Common use of Independent Appraisals Clause in Contracts

Independent Appraisals. The Selling Member shall provide a Notice to the Purchasing Members, which notice shall include the name, mailing address and telephone number of an appraiser appointed by it, to determine such Fair Market Value (“First Appraiser”). The Purchasing Members (or the Company if the Company is the purchaser) shall then appoint one appraiser and furnish the name, mailing address and telephone number of the appraiser so appointed to the Selling Member (“Second Appraiser”). If any Member (or the Company) fails to appoint an appraiser to which it is otherwise entitled within fifteen (15) days following Notice by the other Member(s), the other appointed appraiser shall proceed to determine the Fair Market Value of the Units or interest therein to be conveyed and such determination shall be binding on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser). If, however, another appraiser is appointed, then the two appraisers shall meet and attempt to reach a determination of the Fair Market Value. If such appraisers select Fair Market Values within five percent (5%) of each other, then the mathematical average of the two (2) appraisals shall constitute the Fair Market Value of the Units or interest therein. If the Fair Market Value is not determined pursuant to the foregoing provisions of this Section 6.2, the two appraisers shall then select a third appraiser (“Third Appraiser”) and the three appraisers shall then make such determination. A decision by any two of the appraisers (or, in instances where no two appraisers can agree, the mathematical average of the two closest appraisals, and the average of the appraisals if no two appraisals are closest) shall be final and conclusive on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser) as to such Fair Market Value. In the event no Third Appraiser can be agreed upon by the two appraisers, or by the Selling Member and Purchasing Members (or the Company if the Company is the purchaser), the third appraiser shall be appointed by the then Senior Federal District Judge for the Southern District of New York, and application to such Court may be made by either Selling Member or Purchasing Members (or the Company if the Company is the purchaser). Each appraiser or appraisal firm appointed pursuant to this Section must be a member of the American Society of Appraisers with an ASA accreditation or must be certified as a Certified Valuation Analyst. The appraisers must establish the Fair Market Value consistent with the intent of the parties as established in Section 6.1 hereof and shall generally appraise based on American Society of Appraisers’ standards, utilizing EBIDTA multiples, asset valuations or cash flow analyses, when appropriate, for determination of Fair Market Value. Each Member (and the Company if the Company is the purchaser) shall pay the fees and expenses of its own appraiser and one-half (1/2) of the fees and expenses of any Third Appraiser. Each appraiser appointed shall have been engaged for at least five (5) years prior to the date of his appointment in the business of appraising gaming and entertainment businesses or the applicable business that is being appraised, and shall not otherwise be disqualified from exercising an independent judgment as to the Fair Market Value determination to be made.

Independent Appraisals. The Selling Member City and Lessee shall provide each select an appraiser, who is a Notice member of the Appraisal Institute or its successor organization and meets the Minimum Qualifications as defined in Section 5.2.3.1 below (a “Qualified Appraiser”). Either Lessee or City shall, when notified in writing by the other to do so, deliver to the Purchasing Membersother party the name and address of such appraiser (each, which notice shall include the nameselected Qualified Appraiser, mailing address and telephone number of an appraiser appointed by it, to determine such Fair Market Value (a “First Main Appraiser”). The Purchasing Members (or Chief Executive Officer shall fix the Company if time and place for a conference between the Company is two Parties and the purchaser) shall then appoint one appraiser and furnish the name, mailing address and telephone number of the appraiser so appointed to the Selling Member (“Second Appraiser”). If any Member (or the Company) fails to appoint an appraiser to which it is otherwise entitled within Main Appraisers no later than fifteen (15) days following Notice by from the other Member(s), the other appointed appraiser shall proceed to determine the Fair Market Value date of the Units or interest therein exchange of names and addresses of the Main Appraisers. At such meeting, both Xxxxxx and City may have discussions with the Main Appraisers as to any factors that may affect the FMV Rent determinations. The appraisal instructions to be conveyed and such determination given to the Main Appraisers shall be binding on consistent with the Selling Member and Purchasing Members (or the Company if the Company is the purchaser). If, however, another appraiser is appointed, then the two appraisers shall meet and attempt to reach a determination of the Fair Market Value. If such appraisers select Fair Market Values within five percent (5%) of each other, then the mathematical average of the two (2) appraisals shall constitute the Fair Market Value of the Units or interest therein. If the Fair Market Value is not determined pursuant to the foregoing provisions requirements of this Section 6.2, the two appraisers 5.2.2. City and Lessee shall then select a third appraiser (“Third Appraiser”) and the three appraisers shall then make such determination. A decision by any two of the appraisers (or, in instances where no two appraisers can agree, the mathematical average of the two closest appraisals, and the average of the appraisals if no two appraisals are closest) shall be final and