Common use of Appraisal Process Clause in Contracts

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, within the 15-day period referred to in clause (a) above, then within five Business Days after the expiration of such 15-day period (such fifth Business Day being referred to herein as the “7.04 Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, and (2) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount (a “7.04 Appraisal Report”) and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount prior to the time that both investment banking firms have delivered their respective opinions to Marathon and Ashland, as applicable, (ii) deliver their respective 7.04 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities (the “7.04 Initial Opinion Values”), within 15 days after the 7.04 Appraisal Process Commencement Date, and (iii) deliver a copy of its written opinion and its 7.04 Appraisal Report to the Company, the other party and the other party’s investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value equals or exceeds 90% of the greater 7.04 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities shall be deemed to be an amount equal to (1) the sum of the 7.04 Initial Opinion Values divided by (2) two. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value is less than 90% of the greater 7.04 Initial Opinion Value, then: (i) within two Business Days after both investment banking firms have delivered their respective opinions to Marathon or Ashland, as applicable, each investment banking firm shall, at a single meeting at which Marathon, Ashland, the Company and the other investment banking firm are present, make a presentation with respect to its 7.04 Initial Opinion Value. At such presentation, Marathon, Ashland, the Company and the other investment banking firm shall be entitled to ask questions as to the basis for and the calculation of such investment banking firm’s 7.04 Initial Opinion Value; and (ii) Marathon and Ashland shall, within five Business Days after the date Marathon and Ashland receive the 7.04 Initial Opinion Values (such fifth Business Day being referred to herein as the “7.04 Subsequent Appraisal Process Commencement Date”), jointly select a third nationally recognized investment banking firm to (i) prepare a 7.04 Appraisal Report and (ii) deliver an oral and written opinion addressed to Marathon and Ashland as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). The fees and expenses of such third investment banking firm shall be paid 50% by Marathon and 50% by Ashland. Such third investment banking firm shall not be provided with the 7.04 Initial Opinion Values and shall not consult with the initial investment banking firms with respect thereto. During such five-Business Day period, Marathon and Ashland shall negotiate in good faith to independently reach an agreement as to the Fair Market Value of such Marathon Equity Securities. If Marathon and Ashland reach such an agreement, then the Fair Market Value of such Marathon Equity Securities shall be deemed to be the amount so agreed upon by Marathon and Ashland. If Marathon and Ashland are unable to reach such an agreement, then Marathon and Ashland shall instruct such third investment banking firm to deliver its 7.04 Appraisal Report, together with its oral and written opinion as to the Fair Market Value of such Marathon Equity Securities (the “7.04 Third Opinion Value”), within 15 days after the 7.04 Subsequent Appraisal Process Commencement Date. The Fair Market Value of such Marathon Equity Securities in such circumstance shall be deemed to be an amount equal to (i) the sum of (x) the 7.04 Third Opinion Value plus (y) whichever of the two 7.04 Initial Opinion Values is closer to the 7.04 Third Opinion Value (or, if the 7.04 Third Opinion Value is exactly halfway between the two 7.04 Initial Opinion Values, the 7.04 Third Opinion Value), divided by (ii) two.

