Common use of Buy-Sell Procedure Clause in Contracts

Buy-Sell Procedure. Before filing a partition action in accordance with Section 8, or (i) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; or (b) for filing a partition), or (ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or (iii) in the event a Tenant in Common sues another Tenant in Common or any guarantor of the Lender’s Loan to the Tenants in Common, or (iv) in the event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B; the Tenant in Common filing such partition action, or defaulting under this Agreement, or the subject of the Event of Bankruptcy, or suing another Tenant in Common or Loan guarantor, or any Tenant in Common on the event of a Deadlock (hereinafter, “Seller”) shall first make a written offer (“Offer”) to sell its undivided interest to the other Tenant in Common at a price equal to the Fair Market Value (as defined below) of Seller’s undivided interest. “Fair Market Value” shall mean the fair market value of Seller’s undivided interest in the Property on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant in Common shall have ten (10) days after delivery of the Offer to accept the Offer. If the other Tenant in Common (“Purchaser”) accepts the Offer (hereafter, the date of such acceptance is the “Acceptance Date”), Seller and Purchaser shall commence negotiation of the Fair Market Value. If the parties do not agree, after good faith negotiations, within five (5) days after the Acceptance Date, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“Proposal”) within seven (7) days after the Acceptance Date. If either party fails to timely submit a Proposal, the other party’s submitted proposal shall determine the Fair Market Value. If both parties timely submit Proposals, then the Fair Market Value shall be determined in accordance with the procedures set forth below. Within ten (10) days after the Acceptance Date, the parties shall appoint a certified MAI real estate appraiser who shall have been active full-time over the previous ten (10) years in the appraisal of comparable properties located in the County or City in which the Property is located (the “Appraiser”). If the parties are unable to agree upon a single Appraiser within ten (10) days after the Acceptance Date, then the parties each shall each select an Appraiser that meets the foregoing qualifications within twelve (12) days after the Acceptance Date. The two (2) Appraisers so appointed shall, within five (5) days after their appointment, appoint a third Appraiser meeting the foregoing qualifications. The determination of the Appraisers(s) shall be limited solely to the issue of whether Seller’s or Purchaser’s Proposal most closely approximates the fair market value. The decision of the single Appraiser or of the Appraisers shall be made within ten (10) days after the appointment of the single Appraiser or the third Appraiser, as applicable. The Appraiser(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ Proposals most closely corresponds to the fair market value of the Property. The decision of the single Appraiser or majority of the three (3) Appraisers shall be binding upon the parties. If either party fails to appoint an Appraiser within the time period specified above, the Appraiser appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the Appraisers shall be paid equally by Seller and Purchaser. In the event that the Seller’s Interest is not purchased by the other Tenant in Common, the Seller shall have the right to exercise his partition rights and any purchaser thereunder shall acquire any Interest or portion of the Property free of the terms of this Agreement.

Buy-Sell Procedure. Before Prior to the filing of a partition action in accordance with Section 8, or (i) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; 8 or (b) for filing a partition), or (ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or (iii) in the event a Tenant in Common sues another Tenant in Common or any guarantor of the Lender’s Loan to the Tenants in Common, or (iv) in the event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B; the Tenant in Common filing such partition action, or defaulting under this Agreement, action or the subject of the Event of Bankruptcy, or suing another Tenant in Common or Loan guarantor, or any Tenant in Common on the event of a Deadlock Bankruptcy (hereinafter, “"Seller”") shall first make a written offer (“"Offer”") to sell its undivided interest to the other Tenant in Common at a price equal to (a) the Fair Market Value (as defined below) of Seller’s 's undivided interestinterest minus (b) Seller's proportionate share of any selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. “The other Tenant in Common shall be entitled to purchase the selling Tenant in Common's interest in the Property. "Fair Market Value” " shall mean the fair market value of Seller’s 's undivided interest in the Property (reduced by liabilities secured by the Property or liabilities taken subject