Common use of Determination of Fair Value Clause in Contracts

Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3. (a) In the event that (x) the Company desires to exercise the Call Right or (y) the Executive has informed the Company of its desire to exercise the Put Right, the Company shall provide the Executive with a notice (a “Repurchase Notice”) relating to such exercise no later than ten (10) business days prior to the date on which the repurchase of Class A Units is scheduled to take place. The Repurchase Notice shall, for the avoidance of doubt, include the number of Class A Units to be repurchased and the Fair Value of such Class A Units as determined in accordance with the Amended and Restated Limited Liability Company Agreement of Holdings, dated as of the date hereof, by and among Holdings, the Executive and the other parties thereto (the “LLC Agreement”). (b) If the Executive has an objection to the Fair Value as determined by the Board, the Executive shall deliver to the Company a statement setting forth his objection (an “Objection Statement”). If an Objection Statement is not delivered to the Company within fifteen (15) business days after delivery of the Repurchase Notice, the Fair Value as determined by the Board and reflected in the Repurchase Notice shall be final and binding on the Company and the Executive. (c) In the event that the Executive delivers an Objection Statement, the Executive and the Company shall negotiate in good faith to resolve such dispute. If the Executive and the Company are unable to agree on the Fair Value within two (2) business days, the Company shall engage an investment bank or valuation firm with relevant experience to determine the Fair Value of the Class A Units at issue reasonably acceptable to the Company and the Executive; provided, however, that if the Executive and the Company are unable to agree on an investment bank or valuation firm within three (3) business days, the Company and the Member shall each engage an investment bank (neither of which shall have had a material business relationship with the Company in the twelve (12) month period prior to the date of such selection) and the two selected investment banks shall select a third investment bank (which shall not have had a material business relationship with the Company, the ACON Investor (as defined in the LLC Agreement) or any of their respective Affiliates in the twelve (12) month period prior to the date of such selection) to serve as the investment bank for purposes of this Section 11.3 (the investment bank selected in accordance with this Section 11.3, the “Valuation Expert”). The Valuation Expert shall determine the Fair Value of the Class A Units at issue based upon the rights, priorities, returns and preferences applicable to such Class A Units. The Fair Value, as determined by the Valuation Expert, shall be final and binding on the Company and the Executive. The Executive and the Company shall use their respective commercially reasonable efforts to cause the Valuation Expert to notify them in writing of its determination of the Fair Value of the Class A Units at issue as soon as practicable. (d) If the Fair Value determined by Valuation Expert is equal to or less than 107.5% of the Fair Value determined by the Board and reflected in the Repurchase Notice, then the Executive shall pay all the costs, expenses and fees of the Valuation Expert; it being understood that the Company shall have the right to offset such amounts from the amounts payable to the Executive for the Class A Units being repurchased. If the Fair Value determined by the Valuation Expert is greater than 107.5% of the value determined by the Board and reflected in the Repurchase Notice, then the Company shall pay all costs, expenses and fees of the Valuation Expert. (e) The Executive hereby acknowledges that this Section 11.3 in no way modifies Section 6.10 of the LLC Agreement, including with respect to (i) forfeiture of vested Units (as defined in the LLC Agreement) that were issued as Profits Interests (as defined in the LLC Agreement); (ii) the call right set forth in Section 6.10(b) of the LLC Agreement with respect any securities issued to Executive other than the Class A Units, and (iii) the call right set forth in Section 6.10(b) of the LLC Agreement with respect to any vested Units or securities if the Executive is terminated for Cause.

Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3. (a) In the event that (x) the Company desires to exercise the Call Right or (y) the Executive has informed the Company of its desire to exercise the Put Right, the Company shall provide the Executive with a notice (a “Repurchase Notice”) relating to such exercise no later than ten (10) business days prior to the date on which the repurchase of Class A Units is scheduled to take place. The Repurchase Notice shall, for the avoidance of doubt, include the number of Class A Units to be repurchased and the Fair Value of such Class A Units as determined in accordance with the Amended and Restated Limited Liability Company Agreement of Holdings, dated as of the date hereof, by and among Holdings, the Executive and the other parties thereto (the “LLC Agreement”). (b) If the Executive has an objection to the Fair Value as determined by the Board, the Executive shall deliver to the Company a statement setting forth his objection (an “Objection Statement”). If an Objection Statement is not delivered to the Company within fifteen (15) business days after delivery of the Repurchase Notice, the Fair Value as determined by the Board and reflected in the Repurchase Notice shall be final and binding on the Company and the Executive. (c) In the event that the Executive delivers an Objection Statement, the Executive and the Company shall negotiate in good faith to resolve such dispute. If the Executive and the Company are unable to agree on the Fair Value within two (2) business days, the Company shall engage an investment bank or valuation firm with relevant experience to determine the Fair Value of the Class A Units at issue reasonably acceptable to the Company and the Executive; provided, however, that if the Executive and the Company are unable to agree on an investment bank or valuation firm within three (3) business days, the Company and the Member shall each engage an investment bank (neither of which shall have had a material business relationship with the Company in the twelve (12) month period prior to the date of such selection) and the two selected investment banks shall select a third investment bank (which shall not have had a material business relationship with the Company, the ACON Investor (as defined in the LLC Agreement) or any of their respective Affiliates in the twelve (12) month period prior to the date of such selection) to serve as the investment bank for purposes of this Section 11.3 (the investment bank selected in accordance with this Section 11.3, the “Valuation Expert”). The Valuation Expert shall determine the Fair Value of the Class A Units at issue based upon the rights, priorities, returns and preferences applicable to such Class A Units. The Fair Value, as determined by the Valuation Expert, shall be final and binding on the Company and the Executive. The Executive and the Company shall use their respective commercially reasonable efforts to cause the Valuation Expert to notify them in writing of its Any determination of the Fair Value of the Class Company or the Series A Units at issue Call Price (for purposes of this Section 5.7(c), the “Fair Market Value”) shall be made as soon as practicable.follows: (di) If The Fair Market Value shall be an amount agreed upon by the Fair Value determined by Valuation Expert is equal to or less than 107.5% holder of the Fair Value determined by Series A Preferred Share, on the Board one hand, and reflected in the Repurchase Notice, then the Executive shall pay all the costs, expenses and fees a majority of the Valuation Expert; it being understood that Class B Directors, on the other hand (in each case, the “Relevant Parties”) within five (5) Business Days after written notice of the exercise of the Preferred Share Call Right by the Company shall have the right to offset such amounts from the amounts payable been given to the Executive for holder of the Class Series A Units being repurchasedPreferred Share. (ii) If the Relevant Parties cannot agree on the Fair Market Value within such five (5) Business Day period, each of the Relevant Parties will submit its respective proposal as to the Fair Market Value (its “Proposed Value”) to the other Relevant Party within ten (10) Business Days after the expiration of such five (5) Business Day period. If the Fair higher Proposed Value determined by is not more than 10% higher than the Valuation Expert is greater than 107.5% of the value determined by the Board and reflected in the Repurchase Noticelower Proposed Value, then the Company Fair Market Value shall pay all costs, expenses and fees be equal to the average of the Valuation Expertsuch Proposed Values. (eiii) The Executive hereby acknowledges In the event that this Section 11.3 in no way modifies Section 6.10 one of the LLC Agreement, including with respect to (i) forfeiture of vested Units (as defined in the LLC Agreement) that were issued as Profits Interests (as defined in the LLC Agreement); Proposed Values submitted under subparagraph (ii) is more than 10% higher than the call right