Common use of Call Price Clause in Contracts

Call Price. The Purchase Price to be paid for the Call Shares purchased in accordance with this Section 7 (the "Call Price") shall be equal to the value of such Call Shares as determined as follows: (i) The amount mutually agreed to between the Terminated Shareholder and the Company, if such agreement can be obtained within thirty (30) days after the Company gives the Call Notice (as defined below) (the "Call Price Agreement Period"); or (ii) The value of the Call Shares as determined by the following appraisal process. The Company shall select a "Qualified Appraiser" that is unaffiliated with the Company (the "Company Appraiser"), and give written notice of the name, address and other reasonable identification of the Company Appraiser to Terminated Shareholder (the "Company Appraiser Notice"), within thirty (30) days after the expiration of the Call Price Agreement Period. For purposes of this Agreement, a "Qualified Appraiser" shall mean an investment banking firm or other Person that is in the business of conducting, and is qualified to conduct, an appraisal of businesses such as the business of the Company. The designation of the Company Appraiser shall be subject to the approval of the Terminated Shareholder, which approval shall not be unreasonably withheld and will be deemed to have given, unless the Terminated Shareholder delivers to the Company, within fourteen (14) days after the Company provides the Company Appraiser Notice (the "Company Appraiser Objection Period"), written notice (the "Terminated Shareholder Rejection Notice") of (i) objection to the Company Appraiser and (ii) the name, address and other reasonable identification of another Qualified Appraiser unaffiliated with the Terminated Shareholder (the "Terminated Shareholder Appraiser"). If the Terminated Shareholder does not duly reject the Company Appraiser, then the value of the Call Shares as determined in the written opinion of the Company Appraiser shall be binding on the Company and the Terminated Shareholder for purposes of this Section 7. If the Terminated Shareholder does duly reject the Company Appraiser and designate an Terminated Shareholder Appraiser, then within thirty (30) days following the Terminated Shareholder Rejection Notice, the two appraisers shall determine and state in writing signed by them their opinion of the value of the Call Shares. In the event that the appraisers agree on a value of the Call Shares, then such value shall be binding on the Company and the Terminated Shareholder for purposes of this Section 7. In the event the two appraisers cannot agree upon a value of the Call Shares, then (i) the two appraisers shall select a third Qualified Appraiser (the "Neutral Appraiser") within fourteen (14) days after delivery of their written opinions, (ii) the Neutral Appraiser shall determine and set forth in a written opinion within thirty (30) days of being selected the value of the Call Shares, and the value of the Call Shares shall be equal to the average of the value thereof set forth in the three appraisals, all with equal weighting. The Company and the Terminated Shareholder shall each be responsible for one-half (50%) of all costs and expenses of all appraisers. Signed opinions of the value of the Call Shares by all appraisers shall be promptly delivered to both the Company and the Terminated Shareholder.

Call Price. (a) The Call Price shall equal (A) the sum of (i) the price allocated pursuant to the Purchase Price Agreement to be paid the Traymore Site of $61 million (subject to adjustment for pro rated rents, utilities and assessments), (ii) the Traymore Closing Costs, (iii) the Traymore Financing Costs and (iv) the Traymore Operating Costs, plus, in each case, interest thereon at the rate of 8% per annum from the date such costs are incurred, calculated on the basis of a 360 day year, through and including the Call Shares purchased Closing Date, less (B) any revenues received by the Company or AREH with respect to the Traymore Site through and including the Call Closing Date; provided that the proceeds of any financing shall not be deemed revenues for purposes of this clause (B). The Call Price shall be further adjusted in accordance with this the provisions of Section 7 (the "Call Price"4(b) shall be equal to the value of such Call Shares as determined as follows:hereof. (ib) The amount mutually agreed to between the Terminated Shareholder and the CompanyAREH, if such agreement can be obtained within thirty (30) days after the Company gives the Call Notice (as defined below) (the "Call Price Agreement Period"); or (ii) The value of the Call Shares as determined by the following appraisal process. The Company shall select a "Qualified Appraiser" that is unaffiliated with the Company (the "Company Appraiser")in its sole discretion, and give written notice of the name, address and other reasonable identification of the Company Appraiser to Terminated Shareholder (the "Company Appraiser Notice"), within thirty (30) days after the expiration of the Call Price Agreement Period. For purposes of this Agreement, a "Qualified Appraiser" shall mean an investment banking firm or other Person that is in the business of conducting, and is qualified to conduct, an appraisal of businesses such as the business of the Company. The designation of the Company Appraiser shall be subject to the approval of the Terminated Shareholderholder of the Traymore Debt (the “Lender”), which approval shall not be unreasonably withheld and will be deemed if required under the terms of the Traymore Debt loan documents, may decide to have given, unless sell to ACE the Terminated Shareholder delivers Equity Interests and/or the Traymore Site subject to the Company, within fourteen (14) days after Traymore Debt. To the Company provides extent AREH chooses to sell the Company Appraiser Notice (Equity Interests and/or the "Company Appraiser Objection Period"), written notice (the "Terminated Shareholder Rejection Notice") of (i) objection Traymore Site to ACE subject to the Company Appraiser Traymore Debt, ACE executes a novation and assumption agreement related to such indebtedness reasonably satisfactory to AREH and the Lender releases AREH from all obligations under the Traymore Debt (ii) except any guarantee obligation in effect on the name, address date of the Call Closing and other reasonable identification in favor of another Qualified Appraiser unaffiliated with the Terminated Shareholder (Lender that is required to remain in effect following a transfer of the "Terminated Shareholder Appraiser"borrower’s obligations under the Traymore Debt documents to an affiliate). If the Terminated Shareholder does not duly reject the Company Appraiser, then the value Call Price shall be reduced by an amount equal to the outstanding principal amount of the Traymore Debt and any accrued and unpaid interest thereon at the Call Closing Date. In addition to payment of the Call Shares as determined Price, ACE shall reimburse AREH for all escrow amounts posted in connection with the written opinion Traymore Debt. To the extent AREH sells the Equity Interests (and the Traymore Site) to ACE free and clear of the Company Appraiser shall be binding on Traymore Debt (either because it chooses to or because the Company and the Terminated Shareholder for purposes of this Section 7. If the Terminated Shareholder Lender does duly reject the Company Appraiser and designate an Terminated Shareholder Appraiser, then within thirty (30) days following the Terminated Shareholder Rejection Notice, the two appraisers shall determine and state in writing signed by them their opinion not approve of the value sale to ACE for any reason in its absolute discretion, if such approval is required under the Traymore Debt documents), ACE shall, in addition to the Call Price, pay to the Lender any prepayment penalties and other fees in connection with the prepayment of the Call Shares. In the event that the appraisers agree on a value of the Call Shares, then such value Traymore Debt. (c) The Traymore Closing Costs shall be binding on the Company and the Terminated Shareholder for purposes of this Section 7. In the event the two appraisers cannot agree upon a value of the Call Shares, then (i) the two appraisers shall select a third Qualified Appraiser (the "Neutral Appraiser") within fourteen (14) days after delivery of their written opinions, (ii) the Neutral Appraiser shall determine and set forth in a written opinion within thirty (30) days of being selected the value of the Call Shares, and the value of the Call Shares shall be equal to the average of the value thereof set forth in the three appraisals, all with equal weighting. The Company and the Terminated Shareholder shall each be responsible for one-half (50%) of include all costs and expenses of all appraisers. Signed opinions actually incurred by AREH and its affiliates in connection with the acquisition, ownership and financing of the value Traymore Site and the transfer of the Call Shares Equity Interests to ACE including, without limitation, legal fees, title insurance, recording, transfer or similar taxes, survey and inspection costs. The Traymore Financing Costs shall include all fees, costs and expenses incurred by AREH and its affiliates in connection with obtaining financing to acquire the Traymore Site pursuant to the Purchase Agreement, including, without limitation, legal fees and expenses, and any fees payable to any financing source in connection with obtaining such financing, all appraisers principal and interest payments made on the Traymore Debt and all costs associated with the assignment of the Traymore Debt, if applicable. The Traymore Operating Expenses shall be promptly delivered include all costs and expenses actually incurred by AREH and its affiliates in owning or operating the Traymore Site. The Traymore Debt means the loan made to both the Company and the Terminated ShareholderAREH by Bear Sxxxxxx Commercial Mortgage Inc. (or any affiliate thereof).