to) on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant in Common shall have ten twenty (1020) days after delivery of the Offer to accept the Offer. If the other Tenant in Common (“the Tenant in Common electing to accept the Offer, "Purchaser”") accepts accept the Offer (hereafter, the date of such acceptance is the “Acceptance Date”)Offer, Seller and Purchaser shall commence negotiation of the Fair Market ValueValue within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within five ten (510) days after the Acceptance Datedays, then each party shall submit to the other ·a proposal containing the Fair Market Value the submitting party believes to be correct (“"Proposal”) within seven (7) days after the Acceptance Date"). If either party Purchaser or Seller fails to timely submit a Proposal, the other party’s 's submitted proposal shall determine the Fair Market Value. If both parties Purchaser and Seller timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. Within ten Purchaser and Seller shall meet, telephonically or at a mutually agreeable location, within seven (107) days after delivery of the Acceptance Date, the parties shall last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous ten five (105) years in the appraisal of comparable properties located in Hendersonville, Tennessee to act as the County or City in which the Property is located (the “Appraiser”)arbitrator. If the parties Purchaser and Seller are unable to agree upon a single Appraiser within ten (10) days after the Acceptance Datearbitrator, then the parties each shall each select an Appraiser that meets the foregoing qualifications within twelve (12) days after the Acceptance Date. The two (2) Appraisers so appointed shallPurchaser and Seller each, within five (5) days after their appointmentthe meeting, appoint a third Appraiser meeting shall select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed, within fifteen (15) days after their appointment, shall appoint a third arbitrator meeting the foregoing qualifications; provided, however, if one party fails to appoint an arbitrator in such period, then the one appointed arbitrator shall make such determination itself without the need for an additional, or third, arbitrator to be appointed or chosen. The determination of the Appraisers(sarbitrator(s) shall be limited solely to the issue of whether Seller’s 's or Purchaser’s 's Proposal most closely approximates the fair market value. The decision of the single Appraiser arbitrator or of the Appraisers arbitrator(s) shall be made within ten thirty (1030) days after the appointment of the a single Appraiser arbitrator or the third Appraiserarbitrator, as applicable. The Appraiser(sarbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ ' Proposals most closely corresponds to the fair market value of the Property. The decision of the single Appraiser arbitrator or majority of the three (3) Appraisers arbitrators shall be binding upon the partiesPurchaser and Seller. If either party Purchaser or Seller fails to appoint an Appraiser arbitrator within the time period specified above, the Appraiser arbitrator appointed by one of them shall reach a decision which that shall be binding upon the parties. The cost of the Appraisers arbitrators shall be paid equally by Seller and Purchaser. In The arbitration shall be conducted in Wilmington, Delaware, in accordance with applicable Tennessee law, as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the event that United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision (i.e., New York, North Carolina, Delaware or Tennessee, as applicable). Such party shall submit to the applicable court having subject matter jurisdiction a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If either Purchaser or Seller refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys' fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. BY EXECUTING THIS AGREEMENT, EACH TENANT IN COMMON AGREES TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY TENNESSEE LAW AND EACH TENANT IN COMMON KNOWINGLY GIVES UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT EACH TENANT IN COMMON GIVES UP ITS JUDICIAL RIGHTS TO APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS .PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF TENNESSEE LAW. EACH TENANT IN COMMON'S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. Once the Fair Market Value is determined, the Purchaser shall be obligated to acquire the Seller’s Interest is not purchased by the other Tenant in Common, the Seller shall have the right to exercise his partition rights and any purchaser thereunder shall acquire any Interest or portion 's Interest. The closing of the purchase shall occur at or through a mutually agreeable title company where the Property free of is located within thirty (30) days from the terms of this Agreementdate a Fair Market Value is determined, whether by agreement or arbitration. Closing costs and prorations shall be allocated as is standard practice where the Property is located.

