisers reasonably determine might affect such Fair Market Value, without regard to any discounts for illiquidity or non-transferability.limitations:

Appraisal Procedures. If the Managing Member and ROFO Purchaser gives the Advisory Board are unable Offering Stockholder written notice of its disagreement as to agree upon the Fair Market Value valuation of any non-cash property consideration payable or receivable in a Third Party Sale in accordance with Section 3.2(b) (the "Agreement Deadline"), then appraisals hereunder shall be undertaken by two (2) Appraisers (as defined below), one selected by the ROFO Purchaser and one selected by the Offering Stockholder, which appointment shall be made within fifteen (15) calendar days after the Agreement Deadline. Such Appraisers shall have thirty (30) calendar days following the appointment of the Fund last Appraiser to be appointed to agree upon the value of the consideration other than cash proposed to be received in the Third Party Sale pursuant to Section 3.2(b) of this Agreement (the "Consideration Value"). In the event that such Appraisers cannot so agree within such period of time, (x) if such Appraisers' valuations do not vary by more than twenty (20%) percent, then the Consideration Value shall be the average of the two valuations and (y) if such Appraisers' valuations differ by more than twenty (20%) percent, such Appraisers shall mutually agree on a third Appraiser who shall calculate the Consideration Value independently. In the event that the two original Appraisers cannot agree upon a third Appraiser within thirty (30) calendar days after following the Managing Member receives written notice that end of the Advisory Board objects to the Managing Member s determination, or if the Managing Member determines at any time (whether before or after the expiration of such thirty (30) days) that the Managing Member and the Advisory Board are unlikely to reach agreement on the Fair Market Value, then such Fair Market Value shall be determined as follows: (a) Upon the expiration of such thirty (30) day period or such shorter period referred to above, then the third Appraiser shall be determined by the Managing Memberlottery from a group of two (2) Appraisers, either the Managing Member or the Advisory Board may request an appraisal one of the applicable property by sending written notice thereof to the other. Within five (5) days after receipt of the written notice whom will be designated by the party to ROFO Purchaser and one of whom such notice is sent, will be designated by the Managing Member and the Advisory Board shall, by mutual agreement, appoint an independent appraiser (which may be an investment bank, accounting firm, asset appraiser, or other valuation professional). If the Managing Member and the Advisory Board cannot agree on a single independent appraiser within such five (5) day period, the Managing Member and the Advisory Board shall each have the right to select an independent appraiser experienced in such matters and shall give written notice to the other of the appraiser so selectedOffering Stockholder. The first party third Appraiser shall make its determination as to receive such a notice shall have five (5) days after receipt thereof to give the other written notice of its selection. (b) If either the Managing Member or the Advisory Board properly gives a first notice and the other does not properly give the second notice within the requisite time or if a single appraiser is selected, the one independent appraiser so selected shall be the sole appraiser in making the determination required hereunder, which written determination shall be final and binding and shall be delivered to the Managing Member and the Advisory Board no more than thirty (30) days after the delivery of the first notice. (c) If the second notice is properly given within the requisite time, the independent appraisers so selected shall promptly make the determination required hereunder and deliver a written summary of such determination to the Managing Member and the Advisory Board Consideration Value within thirty (30) calendar days after of its appointment. The third Appraiser's valuation will be the delivery of Consideration Value for all purposes hereof and will not be subject to appeal or challenge by either the first notice. If such two appraisers reach ROFO Purchaser or the same determination, their determination shall be final and binding. If the two appraisers reach determinations that are different but the lower determination is no less than ninety percent (90%) of the higher determination, an average of the two (2) shall be final and binding. In all other events, the two (2) appraisers shall promptly select a third independent appraiser who shall promptly select the determination of one of the two (2) appraisers which it believes is more accurate and deliver a written summary of such determination to the Managing Member and the Advisory Board no more than sixty (60) days after the delivery of the first notice, and such determination shall be final and binding on both parties. All fees and expenses of each such independent appraiser shall be borne by the FundOffering Stockholder. (d) In making any determinations of Fair Market Value of non-cash property under this Article XIV, each appraiser shall take into account such factors consistent with the intent and purposes of this Agreement, including, without limitation, any and all factors, such appraisers reasonably determine might affect such Fair Market Value, without regard to any discounts for illiquidity or non-transferability.