set forth other Proposed Value, then within ten Business Days after the submission of such proposals, the Relevant Parties shall jointly select and retain an independent nationally recognized investment bank (the “Appraiser”). In the event that such parties fail to jointly select the Appraiser within such time period, then at the request of either Relevant Party, the American Arbitration Association (or, if the American Arbitration Association is unavailable or unwilling, a substitute reasonably agreed by the Relevant Parties) shall provide the Relevant Parties with a list of five Appraiser candidates and each of the Relevant Parties shall be allowed to strike two names from the list and rank the remaining Appraiser candidates in order of acceptance. The American Arbitration Association (or such substitute) shall select one of the Appraiser candidates remaining on both lists, taking into account the rankings of such candidates by the Relevant Parties. The Appraiser shall be requested to make its determination within a period of 30 days after the deadline for submissions to be made by the Relevant Parties pursuant to subparagraph (iv), or as soon as practicable thereafter. (iv) Within five (5) Business Days of the appointment of the Appraiser, each of the Relevant Parties shall submit to the Appraiser (x) such Relevant Party’s Proposed Value previously submitted to the other party pursuant to subparagraph (ii), (y) a list of factors that it believes to be relevant in the determination of the Fair Market Value, and (z) the reasons for that Proposed Value. In addition, each Relevant Party shall at the same time deliver to the other Relevant Party a copy of any submission or information it has supplied to the Appraiser. (v) The Appraiser shall then make its own determination of the Fair Market Value for purposes of making the determination in Section 6.10(b5.7(c)(vi), having requested such further information from the Relevant Parties and/or the Company as it shall require. (vi) The Appraiser shall certify to each of the Relevant Parties and the Company (x) that, having considered the respective submissions of each of the Relevant Parties, the Appraiser has made its own determination of the Fair Market Value according to the principles of this Agreement and (y) which of the Proposed Values submitted by the Relevant Parties it determines to be closer to the Fair Market Value. The Proposed Value submitted by either of the Relevant Parties so certified by the Appraiser pursuant to clause (y) of the LLC immediately preceding sentence shall thereupon be deemed to be the Fair Market Value. (vii) The fees and expenses of the Appraiser shall be paid by the Company. The Appraiser shall act as an expert and not as an arbitrator and its determination shall be final and binding upon the Relevant Parties and the Company. The Appraiser shall have no liability to any of the Relevant Parties or the Company in respect of its determination. (viii) Notwithstanding anything in this Agreement with respect to the contrary, any securities issued determination of Fair Market Value pursuant to Executive other than this Section 5.7(c) shall be applicable only for purposes of the Class A Unitsspecific instance for which such Fair Market Value is determined, and (iii) the call right set forth in Section 6.10(b) of the LLC Agreement with respect shall not apply to any vested Units or securities if the Executive is terminated for Causeother instance requiring a determination of Fair Market Value.

Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3. (a) In the event that Determination by experts (xi) the Company desires to exercise the Call Right or (y) the Executive has informed the Company of its desire to exercise the Put Right, the Company shall provide the Executive with a notice (a “Repurchase Notice”) relating to such exercise no later than ten (10) If within 10 business days prior to after the date on which a transfer notice or deemed transfer notice is given (the repurchase notice date), the shareholders cannot agree on the fair value of Class A Units is scheduled to take place. The Repurchase Notice shall, for the avoidance of doubt, include the number of Class A Units shares to be repurchased and transferred, an expert nominated by the Fair Value of such Class A Units as determined in accordance with board by ordinary resolution must be appointed to determine the Amended and Restated Limited Liability Company Agreement of Holdings, dated as fair value of the date hereof, by and among Holdings, the Executive and the other parties thereto (the “LLC Agreement”). (b) If the Executive has an objection shares to the Fair Value as determined by the Board, the Executive shall deliver to the Company a statement setting forth his objection (an “Objection Statement”)be transferred. If an Objection Statement is expert has not delivered to been nominated by the board within 20 business days of the notice date, the secretary of the Company must request the nomination of an expert by the president of the institute of chartered