Buy-Sell Procedure. Before Prior to the filing of a partition action in accordance with Section 8, or (i) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; 8 or (b) for filing a partition), or (ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or (iii) in the event a Tenant in Common sues another Tenant in Common or any guarantor of the Lender’s Loan to the Tenants in Common, or (iv) in the event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B; the Tenant in Common filing such partition action, or defaulting under this Agreement, action or the subject of the Event of Bankruptcy, or suing another Tenant in Common or Loan guarantor, or any Tenant in Common on the event of a Deadlock Bankruptcy (hereinafter, “"Seller”") shall first make a written offer (“"Offer”") to sell its undivided interest to the other Tenant in Common at a price equal to (a) the Fair Market Value (as defined below) of Seller’s 's undivided interestinterest minus (b) Seller's proportionate share of any selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. “The other Tenant in Common shall be entitled to purchase the selling Tenant in Common's interest in the Property. "Fair Market Value” " shall mean the fair market value of Seller’s 's undivided interest in the Property (reduced by liabilities secured by the Property or liabilities taken subject to) on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant in Common shall have ten twenty (1020) days after delivery of the Offer to accept the Offer. If the other Tenant in Common (“the Tenant in Common electing to accept the Offer, "Purchaser”") accepts accept the Offer (hereafter, the date of such acceptance is the “Acceptance Date”)Offer, Seller and Purchaser shall commence negotiation of the Fair Market ValueValue within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within five ten (510) days after the Acceptance Datedays, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“"Proposal”) within seven (7) days after the Acceptance Date"). If either party Purchaser or Seller fails to timely submit a Proposal, the other party’s 's submitted proposal shall determine the Fair Market Value. If both parties Purchaser and Seller timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. Within ten Purchaser and Seller shall meet, telephonically or at a mutually agreeable location, within seven (107) days after delivery of the Acceptance Date, the parties shall last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous ten five (105) years in the appraisal of comparable properties located in Hendersonville, Tennessee to act as the County or City in which the Property is located (the “Appraiser”)arbitrator. If the parties Purchaser and Seller are unable to agree upon a single Appraiser within ten (10) days after the Acceptance Datearbitrator, then the parties each shall each select an Appraiser that meets the foregoing qualifications within twelve (12) days after the Acceptance Date. The two (2) Appraisers so appointed shallPurchaser and Seller each, within five (5) days after their appointmentthe meeting, appoint a third Appraiser meeting shall select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed, within fifteen (15) days after their appointment, shall appoint a third arbitrator meeting the foregoing qualifications; provided, however, if one party fails to appoint an arbitrator in such period, then the one appointed arbitrator shall make such determination itself without the need for an additional, or third, arbitrator to be appointed or chosen. The determination of the Appraisers(sarbitrator(s) shall be limited solely to the issue of whether Seller’s 's or Purchaser’s 's Proposal most closely approximates the fair market value. The decision of the single Appraiser arbitrator or of the Appraisers arbitrator(s) shall be made within ten thirty (1030) days after the appointment of the a single Appraiser arbitrator or the third Appraiserarbitrator, as applicable. The Appraiser(sarbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ ' Proposals most closely corresponds to the fair market value of the Property. The decision of the single Appraiser arbitrator or majority of the three (3) Appraisers arbitrators shall be binding upon the partiesPurchaser and Seller. If either party Purchaser or Seller fails to appoint an Appraiser arbitrator within the time period specified above, the Appraiser arbitrator appointed by one of them shall reach a decision which that shall be binding upon the parties. The cost of the Appraisers arbitrators shall be paid equally by Seller and Purchaser. In The arbitration shall be conducted in Wilmington, Delaware, in accordance with applicable Tennessee law, as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the event that United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision (i.e., New York, North Carolina, Delaware or Tennessee, as applicable). Such party shall submit to the applicable court having subject matter jurisdiction a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If either Purchaser or Seller refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys' fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. BY EXECUTING THIS AGREEMENT, EACH TENANT IN COMMON AGREES TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY TENNESSEE LAW AND EACH TENANT IN COMMON KNOWINGLY GIVES UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT EACH TENANT IN COMMON GIVES UP ITS JUDICIAL RIGHTS TO APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF TENNESSEE LAW. EACH TENANT IN COMMON'S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. Once the Fair Market Value is determined, the Purchaser shall be obligated to acquire the Seller’s Interest is not purchased by the other Tenant in Common, the Seller shall have the right to exercise his partition rights and any purchaser thereunder shall acquire any Interest or portion 's Interest. The closing of the purchase shall occur at or through a mutually agreeable title company where the Property free of is located within thirty (30) days from the terms of this Agreementdate a Fair Market Value is determined, whether by agreement or arbitration. Closing costs and prorations shall be allocated as is standard practice where the Property is located.