Call Price. The Purchase Price to be paid for As used herein, the Call Shares purchased in accordance with this Section 7 (the "“Call Price"” shall mean (a) shall be equal to if the value employment of such Call Shares as determined as follows: (i) The amount mutually agreed to between the Terminated Shareholder and the Company, if such agreement can be obtained within thirty (30) days after Restricted Stockholder with the Company gives or one of its subsidiaries is terminated for Cause or is terminated by the Call Notice (as defined below) (Restricted Stockholder without Good Reason, the "Call Price Agreement Period"); or (ii) The value lesser of the Fair Market Value of the Call Shares Securities as determined by of January 1, 2003 or the following appraisal process. The Company shall select a "Qualified Appraiser" that Fair Market Value of the Call Securities as of the date of the Call Notice, (b) if the employment of the Restricted Stockholder is unaffiliated terminated other than for Cause or the Restricted Stockholder voluntarily terminates his or her employment with the Company (the "Company Appraiser")or one of its subsidiaries for Good Reason, and give written notice of the name, address and other reasonable identification of the Company Appraiser to Terminated Shareholder (the "Company Appraiser Notice"), within thirty (30) days after the expiration Fair Market Value of the Call Price Agreement Period. For purposes Securities as of the date of the Call Notice, and (c) if the Restricted Stockholder breaches any provision of this Agreement, a "Qualified Appraiser" one dollar ($1.00) per Share. As used herein, “Cause” shall mean such Restricted Stockholder’s (i) failure, neglect or refusal to perform his or her responsibilities as an investment banking firm or other Person that is in the business of conductingemployee, officer and is qualified to conduct, an appraisal of businesses such as the business of the Company. The designation director of the Company Appraiser shall be subject to the approval of the Terminated Shareholderor its subsidiaries, which approval shall not be unreasonably withheld and will be deemed to have given, unless the Terminated Shareholder delivers to the Company, within fourteen (14) days after the Company provides the Company Appraiser Notice (the "Company Appraiser Objection Period"), written notice (the "Terminated Shareholder Rejection Notice") of (i) objection to the Company Appraiser and (ii) the name, address and other reasonable identification of another Qualified Appraiser unaffiliated with the Terminated Shareholder (the "Terminated Shareholder Appraiser"). If the Terminated Shareholder does not duly reject the Company Appraiser, then the value of the Call Shares as determined in the written opinion of the Company Appraiser shall be binding on the Company and the Terminated Shareholder for purposes of this Section 7. If the Terminated Shareholder does duly reject the Company Appraiser and designate an Terminated Shareholder Appraiser, then within thirty (30) days following the Terminated Shareholder Rejection Notice, the two appraisers shall determine and state in writing signed by them their opinion of the value of the Call Shares. In the event that the appraisers agree on a value of the Call Shares, then such value shall be binding on the Company and the Terminated Shareholder for purposes of this Section 7. In the event the two appraisers cannot agree upon a value of the Call Shares, then (i) the two appraisers shall select a third Qualified Appraiser (the "Neutral Appraiser") within fourteen (14) days after delivery of their written opinionsapplicable, (ii) failure to achieve performance goals set by the Neutral Appraiser shall determine Board of Directors or officers or the Company or Parent and set forth communicated to such Restricted Stockholder within a reasonable time in a written opinion within thirty (30) days of being selected the value advance of the Call Sharesdate or dates such goals are evaluated or measured, and (iii) engagement in any dishonesty or willful misconduct, fraud, misappropriation or embezzlement injurious to the value Company or any subsidiary of the Call Shares Company whether monetarily or otherwise or (iv) conviction of a felony or any crime involving moral turpitude (including the entry of a nolo contendre plea). As used herein, “Good Reason” shall be equal mean with respect to any Restricted Stockholder, such Restricted Stockholder’s resignation from his or her employment with the average Company or any of its subsidiaries following and because of (A) the Company’s or such subsidiary’s reducing or reassigning a material portion of the value thereof set forth in the three appraisals, all with equal weighting. The Company and the Terminated Shareholder shall each be responsible for one-half Restricted Stockholder’s duties without Cause or (50%B) of all costs and expenses of all appraisers. Signed opinions a reduction of the value Restricted Stockholder’s base salary other than in connection with an across-the-board reduction of executive compensation imposed by the Call Shares by all appraisers shall be promptly delivered Board of Directors or board of directors of such subsidiary, if applicable, in response to both negative financial results or other adverse circumstances affecting the Company and the Terminated ShareholderCompany.