accountants within fifteen (15) 30 business days after delivery of the Repurchase Notice, the Fair Value as determined by the Board and reflected in the Repurchase Notice shall notice date. Their decision will be final and binding on the Company and the Executiveparties. (cii) In the event that the Executive delivers an Objection Statement, the Executive and the Company shall negotiate in good faith to resolve such dispute. If the Executive and the Company are unable to agree on the Fair Value within two (2) business days, the Company shall engage an investment bank or valuation firm with relevant experience to determine the Fair Value The fair value of the Class A Units at issue reasonably acceptable to the Company and the Executive; provided, however, that if the Executive and the Company are unable to agree on an investment bank or valuation firm within three (3) business days, the Company and the Member shall each engage an investment bank (neither of which shall have had a material business relationship with the Company in the twelve (12) month period prior to the date of such selection) and the two selected investment banks shall select a third investment bank (which shall not have had a material business relationship with the Company, the ACON Investor (as defined in the LLC Agreement) or any of their respective Affiliates in the twelve (12) month period prior to the date of such selection) to serve as the investment bank for purposes of this Section 11.3 (the investment bank selected in accordance with this Section 11.3, the “Valuation Expert”). The Valuation Expert shall determine the Fair Value of the Class A Units at issue based upon the rights, priorities, returns and preferences applicable to such Class A Units. The Fair Value, as determined by the Valuation Expert, shall shares will be final and binding on the Company and the Executive. The Executive and the Company shall use their respective commercially reasonable efforts to cause the Valuation Expert to notify them in writing of its determination of the Fair Value of the Class A Units at issue as soon as practicable. (d) If the Fair Value determined by Valuation Expert is equal to or less than 107.5% of the Fair Value determined by the Board and reflected in the Repurchase Notice, then the Executive shall pay all the costs, expenses and fees of the Valuation Expert; it being understood that the Company shall have the right to offset such amounts from the amounts payable to the Executive for the Class A Units being repurchased. If the Fair Value determined by the Valuation Expert is greater than 107.5% of the value determined by the Board and reflected in the Repurchase Notice, then the Company shall pay all costs, expenses and fees of the Valuation Expertexpert. (eiii) The Executive hereby acknowledges that this Section 11.3 in no way modifies Section 6.10 fair value of the LLC Agreementrelevant shares will be determined as at the date on which the transfer notice or deemed transfer notice is given, including with respect and the expert must determine the fair value of the relevant shares within 30 business days of the date of their appointment, and must provide a copy of their valuation to each shareholder. (iv) The expert so appointed may appoint a recognised, experienced and qualified valuer to determine the value of any particular asset of the Company. (b) Matters to which the expert shall have regard (i) forfeiture In making their determination will value the business as a going concern and, having regard to the appropriate proportion of vested Units (as defined the business represented by the shares being valued in the LLC Agreement) that were issued as Profits Interests (as defined in the LLC Agreement); their discretion, apply a discount for minority holdings; (ii) Will have regard to the call right set forth following factors, in Section 6.10(baddition to any other factors which they believe should properly be taken into account, based on the best information available at the time: (1) The prospects of the LLC Agreement with respect business, including, without limitation, taking into account the continuing association or involvement of any securities issued to Executive other than the Class A Units, and (iii) the call right set forth in Section 6.10(b) of the LLC Agreement principals with respect the Company and its subsidiaries; (2) The value, at a specified capitalisation rate appropriate to any vested Units or securities the business, of the estimated future maintainable earnings of the Company; (3) The yield which an open-market investor would reasonably require in an acquisition of the shares; (4) The net tangible assets of the Company as disclosed in the accounts for the last preceding financial year or, if no accounts of the Executive is terminated for CauseCompany are available, as disclosed in the latest management accounts of the Company; (5) In making their determination will act as an expert and not as an arbitrator; and (6) Their determination will be final and binding upon the Company and the shareholder.

Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3. (a) In the event that (x) the Company desires to exercise the Call Right or (y) the Executive has informed the Company of its desire to exercise the Put Right, the Company shall provide the Executive with a notice (a “Repurchase Notice”) relating to such exercise no later than ten (10) business days prior to the date on which the repurchase of Class A Units is scheduled to take place. The Repurchase Notice shall, for the avoidance of doubt, include the number of Class A Units to be repurchased and the Fair Value of such Class A Units as determined in accordance with the Amended and Restated Limited Liability Company Agreement of Holdings, dated as of the date hereof, by and among Holdings, the Executive and the other parties thereto (the “LLC Agreement”). (b) If the Executive has an objection to the Fair Value as determined by the Board, the Executive shall deliver to the Company a statement setting forth his objection (an “Objection Statement”). If an Objection Statement is not delivered to the Company within fifteen (15) business days after delivery of the Repurchase Notice, the Fair Value as determined by the Board and reflected in the Repurchase Notice shall be final and binding on the Company and the Executive. (c) In the event that the Executive delivers an Objection Statement, the Executive and the Company Founding Shareholders shall negotiate in good faith for a period of twenty (20) calendar days from the date of the event giving rise to resolve such dispute. If the Executive and the Company are unable to agree on the need for a determination of Fair Value within two (2) business days, the Company shall engage an investment bank or valuation firm with relevant experience to determine the Fair Value of Value. If the Class A Units at issue reasonably acceptable to the Company and the Executive; provided, however, that if the Executive and the Company Founding Shareholders are unable to agree on an investment bank or valuation firm reach a mutual determination of Fair Value within three such twenty (320) business dayscalendar day period, each Founding Shareholder shall promptly appoint a qualified, recognized appraiser of international standing (such as, by way of example only, the Company valuation group of an international accounting firm or a global investment bank) with substantial experience in valuing companies with a [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. size, organization, assets and principal place of business similar to that of the Member shall each engage JVCO Entities (each, an investment bank (neither of which shall have had a material business relationship with the Company in the twelve (12) month period prior to the date of such selection) and the two selected investment banks shall select a third investment bank (which shall not have had a material business relationship with the Company, the ACON Investor (as defined in the LLC Agreement) or any of their respective Affiliates in the twelve (12) month period prior to the date of such selection) to serve as the investment bank for purposes of this Section 11.3 (the investment bank selected in accordance with this Section 11.3, the “Valuation ExpertAdvisor”). The Valuation Expert , and each such Advisor shall determine deliver a written opinion with supporting materials as to the Fair Value (an “Advisor’s Report”) to each of the Class A Units at issue based upon the rights, priorities, returns and preferences applicable to such Class A Units. The Fair Value, as determined by the Valuation Expert, shall be final and binding on the Company and the Executive. The Executive and the Company shall use their respective commercially reasonable efforts to cause the Valuation Expert to notify them in writing Founding Shareholders concurrently within twenty (20) Business Days of its determination of appointment (the Fair Value of the Class A Units at issue as soon as practicable. (d) If the Fair Value determined by Valuation Expert is equal to or less than 107.5% of the Fair Value determined by the Board and reflected in the Repurchase Notice, then the Executive shall pay all the costs, expenses and fees of the Valuation Expert; it being understood that the Company shall have the right to offset such amounts from the amounts payable to the Executive for the Class A Units being repurchased“Opinion Period”). If the Fair Value determined by an Advisor is presented in such Advisor’s Report as a range of values, then the Valuation Expert is greater than 107.5% Fair Value for purposes of such Advisor’s Report shall be deemed to be the arithmetic average of such range. If only one Advisor timely delivers its Advisor’s Report, the value determined by such Advisor shall be deemed to be the Board Fair Value for purposes hereof. If both of the Advisors