Buy-Sell Procedure. Before Upon the filing of a partition action in accordance with Section 8, or 8.1 (ito the extent such right has not been waived as provided in Section 8.2) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; or (b) for filing a partition), or (ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or (iii) in the event a Tenant other Tenants in Common sues another Tenant in Common or any guarantor shall have the right to purchase the interests of the Lender’s Loan to the Tenants in Common, or (iv) in the event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B; the Tenant in Common filing such partition action, or defaulting under this Agreement, action or the subject of the Event of Bankruptcy, or suing another Tenant in Common or Loan guarantor, or any Tenant in Common on the event of a Deadlock Bankruptcy (hereinafter, “"Seller”) "). Seller shall first make a written offer (“"Offer”") to sell its undivided interest Interests to the other Tenant Tenants in Common at a price equal to (a) the Fair Market Value (as defined below) of the Seller’s 's Interests minus (b) (i) Seller's proportionate share of any fee or other amount that would be payable to Manager or any affiliates (including any real estate commission) under the Management Agreement upon the sale of the Property at a price equal to the Fair Market Value and (ii) selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenants in Common shall be entitled to purchase a portion of the selling Tenant in Xxxxxx's interest in proportion to their undivided interest in the Property. In the event any Tenant in Common elects not to purchase its share of the selling Tenant in Common's interest, the other Tenants in Common shall be entitled to purchase additional interests based on their undivided interest in the Property. “"Fair Market Value” " shall mean the fair market value of Seller’s 's undivided interest in the Property on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant Tenants in Common shall have ten twenty (1020) days after delivery of the Offer to accept the Offer. If any or all of the other Tenant Tenants in Common (“"Purchaser”") accepts accept the Offer (hereafter, the date of such acceptance is the “Acceptance Date”)Offer, Seller and Purchaser shall commence negotiation of the Fair Market ValueValue within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within five ten (510) days after the Acceptance Datedays, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“"Proposal”) within seven (7) days after the Acceptance Date"). If either party fails to timely submit a Proposal, the other party’s 's submitted proposal shall determine the Fair Market Value. If both parties timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. Within ten The parties shall meet within seven (107) days after delivery of the Acceptance Date, the parties shall last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous ten five (105) years in the appraisal of comparable properties located in the County or City in which the Property is located (to act as the “Appraiser”)arbitrator. If the parties are unable to agree upon a single Appraiser within ten (10) days after the Acceptance Datearbitrator, then the parties each shall each select an Appraiser that meets the foregoing qualifications within twelve (12) days after the Acceptance Date. The two (2) Appraisers so appointed shall, within five (5) days after the meeting, each select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed shall, within fifteen (15) days after their appointment, appoint a third Appraiser arbitrator meeting the foregoing qualifications. The determination of the Appraisers(sarbitrator(s) shall be limited solely to the issue of whether Seller’s 's or Purchaser’s 's Proposal most closely approximates the fair market value. The decision of the single Appraiser arbitrator or of the Appraisers arbitrator(s) shall be made within ten thirty (1030) days after the appointment of the a single Appraiser arbitrator or the third Appraiserarbitrator, as applicable. The Appraiser(sarbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ ' Proposals most closely corresponds to the fair market value of the Property. The decision of the single Appraiser arbitrator or majority of the three (3) Appraisers arbitrators shall be binding upon the parties. If either party fails to appoint an Appraiser arbitrator within the time period specified above, the Appraiser arbitrator appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the Appraisers arbitrators shall be paid equally by Seller and Purchaser. In The arbitration shall be conducted in Orange County, California, in accordance with Illinois Code of Civil Procedure sections 1280 et seq., as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the event that United States Code shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the Seller’s Interest is not purchased arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision. Such party shall submit to the superior court a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of the superior court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If one party refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other Tenant in Commonparty to arbitrate, the Seller party demanding arbitration shall have be entitled to all of its reasonable attorneys' fees and costs in obtaining such order, regardless of which party ultimately prevails in the right to exercise his partition rights and any purchaser thereunder shall acquire any Interest or portion of the Property free of the terms of this Agreementmatter. BY EXECUTING THIS AGREEMENT YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY ILLINOIS LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE ILLINOIS CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Buy-Sell Procedure. Before filing a partition action in accordance with Section 8Subject to the terms of the Mortgage Loan Documents, or (i) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; or (b) for