conclusive on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser) as to such Fair Market Value. In the event no Third Appraiser can be agreed upon by the two appraisers, or by the Selling Member and Purchasing Members (or the Company if the Company is the purchaser), the third appraiser shall be appointed by the then Senior Federal District Judge for the Southern District of New York, and application to such Court may be made by either Selling Member or Purchasing Members (or the Company if the Company is the purchaser). Each appraiser or appraisal firm appointed pursuant to this Section must be a member of the American Society of Appraisers with an ASA accreditation or must be certified as a Certified Valuation Analyst. The appraisers must establish the Fair Market Value consistent with the intent of the parties as established in Section 6.1 hereof and shall generally appraise based on American Society of Appraisers’ standards, utilizing EBIDTA multiples, asset valuations or cash flow analyses, when appropriate, for determination of Fair Market Value. Each Member (and the Company if the Company is the purchaser) shall each pay the fees and expenses of its own appraiser and one-half their respective Main Appraisers. The appraisals must be completed according to the Uniform Standards of Professional Appraisal Practice (1/2USPAP) of for the fees and expenses of any Third Appraiseryear in which the appraisal is completed. Each appraiser appointed shall have been engaged for at least five No later than one hundred (5100) years prior to calendar days after the date of his appointment the appraiser meeting, a copy of the completed, final USPAP-compliant appraisal report procured by each of City and Lessee will be made available for review by the other party on the same day. If either City or Lessee fails to deliver its appraisal report by the appraisal report delivery deadline, the late party will inform the other party in writing of the reason for the delay and the expected date on which appraisal reports will be exchanged. If either party’s appraisal report cannot be delivered within four (4) months of the appraiser meeting, the complying party shall have its appraisal report presented to the Board for approval. Upon exchange of the two appraisal reports, in the business event that the determination of appraising gaming and entertainment businesses the FMV Rent in the two appraisal reports differs by fifteen percent (15%) or less, the applicable business FMV Rent that is being appraised, and the average of the determinations in the two appraisal reports shall not otherwise be disqualified from exercising an independent judgment presented as a recommendation to the Fair Market Value determination Board. If the rate determinations of FMV Rent in the two appraisal reports differ by more than fifteen percent (15%), the Parties shall proceed to be madeSection 5.2.2.5 below.

Independent Appraisals. The Selling Member City and Lessee shall provide each select an appraiser, who is a Notice member of the Appraisal Institute or its successor organization and meets the Minimum Qualifications as defined within this Lease (a “Qualified Appraiser”). Either Lessee or City shall, when notified in writing by the other to do so, deliver to the Purchasing Membersother party the name and address of such appraiser (each, which notice shall include the nameselected Qualified Appraiser, mailing address and telephone number of an appraiser appointed by it, to determine such Fair Market Value (a “First Main Appraiser”). The Purchasing Members (or Executive Director shall immediately fix the Company if time and place for a conference between the Company is two parties and the purchaser) shall then appoint one appraiser and furnish the name, mailing address and telephone number of the appraiser so appointed to the Selling Member (“Second Appraiser”). If any Member (or the Company) fails to appoint an appraiser to which it is otherwise entitled within Main Appraisers no later than fifteen (15) days following Notice by from the other Member(s), the other appointed appraiser shall proceed to determine the Fair Market Value date of the Units or interest therein exchange of names and addresses of the Main Appraisers. At such meeting, both Lessee and City may have discussions with the Main Appraisers as to any externalities that may affect the derivation of rental value conclusions. The Appraisal Instructions to be conveyed and such determination shall be binding on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser). If, however, another appraiser is appointed, then the two appraisers shall meet and attempt to reach a determination of the Fair Market Value. If such appraisers select Fair Market Values within five percent (5%) of each other, then the mathematical average of the two (2) appraisals shall constitute the Fair Market Value of the Units or interest therein. If the Fair Market Value is not determined pursuant given to the foregoing provisions of Main Appraisers are as defined within this Section 6.2, the two appraisers Lease. City and Lessee shall then select a third appraiser (“Third Appraiser”) and the three appraisers shall then make such determination. A decision by any two of the appraisers (or, in instances where no two appraisers can agree, the mathematical average of the two closest appraisals, and the average of the appraisals if no two appraisals are closest) shall be final and conclusive on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser) as to such Fair Market Value. In the event no Third Appraiser can be agreed upon by the two appraisers, or by the Selling Member and Purchasing Members (or the Company if the Company is the purchaser), the third appraiser shall be appointed by the then Senior Federal District Judge for the Southern District of New York, and application to such Court may be made by either Selling Member or Purchasing Members (or the Company if the