Common use of Fair Market Value Determination Clause in Contracts

Fair Market Value Determination. Upon request by any Member, so long as such Member holds a Percentage Interest greater than 5.0%, within five Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding the date of engagement pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member within 30 days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator.

Fair Market Value Determination. Upon request by any Member, so long as such Member holds a Common Percentage Interest greater than 5.0%, or, to the extent necessary for purposes of determining Fair Market Value of the outstanding Special Purpose Membership Interests pursuant to Section 5.3, any Member that is the owner of a majority of the issued and outstanding Special Purpose Membership Interests, within five (5) Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding the date of engagement pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member within 30 days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator.

Fair Market Value Determination. Upon request (a) In the event that a Change of Control Notice is delivered pursuant to Section 3.03(b) or a Claim Notice is delivered pursuant to Section 3.04(a) and the Minority Shareholder requests, by any Member, so long as such Member holds a Percentage Interest greater than 5.0%, within five Business Days after receiving written notice to the Majority Shareholder delivered within fifteen (15) days after receipt of such Change of Control Notice or Litigation Notice, a determination of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement Subject Shares (which determination shall be provided by the Company to each Member promptly following the making thereof“Fair Market Value Request”), then the Company Shareholders shall seek to agree on the appointment of an independent third party investment bank to act as an appraiser (the “Appraiser”), which shall select a nationally recognized reputable independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding the date of engagement pursuant to this Section 13.15 technical expert (the “Independent EvaluatorTechnical Expert”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view assist with its determination of the Fair Market Value of the Membership Interests or Subject Shares. In the relevant asset(s) event the Shareholders fail to reach an agreement on the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination appointment of the Appraiser within fifteen (15) days of the Minority Shareholder’s Fair Market Value of Request, the Shareholders shall request that an independent third party investment bank be appointed by the ICC International Centre for Expertise and such Membership Interests or asset(sindependent third party investment bank so appointed shall act as the Appraiser. (b) Each Shareholder shall be set forth in a detailed written report addressed to enter into customary engagement letters with the Company Appraiser and the requesting Member within 30 days following Technical Expert, which engagement letters shall provide that the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of and any indemnity obligations to the Independent Evaluator incurred in resolving Appraiser or the disputed matter(s) will Technical Expert shall be borne fifty percent (50%) by the party whose positions were not adopted Majority Shareholder and fifty percent (50%) by the Independent EvaluatorMinority Shareholder on a several, but not joint basis. Each Shareholder shall cooperate with the Appraiser and the Technical Expert as reasonably requested, which cooperation shall include promptly providing any information in its possession reasonably requested by the Appraiser or the Technical Expert. (c) The Appraiser shall conduct a valuation of the market value of the Subject Shares as promptly as reasonably practicable and, in any event, within thirty (30) days after the appointment of the Appraiser. The Appraiser’s valuation of the fair market value of the Subject Shares shall take into account, to the extent applicable: (i) any dividends declared by the Company, any of its Subsidiaries or Petrodelta after September 30, 2013, which have not been paid by the Company to its shareholders, (ii) the consideration to be paid in a proposed change of control transaction, (iii) the expected realizable value of any claims that are the subject of a

Fair Market Value Determination. Upon In the event the Board makes a determination of Fair Market Value under this Agreement, upon request by any Member, so long as such a Member holds a Percentage Interest greater than 5.05%, within five Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-three year period immediately preceding the date of engagement engagement, pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member Members within 30 days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator. Notwithstanding the foregoing, the Board’s determination of Fair Market Value under this Agreement shall be conclusive and relied upon by the Members in carrying out their obligations hereunder, unless and until the Independent Evaluator determines otherwise. The pendency of this process shall not excuse the performance of any obligations of a Member hereunder.

Fair Market Value Determination. Upon In the event the Board makes a determination of Fair Market Value under this Agreement, upon request by any the NiSource Member or the BIP Investor Member, so long as such Member holds a Percentage Interest (or, with respect to the BIP Investor Member, the Investor Members collectively hold an aggregate Percentage Interest) greater than 5.05%, within five Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-three year period immediately preceding the date of engagement engagement, pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member Members within 30 days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator. Notwithstanding the foregoing, the Board’s determination of Fair Market Value under this Agreement shall be conclusive and relied upon by the Members in carrying out their obligations hereunder, unless and until the Independent Evaluator determines otherwise. The pendency of this process shall not excuse the performance of any obligations of a Member hereunder.

Fair Market Value Determination. Upon When values are to be determined at fair market value, and a regular trading market for the asset does not exist, the value of the asset shall be determined in accordance with this paragraph. The fair market value of the asset shall be determined by mutual agreement of the purchaser and the Partner(s) selling the Units or interest being valued hereunder. The value so determined shall be submitted in writing, signed by the selling Partner(s) and purchaser, to said accountants within ten (10) days after said accountants shall make a written request by any Memberfor such determination. (a) If the selling Partner(s) and purchaser shall not agree on the value within said ten (10) day period, so long as such Member holds a Percentage Interest greater than 5.0%, they shall each promptly and within five Business Days after receiving written notice (5) days designate a qualified appraiser to value the property and, if the appraisers cannot reach mutual agreement on such value within fifteen (15) days, the appraisers shall within five (5) days designate a third such qualified appraiser and a majority decision of such appraisers shall be binding. (b) In the event the appraisers cannot agree on the choice of the Board’s determination third appraiser or, if the three appraisers cannot agree on the valuation within fifteen (15) days after the date the third appraiser is designated, either the purchaser or the selling Partner(s) shall refer the matter to arbitration before three arbitrators in connection accordance with any determination the Rules of Fair Market Value Conciliation and Arbitration of Membership Interests or other assets under this Agreement (which determination the American Arbitration Association, and the decision of arbitration shall be provided by final and binding on the Company parties. (c) Notwithstanding any other provision contained in this paragraph to each Member promptly following the making thereof)contrary, the Company if such valuation shall select a nationally recognized independent valuation firm with no existing be submitted for appraisal or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding arbitration, the date of engagement pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each any closing of the Company and purchase specified herein shall take place within thirty (30) days after the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests value by appraisal or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member within 30 days following the Company’s selection of such Independent Evaluator and arbitration if such determination by appraisal or arbitration shall not be final, conclusive and binding. In rendering its decision, made before the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluatorclosing date otherwise provided for herein.