timely deliver Advisor’s Reports, and reflected in if the Repurchase Noticedifference between the Fair Values submitted by each such Advisor equals [*] or less of the higher value, then the Company shall pay all costs, expenses and fees Fair Value of the Valuation Expert. (e) The Executive hereby acknowledges that this Section 11.3 in no way modifies Section 6.10 JVCO for purposes hereof shall be deemed to be the arithmetic average of the LLC Agreement, including with respect to (i) forfeiture of vested Units (as defined in Fair Values submitted by such Advisors. If the LLC Agreement) that were issued as Profits Interests (as defined in difference between the LLC Agreement); (ii) the call right set forth in Section 6.10(b) two values is greater than [*] of the LLC Agreement with respect any securities issued to Executive other than higher value, then the Class A Units, and Founding Shareholders shall negotiate in good faith for a period of five (iii5) Business Days from the call right set forth in Section 6.10(b) expiration of the LLC Agreement with respect Opinion Period to any vested Units or securities try to determine the Fair Value, provided that, if the Executive is terminated Founding Shareholders cannot agree during such period, the Founding Shareholders shall jointly select a third Advisor that has not been engaged by either Founding Shareholder or their respective Affiliates in any capacity during the two (2) year period preceding such date, which third Advisor shall be required to choose only one of the two previously submitted values and shall not be authorized to determine a new third value. If the Founding Shareholders cannot agree on the third Advisor, then their respective Advisors shall together be instructed to select as the third Advisor an Advisor that has not been engaged by either of the Founding Shareholders or their respective Affiliates in any capacity during the two (2) year period preceding such date. Neither Founding Shareholder or any of their Affiliates or representatives shall communicate unilaterally with the third Advisor. The third Advisor will be instructed to deliver to each Founding Shareholder concurrently, within fifteen (15) Business Days of its appointment, an Advisor’s Report selecting which of the two valuations better approximates the Fair Value. The value chosen by such third firm shall then be deemed to be the Fair Value and will be non-appealable, final and binding on the Founding Shareholders for Causepurposes hereof.

Determination of Fair Value. The repurchase price payable by Prior to exercising the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3. (a) In the event that (x) the Company desires to exercise the Call Right or (y) the Executive has informed the Company of its desire to exercise the Put RightOption, the Company shall provide the Executive with a notice (a “Repurchase Notice”) relating to such exercise no later than ten (10) business days prior to the date on which the repurchase of Class A Units is scheduled to take place. The Repurchase Notice shall, for the avoidance of doubt, include the number of Class A Units to be repurchased Tenant will give Landlord and the Fair Value City written notice of such Class A Units as determined in accordance with the Amended and Restated Limited Liability Company Agreement Tenant's determination of Holdings, dated as of the date hereof, by and among Holdings, the Executive and the other parties thereto (the “LLC Agreement”). (b) If the Executive has an objection to the Fair Value as determined by the Board, the Executive shall deliver to the Company a statement setting forth his objection (an “Objection Statement”). If an Objection Statement is not delivered to the Company within fifteen (15) business days after delivery of the Repurchase Notice, the Fair Value as determined by the Board and reflected in the Repurchase Notice shall be final and binding on the Company and the Executive. (c) In the event that the Executive delivers an Objection Statement, the Executive and the Company shall negotiate in good faith to resolve such dispute. If the Executive and the Company are unable to agree on the Fair Value within two (2) business days, the Company shall engage an investment bank or valuation firm with relevant experience to determine the Fair Value of the Class A Units at issue reasonably acceptable Premises. If Landlord or the City shall, by notice given to Tenant within ten (10) Business Days of its receipt of Tenant's determination notice, disagree with the Company value determined by Tenant, then Landlord, the City and Tenant shall attempt to agree upon the Fair Value of the Premises. If such agreement is not reached within thirty (30) Business Days following notice by Landlord or the City to Tenant, then Landlord (on behalf of itself and the Executive; provided, however, that