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair the Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Company within the 1560-day period referred to in clause (a) aboveSection 6.01(a), then within five Business Days after the expiration of such 1560-day period (such fifth Business Day being referred to herein as the “7.04 " 6.01 Appraisal Process Commencement Date”"), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1A) sets forth such investment banking firm’s 's determination of the Fair Market Value of such Marathon Equity Securities the Company (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2B) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Company (a “7.04 "6.01 Appraisal Report”") and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Company prior to the time that both investment banking firms have delivered their respective opinions to Marathon and or Ashland, as applicable, (ii) determine the Market Value of the Company in accordance with Section 6.01(c), (iii) deliver their respective 7.04 6.01 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities the Company (the “7.04 "6.01 Initial Opinion Values”"), within 15 60 days after the 7.04 6.01 Appraisal Process Commencement Date, and (iiiiv) deliver a copy of its written opinion and its 7.04 6.01 Appraisal Report to the Company, the other party and the other party’s 's investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value equals or exceeds 90% of the greater 7.04 6.01 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be an amount equal to (1i) the sum of the 7.04 6.01 Initial Opinion Values divided by (2ii) two. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value is less than 90% of the greater 7.04 6.01 Initial Opinion Value, then: (i) within two Business Days after both investment banking firms have delivered their respective opinions to Marathon or Ashland, as applicable, each investment banking firm shall, at a single meeting at which Marathon, Ashland, the Company and the other investment banking firm are present, make a presentation with respect to its 7.04 6.01 Initial Opinion Value. At such presentation, Marathon, Ashland, the Company and the other investment banking firm shall be entitled to ask questions as to the basis for and the calculation of such investment banking firm’s 7.04 's 6.01 Initial Opinion Value; and (ii) Marathon and Ashland shall, within five Business Days after the date Marathon and Ashland receive the 7.04 6.01 Initial Opinion Values (such fifth Business Day being referred to herein as the “7.04 "6.01 Subsequent Appraisal Process Commencement Date”"), jointly select a third nationally recognized investment banking firm to (iA) prepare a 7.04 6.01 Appraisal Report and (iiB) deliver an oral and written opinion addressed to Marathon and Ashland as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of such third investment banking firm shall be paid 50% by Marathon and 50% by Ashland. Such third investment banking firm shall not be provided with the 7.04 6.01 Initial Opinion Values and shall not consult with the initial investment banking firms with respect thereto. During such five-Business Day period, Marathon and Ashland shall negotiate in good faith to independently reach an agreement as to the Fair Market Value of such Marathon Equity Securitiesthe Company. If Marathon and Ashland reach such an agreement, then the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be the amount so agreed upon by Marathon and Ashland. If Marathon and Ashland are unable to reach such an agreement, then Marathon and Ashland shall instruct such third investment banking firm to (A) determine the Market Value of the Company in accordance with Section 6.01(c) and (B) deliver its 7.04 6.01 Appraisal Report, together with its oral and written opinion as to the Fair Market Value of such Marathon Equity Securities (the “7.04 "6.01 Third Opinion Value”"), within 15 60 days after the 7.04 6.01 Subsequent Appraisal Process Commencement Date. The Fair Market Value of such Marathon Equity Securities the Company in such circumstance shall be deemed to be an amount equal to (iA) the sum of (x) the 7.04 6.01 Third Opinion Value plus (y) whichever of the two 7.04 6.01 Initial Opinion Values is closer to the 7.04 6.01 Third Opinion Value (or, if the 7.04 6.01 Third Opinion Value is exactly halfway between the two 7.04 6.01 Initial Opinion Values, the 7.04 6.01 Third Opinion Value), divided by (iiB) two.

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair the Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Company within the 1560-day period referred to in clause (a) aboveSection 6.01(a), then within five Business Days after the expiration of such 1560-day period (such fifth Business Day being referred to herein as the “7.04 6.01 Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1A) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities the Company (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2B) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Company (a “7.04 6.01 Appraisal Report”) and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Company prior to the time that both investment banking firms have delivered their respective opinions to Marathon and or Ashland, as applicable, (ii) determine the Market Value of the Company in accordance with Section 6.01(c), (iii) deliver their respective 7.04 6.01 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities the Company (the “7.04 6.01 Initial Opinion Values”), within 15 60 days after the 7.04 6.01 Appraisal Process Commencement Date, and (iiiiv) deliver a copy of its written opinion and its 7.04 6.01 Appraisal Report to the Company, the other party and the other party’s investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value equals or exceeds 90% of the greater 7.04 6.01 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be an amount equal to (1i) the sum of the 7.04 6.01 Initial Opinion Values divided by (2ii) two. