Common use of Appraised Value; Appraisers Clause in Contracts

Appraised Value; Appraisers. The value per Option Unit shall be determined by either (i) agreement of the Proposed Transferor and the Company, in the case of Section 9.2(a), or the Proposed Transferor and the Purchasing Members, in the case of Section 9.2(b), or (ii) if no agreement can be reached under the applicable portion of Section 9.2(d)(i), in the case of either Section 9.2(a) or Section 9.2(b), by an Appraiser determining the Appraised Value. The “Appraised Value” shall mean the fair market value of the Option Units, taking into account any lack of liquidity of the Option Units, the financial and business condition of the Company and such other factors an Appraiser may take into account in determining fair market value of the Option Units, excluding any lack-of-control or minority status in determining the value of the Option Units. Any “Appraiser” shall be appointed upon approval of the Company, the Purchasing Members and the Proposed Transferor, as applicable, and compensated by such parties and shall be qualified to appraise the Option Units. The Appraiser shall give written notice of the Appraised Value to the Proposed Transferor and the Purchasing Members or the Company, as applicable. The purchase price for each Option Unit shall be as agreed by the appropriate parties, in the case of Section 9.2(d)(i), or the Appraised Value per Option Unit, in the case of Section 9.2(d)(ii) (the “Purchase Price”).

Appraised Value; Appraisers. The value per Option Unit shall be determined either by either (i) agreement of the Proposed Transferor Person who owns or controls the Option Units (the "Option Seller") and either the Company, in the case of Section 9.2(a), or the Proposed Transferor and the Purchasing Members, in the case of Section 9.2(b), or (ii) if no agreement can be reached under the applicable portion of Section 9.2(d)(i9.2(c)(i), in the case of either Section 9.2(a) or Section 9.2(b), by an Appraiser determining the Appraised Value. The “"Appraised Value” " shall mean the fair market value of the Option Units, taking into account any lack of liquidity of the Option Units, the financial and business condition of the Company and such other factors an Appraiser may take into account in determining fair market value of the Option Units, excluding including any lack-of-control or minority status in determining the value of the Option Units. Any “"Appraiser” " shall be appointed upon approval Approval of the Company, the Purchasing Members and the Proposed Transferor, as applicable, and compensated by such parties the Company and shall be qualified to appraise the Option Units. The Appraiser shall give written notice of the Appraised Value to the Proposed Transferor and Option Seller and, as applicable, the Purchasing Members or the Company, as applicable. The purchase price for each Option Unit shall be as agreed by the appropriate parties, parties in the case of Section 9.2(d)(i9.2(c)(i), or the Appraised Value per Option UnitUnit multiplied by the number of Units constituting the Option Units, in the case of Section 9.2(d)(ii9.2(c)(ii) (the “"Purchase Price”").