Fair Market Value – Determination Procedure. Unless otherwise expressly agreed to by the Parties, the fair market value price (the "AGREED PRICE") of the assets in question shall be determined as follows: the Vivendi Group Parties, on the one hand, and the Vodafone Group Parties, on the other hand, shall each appoint an internationally recognized investment bank of its choice to determine the Agreed Price. If the difference between the valuations made by each one of the investment banks thus appointed represents less than 10% of each such valuation, the Agreed Price shall be the average of the two valuations. If the difference between the valuations represents more than 10% of any one of the valuations, the two aforementioned investment banks shall appoint a third investment bank to carry out a third evaluation. The Agreed Price shall then be the average between the third valuation and such valuation made by one of the investment banks initially appointed by each of the Parties which shall be the closest to the third valuation. If the two investment banks are unable to reach an agreement on the third investment bank within 5 days, the third investment bank, which shall be internationally recognized and independent of each of the Parties, shall be appointed by the President of the International Court of Arbitration of the International Chamber of Commerce, at the request of the Vivendi Group Parties or the Vodafone Group Parties provided however that in the event that the third investment bank has not been so appointed within 30 calendar days of the request, such request shall be withdrawn and the third investment bank shall be appointed by the President of the Commercial Court of Paris, in a refere proceeding, at the request of Vivendi or Vodafone.
Fair Market Value – Determination Procedure. Upon the City's election to purchase the Phase III Cogeneration Facility, the City shall provide to the Phase III Cogeneration Facility Contractor its proposal as to the Fair Market Value. If the Phase III Cogeneration Facility Contractor and the City cannot agree as to the Fair Market Value of the Phase III Cogeneration Facility within sixty (60) days following the initiation of good faith negotiations, then such Fair Market Value shall be mutually determined in an appraisal by two (2) disinterested, qualified, nationally recognized appraisers of industrial property similar to the Phase III Cogeneration Facility. The first appraiser shall be appointed by the Phase III Cogeneration Facility Contractor and the other appraiser shall be appointed by the City, each of which appointments shall be made by written notice to the other party, within the next thirty (30) days. If the appraisers thus appointed cannot mutually agree upon the Fair Market Value of the Phase III Cogeneration Facility within thirty (30) days of the appointment of the last appointed appraiser, then the Fair Market Value of the property shall be the average of the two (2) appraisals, provided the final results of the higher appraisal are within ten percent (10%) of the lower appraisal. If the higher of the two (2) appraised values is not within ten percent (10%) of the lower of the two (2) appraised values, and, the parties hereto cannot agree to a value within fifteen (15) days of the delivery of the differing appraisals, the two (2) appraisers shall jointly select a third (3rd) independent appraiser having the same qualifications who shall decide a final value at either of or between the two (2) existing appraised values. In the event the two (2) appraisers are unable to agree on a third (3rd) independent appraiser, the parties shall petition a court of competent jurisdiction for the appointment of the third (3rd) independent appraiser. The appraisers shall give written notice to the parties stating the determination of Fair Market Value and shall furnish to each party a signed copy of such determination. The expense of all such procedures shall be borne by the City.