Company is the purchaser). Each appraiser or appraisal firm appointed pursuant to this Section must be a member of the American Society of Appraisers with an ASA accreditation or must be certified as a Certified Valuation Analyst. The appraisers must establish the Fair Market Value consistent with the intent of the parties as established in Section 6.1 hereof and shall generally appraise based on American Society of Appraisers’ standards, utilizing EBIDTA multiples, asset valuations or cash flow analyses, when appropriate, for determination of Fair Market Value. Each Member (and the Company if the Company is the purchaser) shall each pay the fees and expenses of its own appraiser and one-half their respective Main Appraisers. The narrative appraisals must be completed according to the Uniform Standards of Professional Appraisal Practice (1/2USPAP) of for the fees and expenses of any Third Appraiseryear in which the appraisal is completed. Each appraiser appointed shall have been engaged for at least five No later than one hundred (5100) years prior to calendar days after the date of his appointment the appraiser meeting, a copy of the completed, final USPAP-compliant appraisal report procured by both City and Lessee will be made available for review by the other party on the same day. If either City or Lessee fails to deliver its appraisal report by the appraisal report delivery deadline, the late party will inform the other party in writing of the reason for the delay and the expected date on which appraisal reports will be exchanged. If either party’s appraisal report cannot be delivered within four (4) months of the appraiser meeting, the complying party shall have its appraisal report presented to the Board for approval. Upon exchange of the two appraisal reports, in the business event that the determination of appraising gaming and entertainment businesses the rental value in the two appraisal reports differs by fifteen percent (15%) or less, the applicable business rate that is being appraised, and the average of the determinations in the two appraisal reports shall not otherwise be disqualified from exercising an independent judgment presented as a recommendation to the Fair Market Value determination Board. If the rate determinations in the two appraisal Asiana Airlines, Inc.- First Amendment- Lease 7-25-17/k-drive/NAK/Leases v2 reports differ by more than fifteen percent (15%), the parties shall proceed to be madeArticle 1, Section 4.2.2.5 below.

Independent Appraisals. The Selling Member shall provide a Notice to the Purchasing Members, which notice shall include the name, mailing address and telephone number of an appraiser appointed by it, to determine such Fair Market Value fair market value (“First Appraiser”). The Purchasing Members (or the Company if the Company is the purchaser) shall then appoint one appraiser and furnish the name, mailing address and telephone number of the appraiser so appointed to the Selling Member (“Second Appraiser”). If any Member (or the Company) fails to appoint an appraiser Appraiser to which it or he is otherwise entitled within fifteen (15) days following Notice by the other Member(s)entitled, the other appointed appraiser shall proceed to determine the Fair Market Value of the Units Membership Interests or interest therein to be conveyed and such determination shall be binding on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser). If, however, another appraiser is appointed, then the two appraisers shall meet and attempt to reach a determination of the Fair Market Value. If such appraisers select Fair Market Values within five percent (5%) of each other, then the mathematical average of the two (2) appraisals shall constitute the Fair Market Value of the Units Membership Interests or interest therein. If the Fair Market Value is not determined pursuant to the foregoing provisions of this Section 6.2, the two appraisers shall then select a third appraiser (“Third Appraiser”) and the three appraisers shall then make such determination. A decision by any two of the appraisers (or, in instances where no two appraisers can agree, the mathematical average of the two closest appraisals, and the average of the appraisals if no two appraisals are closest) shall be final and conclusive on the Selling Member and Purchasing Members (or the Company if the Company is the purchaser) as to such Fair Market Value. In the event no Third Appraiser can be agreed upon by the two appraisers, or by the Selling Member and Purchasing Members (or the Company if the Company is the purchaser), the third appraiser shall be appointed by the then Senior Federal District Judge for the Southern District of New York, and application to such Court may be made by either Selling Member or Purchasing Members (or the Company if the Company is the purchaser). Each appraiser or appraisal firm appointed pursuant to this Section must be a member of the American Society of Appraisers with an ASA accreditation or must be certified as a Certified Valuation Analyst. The appraisers must establish the Fair Market Value consistent with the intent of the parties as established in Section 6.1 hereof and shall generally appraise based on American Society of Appraisers’ ' standards, utilizing EBIDTA multiples, asset valuations or cash flow analyses, when appropriate, for determination of Fair Market Value. Each Member (and the Company if the Company is the purchaser) shall pay the fees and expenses of its own appraiser and one-half (1/2) of the fees and expenses of any Third Appraiser. Each appraiser appointed shall have been engaged for at least five (5) years prior to the date of his appointment in the business of appraising gaming and entertainment businesses or the applicable business that is being appraised, and shall not otherwise be disqualified from exercising an independent judgment as to the Fair Market Value fair market value determination to be made.