if the Executive and the Company are unable to agree on an investment bank or valuation firm within three (3) business days, the Company and the Member shall each engage an investment bank (neither of which shall have had a material business relationship with the Company in the twelve (12) month period prior to the date of such selectionCity) and the two selected investment banks Tenant shall jointly select a third investment bank (which shall not have had a material business relationship with the Company, the ACON Investor (as defined in the LLC Agreement) or any of their respective Affiliates in the twelve (12) month period prior to the date of such selection) to serve as the investment bank for purposes of this Section 11.3 (the investment bank selected in accordance with this Section 11.3, the “Valuation Expert”). The Valuation Expert an Appraiser who shall determine the Fair Value of the Class A Units at issue based Premises and such determination shall be binding on the Parties and the City. If Landlord and Tenant cannot agree upon an Appraiser within ten (10) Business Days following such notice to Tenant, each of Landlord and Tenant shall select an Appraiser within ten (10) Business Days after the rightsend of such ten (10) Business Day period and such two Appraisers shall select a third Appraiser who shall independently determine the Fair Value of the Premises, prioritiesand such determination shall be binding on the Parties. If the two Appraisers so selected have not agreed on the third Appraiser within such 10-day period, returns then either Party, on behalf of both, may apply to the AAA for appointment of the Appraiser, or, if the AAA shall not then exist or shall fail, refuse or be unable to act such that the Appraiser is not appointed by the AAA within thirty (30) days after application therefor, then either Party may apply to the presiding Judge of the Court for the appointment of the Appraiser and preferences applicable the other Party shall not (and the City shall not) raise any question as to such Class A Unitsthe Court's full power and jurisdiction to entertain the application and make the appointment (it being agreed that if any Appraiser appointed hereunder shall be unwilling or unable, for any reason, to serve, or continue to serve, a replacement appraiser shall be appointed in the same manner as the original Appraiser. The Fair Value, as determined Appraiser (selected by the Valuation ExpertParties, their designated Appraisers, the AAA or the Court) shall independently determine the Fair Value of the Premises and such determination shall be final conclusive and binding on the Company Parties and the ExecutiveCity, shall constitute an "award" by the Appraiser within the meaning of the AAA rules and applicable law and judgment may be entered thereon in any court of competent jurisdiction. The Executive and Parties shall bear equally the Company expenses of all the Appraisers, if any. Once the Fair Value of the Premises has been finally determined in accordance with this section, Tenant shall use their respective commercially have a reasonable efforts opportunity (in any case not less than sixty (60) days) to cause decide whether or not to exercise the Valuation Expert to notify them in writing of its Option. A determination of the Fair Value of the Class A Units at issue as soon as practicable. (d) If Premises by Landlord and Tenant pursuant to this section shall not obligate or bind Tenant to exercise the Fair Value determined by Valuation Expert is equal Option. As between Landlord and the City, Landlord agrees not to make any decision or less than 107.5% of the Fair Value determined by the Board and reflected in the Repurchase Notice, then the Executive shall pay all the costs, expenses and fees of the Valuation Expert; it being understood that the Company shall have the right to offset such amounts from the amounts payable to the Executive for the Class A Units being repurchased. If the Fair Value determined by the Valuation Expert is greater than 107.5% of the value determined by the Board and reflected in the Repurchase Notice, then the Company shall pay all costs, expenses and fees of the Valuation Expert. (e) The Executive hereby acknowledges that take any action under this Section 11.3 in no way modifies Section 6.10 of 13.2 without the LLC Agreement, including with respect to (i) forfeiture of vested Units (as defined in the LLC Agreement) that were issued as Profits Interests (as defined in the LLC Agreement); (ii) the call right set forth in Section 6.10(b) of the LLC Agreement with respect any securities issued to Executive other than the Class A Units, City's consent and (iii) the call right set forth in Section 6.10(b) of the LLC Agreement with respect to any vested Units or securities if the Executive is terminated for Causeapproval.