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value is less than 90% of the greater 7.04 6.01 Initial Opinion Value, then: (i) within two Business Days after both investment banking firms have delivered their respective opinions to Marathon or Ashland, as applicable, each investment banking firm shall, at a single meeting at which Marathon, Ashland, the Company and the other investment banking firm are present, ,make a presentation with respect to its 7.04 6.01 Initial Opinion Value. At such presentation, Marathon, Ashland, the Company and the other investment banking firm shall be entitled to ask questions as to the basis for and the calculation of such investment banking firm’s 7.04 6.01 Initial Opinion Value; and (ii) Marathon and Ashland shall, within five Business Days after the date Marathon and Ashland receive the 7.04 6.01 Initial Opinion Values (such fifth Business Day being referred to herein as the “7.04 6.01 Subsequent Appraisal Process Commencement Date”), jointly select a third nationally recognized investment banking firm to (iA) prepare a 7.04 6.01 Appraisal Report and (iiB) deliver an oral and written opinion addressed to Marathon and Ashland as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of such third investment banking firm shall be paid 50% by Marathon and 50% by Ashland. Such third investment banking firm shall not be provided with the 7.04 6.01 Initial Opinion Values and shall not consult with the initial investment banking firms with respect thereto. During such five-Business Day period, Marathon and Ashland shall negotiate in good faith to independently reach an agreement as to the Fair Market Value of such Marathon Equity Securitiesthe Company. If Marathon and Ashland reach such an agreement, then the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be the amount so agreed upon by Marathon and Ashland. If Marathon and Ashland are unable to reach such an agreement, then Marathon and Ashland shall instruct such third investment banking firm to (A) determine the Market Value of the Company in accordance with Section 6.01(c) and (B) deliver its 7.04 6.01 Appraisal Report, together with its oral and written opinion as to the Fair Market Value of such Marathon Equity Securities (the “7.04 6.01 Third Opinion Value”), within 15 60 days after the 7.04 6.01 Subsequent Appraisal Process Commencement Date. The Fair Market Value of such Marathon Equity Securities the Company in such circumstance shall be deemed to be an amount equal to (iA) the sum of (x) the 7.04 6.01 Third Opinion Value plus (y) whichever of the two 7.04 6.01 Initial Opinion Values is closer to the 7.04 6.01 Third Opinion Value (or, if the 7.04 6.01 Third Opinion Value is exactly halfway between the two 7.04 6.01 Initial Opinion Values, the 7.04 6.01 Third Opinion Value), divided by (iiB) two.

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, within the 15-day period referred to in clause (a) above, then within five Business Days after the expiration of such 15-day period (such fifth Business Day being referred to herein as the “7.04 Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, and (2) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount (a “7.04 Appraisal Report”") and (ii) deliver to Marathon or Ashland, as the case may be, ---------------- an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount prior to the time that both investment banking firms have delivered their respective opinions to Marathon and Ashland, as applicable, (ii) deliver their respective 7.04 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities (the “"7.04 ---- Initial Opinion Values”"), within 15 days after the 7.04 Appraisal Process ---------------------- Commencement Date, and (iii) deliver a copy of its written opinion and its 7.04 Appraisal Report to the Company, the other party and the other party’s 's investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value equals or exceeds 90% of the greater 7.04 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities shall be deemed to be an amount equal to (1) the sum of the 7.04 Initial Opinion Values divided by (2) two. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value is less than 90% of the greater 7.04 Initial Opinion Value, then: (i) within two Business Days after both investment banking firms have delivered their respective opinions to Marathon or Ashland, as applicable, each investment banking firm shall, at a single meeting at which Marathon, Ashland, the Company and the other investment banking firm are present, make a presentation with respect to its 7.04 Initial Opinion Value. At such presentation, Marathon, Ashland, the Company and the other investment banking firm shall be entitled to ask questions as to the basis for and the calculation of such investment banking firm’s 's 7.04 Initial Opinion Value; and (ii) Marathon and Ashland shall, within five Business Days after the date Marathon and Ashland receive the 7.04 Initial Opinion Values (such fifth Business Day being referred to herein as the “"7.04 Subsequent --------------- Appraisal Process Commencement Date”"), jointly select a third nationally ----------------------------------- recognized investment banking firm to (i) prepare a 7.04 Appraisal Report and (ii) deliver an oral and written opinion addressed to Marathon and Ashland as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). The fees and expenses of such third investment banking firm shall be paid 50% by Marathon and 50% by Ashland. Such third investment banking firm shall not be provided with the 7.04 Initial Opinion Values and shall not consult with the initial investment banking firms with respect thereto. During such five-Business Day period, Marathon and Ashland shall negotiate in good faith to independently reach an agreement as to the Fair Market Value of such Marathon Equity Securities. If Marathon and Ashland reach such an agreement, then the Fair Market Value of such Marathon Equity Securities shall be deemed to be the amount so agreed upon by Marathon and Ashland. If Marathon and Ashland are unable to reach such an agreement, then Marathon and Ashland shall instruct such third investment banking firm to deliver its 7.04 Appraisal Report, together with its oral and written opinion as to the Fair Market Value of such Marathon Equity Securities (the “"7.04 Third Opinion Value”"), within 15 days after the 7.04 Subsequent ------------------------ Appraisal Process Commencement Date. The Fair Market Value of such Marathon Equity Securities in such circumstance shall be deemed to be an amount equal to (i) the sum of (x) the 7.04 Third Opinion Value plus (y) whichever of the two 7.04 Initial Opinion Values is closer to the 7.04 Third Opinion Value (or, if the 7.04 Third Opinion Value is exactly halfway between the two 7.04 Initial Opinion Values, the 7.04 Third Opinion Value), divided by (ii) two.