filing a partition), or (ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or (iii) in the event a Tenant in Common sues another Tenant in Common or any guarantor of the Lender’s Loan to the Tenants in CommonCommon (each, or (iv) in the event an “Event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B; Default”), the Tenant in Common filing such partition action, or defaulting under this Agreement, or the subject of the Event of Bankruptcy, or suing another Tenant in Common or Loan guarantor, or any Tenant in Common on the event of a Deadlock (hereinafter, “Seller”) shall first make a written offer (“Offer”) to sell its undivided interest Interest to the other Tenant in Common at a price equal to (a) the Fair Market Value (as defined below) of the Seller’s undivided interestInterest minus (b) Seller’s proportionate share of any selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenant in Common shall be entitled to purchase the selling Tenant in Common’s undivided Interest in the Property. “Fair Market Value” shall mean (1) the TIC Percentage represented by the of Seller’s undivided Interest; multiplied by (2) the fair market value of Seller’s undivided interest in the Property reduced by liabilities secured by the Property or liabilities taken subject to) on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant Tenants in Common shall have ten twenty (1020) days after delivery of the Offer to accept the Offer. If any of the other Tenants in Common (any Tenant in Common (electing to accept the Offer, being a “Purchaser”) accepts the Offer (hereafter, the date of such acceptance is the “Acceptance Date”)Offer, Seller and each Purchaser shall commence negotiation of the Fair Market ValueValue within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within five ten (510) days after the Acceptance Datedays, then each party shall submit to the each other a proposal containing the Fair Market Value the submitting party believes to be correct (each a “Proposal”) within seven (7) days after the Acceptance Date). If either party each Purchaser, on the one hand, or Seller, on the other, fails to timely submit a Proposal, the other party’s Proposal that was timely submitted proposal by a Purchaser or by the Seller shall determine the Fair Market Value. If there is more than one Purchaser that submitted a Proposal, then the Proposal with the largest Fair Market Value shall be the Proposal of both parties Purchasers. If no Purchaser and the Seller does not timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. Within ten Purchasers and Seller shall meet, telephonically or at a mutually agreeable location, within seven (107) days after delivery of the Acceptance Date, the parties shall last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous ten five (105) years in the appraisal of comparable properties located in Naples, Florida to act as the County or City in which the Property is located (the “Appraiser”)arbitrator. If the parties each Purchaser and Seller are unable to agree upon a single Appraiser within ten (10) days after the Acceptance Datearbitrator, then the parties each shall each select an Appraiser that meets the foregoing qualifications within twelve (12) days after the Acceptance Date. The two (2) Appraisers so appointed shallreal estate appraisers listed in Schedule III, within five (5) days after their appointmentattached hereto, appoint a third Appraiser meeting the foregoing qualifications. The determination of the Appraisers(s) and incorporated herein, shall be limited solely retained as the person to the issue of whether Seller’s or Purchaser’s Proposal most closely approximates determine the fair market value. The decision of the single Appraiser or of the Appraisers shall be made within ten (10) days after the appointment of the single Appraiser or the third Appraiser, as applicable. The Appraiser(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ Proposals most closely corresponds to the fair market value of the Property. The decision Property for use in computed the Fair Market Value of the single Appraiser or majority of Interest being sold by the three (3) Appraisers shall be binding upon the parties. If either party fails to appoint an Appraiser within the time period specified above, the Appraiser appointed by one of them shall reach a decision which shall be binding upon the partiesSeller. The cost of the Appraisers arbitrators shall be paid equally by Seller and PurchaserPurchasers pro rata on the basis of their respective TIC Percentages. In The arbitration shall be conducted in San Antonio, Texas, in accordance with applicable Florida law, as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the event that United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may not be submitted to any court of competent jurisdiction by the party designated in the decision. BY EXECUTING THIS AGREEMENT, EACH TENANT IN COMMON AGREES TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY ILLINOIS LAW AND EACH TENANT IN COMMON KNOWINGLY GIVES UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT EACH TENANT IN COMMON GIVES UP ITS JUDICIAL RIGHTS TO APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF ILLINOIS LAW. EACH TENANT IN COMMON’S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. Once the Fair Market Value is determined, each Purchaser shall be obligated to acquire the Seller’s Interest, pro rata on the basis of the TIC Percentages of the Purchasers. For the avoidance of doubt, the closing of the purchase of the Seller’s Interest is not purchased by the other Tenant in Common, the Seller shall have the right to exercise his partition rights and any purchaser thereunder shall acquire any Interest occur at or portion of through a mutually agreeable title company where the Property free is located within ninety days (90) of an Event of Default, whether by agreement or arbitration. Closing costs and prorations shall be allocated as is standard practice where the terms of this AgreementProperty is located.