Appraisal Procedures. If the Managing Member and the Advisory Board are unable Lessee objects to agree upon the Fair Market Value of any non-cash property Lessor's determination of the Fund Prevailing Market Rental for the Premises, Lessee shall notify Lessor within thirty (30) days after of its receipt of the Managing Member receives written notice that setting forth the Advisory Board objects Prevailing Market Rental. If Lessee fails to the Managing Member s determination, or if the Managing Member determines at any time (whether before or after the expiration of such thirty (30) days) that the Managing Member and the Advisory Board are unlikely to reach agreement on the Fair Market Value, then such Fair Market Value shall be determined as follows: (a) Upon the expiration of notify Lessor within such thirty (30) day period or such shorter period determined by the Managing Memberperiod, either the Managing Member or the Advisory Board may request an appraisal Lessee shall be deemed to have approved Lessor's determination of the applicable property by sending written notice thereof Prevailing Market Rental. If Lessee objects to Lessor's determination, Lessor and Lessee shall each appoint its own qualified MAI appraiser to appraise the other. Within Premises within forty-five (545) days after receipt of Lessee's objection (the written notice by "Lessor's Appraisal" and "Lessee's Appraisal," respectively) for the party to whom such notice is sent, purpose of determining the Managing Member and the Advisory Board shall, by mutual agreement, appoint an independent appraiser (which may be an investment bank, accounting firm, asset appraiser, or other valuation professional). If the Managing Member and the Advisory Board cannot agree on a single independent appraiser within such five (5) day period, the Managing Member and the Advisory Board shall each have the right to select an independent appraiser experienced in such matters and shall give written notice to the other of the appraiser so selectedPrevailing Market Rental. The first party to receive such a notice shall have five (5) days after receipt thereof to give the other written notice of its selection. (b) If either the Managing Member or the Advisory Board properly gives a first notice and the other does not properly give the second notice within the requisite time or if a single appraiser is selected, the one independent appraiser so selected Lessor's Appraisal shall be the sole Prevailing Market Rental for the purpose of determining the Base Rent during the Option term if Lessee does not employ and pay an MAI appraiser in making to determine the determination required hereunderPrevailing Market Rental for the Premises and submit to Lessor within said forty-five (45) day period Lessee's Appraisal, which written determination shall be final and binding and shall be delivered to the Managing Member and the Advisory Board no more than thirty (30) days after the delivery of the first notice. (c) If the second notice is properly given within the requisite time, the independent appraisers so selected shall promptly make the determination required hereunder and deliver together with a written summary of the methods used and data collected to make such determination determination. If Lessor's Appraisal and Lessee's Appraisal differ by (i) less than six percent (6%), the greater of the two shall be the Prevailing Market Rental for the Premises, or (ii) more than six percent (6%), then Lessor and Lessee shall promptly instruct its respective appraiser to jointly appoint a third MAI appraiser, who shall appraise the Managing Member and the Advisory Board Premises within thirty forty-five (3045) days after of this appointment in order to determine the delivery Prevailing Market Rental for the Premises (the "Third Appraisal"). Lessor and Lessee shall each pay for the cost of the first notice. If such two appraisers reach the same determination, their determination shall be final its own appraisal and binding. If the two appraisers reach determinations that are different but the lower determination is no less than ninety percent for one-half (90%1/2) of the higher determination, an expenses of the Third Appraisal. The appraisal among the three (3) that is furthest from the medium of all of the appraisals shall be disregarded and the average of the other two (2) shall be final the Prevailing Market Rental for the Premises and bindingshall be binding upon Lessor and Lessee. In all other eventsthe event the Appraisal procedures continue past the commencement of the Option term, until such appraisal procedures are final, Lessee shall pay to Lessor Base Rent in the two (2) appraisers shall promptly select a third independent appraiser who shall promptly select the amount set forth in Lessor's notice setting forth Lessor's determination of one Prevailing Market Rental and upon completion of the two (2) appraisers which it believes foregoing appraisal procedure, if the Prevailing Market Rental is more accurate and deliver a written summary of such determination greater than the Base Rent being paid by Lessee, Lessee shall forthwith pay to Lessor the Managing Member difference between said Base Rent and the Advisory Board no more than sixty (60) days after Prevailing Market Rental calculated on a monthly basis, multiplied by the delivery number of months or partial months elapsed since the commencement of the first noticeOption term. If Lessee overpaid during such period, and such determination then the excess payments shall be final and binding on both parties. All fees and expenses credited against the next installment(s) of each such independent appraiser shall be borne by the FundBase Rent. (d) In making any determinations of Fair Market Value of non-cash property under this Article XIV, each appraiser shall take into account such factors consistent with the intent and purposes of this Agreement, including, without limitation, any and all factors, such appraisers reasonably determine might affect such Fair Market Value, without regard to any discounts for illiquidity or non-transferability.