Appraisal Process. (i) In the event Marathon and Ashland are unable to reach an agreement as to such Fair Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Competitive Business Purchase Price within the 15-15 day period referred to in clause (a) above, then within five Business Days after the expiration of such 15-day period (such fifth Business Day being referred to herein as the “7.04 14.04 Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (iA) prepare a report which (1) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2) includes work papers which separately indicate the basis for and the calculation calculations of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Competitive Business Purchase Price (a “7.04 14.04 Appraisal Report”) and (iiB) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price. (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). ii) The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. . (iii) Each of Marathon and Ashland shall instruct its respective investment banking firm to (iA) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Competitive Business Purchase Price prior to the time that both investment banking firms have delivered their respective opinions to Marathon and Ashland, as applicable, (iiB) deliver their respective 7.04 14.04 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price (the “7.04 14.04 Initial Opinion Values”), within 15 days after the 7.04 14.04 Appraisal Process Commencement Date, and (iiiC) deliver a copy of its written opinion and its 7.04 14.04 Appraisal Report to the Company, the other party and the other party’s investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. . (iv) If the 7.04 14.04 Initial Opinion Values differ and the lesser 7.04 14.04 Initial Opinion Value equals or exceeds 90% of the greater 7.04 14.04 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price shall be deemed to be an amount equal to (1A) the sum of the 7.04 14.04 Initial Opinion Values divided by (2B) two. . (v) If the 7.04 14.04 Initial Opinion Values differ and the lesser 7.04 14.04 Initial Opinion Value is less than 90% of the greater 7.04 14.04 Initial Opinion Value, Value then: (iA) within two Business Days after both investment banking firms have delivered their respective opinions to Marathon or Ashland, as applicable, each investment banking firm shall, at a single meeting at which Marathon, Ashland, the Company and the other investment banking firm are present, make a presentation with respect to its 7.04 14.04 Initial Opinion Value. At such presentation, Marathon, Ashland, the Company and the other investment banking firm shall be entitled to ask questions as to the basis for and the calculation of such investment banking firm’s 7.04 14.04 Initial Opinion Value; and (iiB) Marathon and Ashland shall, within five Business Days after the date Marathon and Ashland receive the 7.04 14.04 Initial Opinion Values (such fifth Business Day being referred to herein as the “7.04 14.04 Subsequent Appraisal Process Commencement Date”), jointly select a third nationally recognized investment banking firm to (i1) prepare a 7.04 14.04 Appraisal Report and (ii2) deliver an oral and written opinion addressed to Marathon and Ashland as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)Competitive Business Purchase Price. The fees and expenses of such third investment banking firm shall be paid 50% by Marathon and 50% by Ashland. Such third investment banking firm shall not be provided with the 7.04 14.04 Initial Opinion Values and shall not consult with the initial investment banking firms with respect thereto. During such five-five- Business Day period, Marathon and Ashland shall negotiate in good faith to independently reach an agreement as to the Fair Market Value of such Marathon Equity SecuritiesCompetitive Business Purchase Price. If Marathon and Ashland reach such an agreement, then the Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price shall be deemed to be the amount so agreed upon by Marathon and Ashland. If Marathon and Ashland are unable to reach such an agreement, then Marathon and Ashland shall instruct such third investment banking firm to deliver its 7.04 14.04 Appraisal Report, together with its oral and written opinion as to the Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price (the “7.04 14.04 Third Opinion Value”), within 15 days after the 7.04 14.04 Subsequent Appraisal Process Commencement Date. The Fair Market Value of such Marathon Equity Securities Competitive Business Purchase Price in such circumstance circumstances shall be deemed to be an amount equal to (iI) the sum of (x) the 7.04 14.04 Third Opinion Value plus (y) whichever which ever of the two 7.04 14.04 Initial Opinion Values is closer to the 7.04 14.04 Third Opinion Value (or, if the 7.04 14.04 Third Opinion Value is exactly halfway between the two 7.04 14.04 Initial Opinion Values, the 7.04 14.04 Third Opinion Value), divided by (iiII) two.