Common use of Market Test Procedures and Determination of Buyout Price Clause in Contracts

Market Test Procedures and Determination of Buyout Price. (a) The Actual Value of the Hotel shall be established as follows. SHR and RECO shall attempt to agree upon a broker or investment banking firm (the “Broker”) to conduct the sale process. If SHR and RECO are unable to agree to the appointment of the Broker within a reasonable period of time, but not to exceed 30 days, then SHR shall promptly provide RECO with a list of 3 reputable, nationally recognized Brokers and RECO shall promptly select the Broker from such list. The Broker shall implement a bona fide, competitive auction or other sale process to secure indications of interest from qualified purchasers for the purchase of the entire Hotel on a debt-free basis (the “Auction”). Such sale process shall be conducted within a specified period of time reasonably determined by the Broker, but not to exceed 6 months. Upon completion of the Auction and the receipt of final indications of interests from qualified purchasers with access to sufficient capital to consummate the proposed purchase, the parties shall determine the average of the 3 highest final bids received in the Auction (or if less than 3 bids were received, the average of all final bids received). Such average amount shall be the “Actual Value”; provided that any such final bids that are less than 90% of the highest final bid shall be excluded for purposes of calculating such average. Each of SHR and RECO shall cooperate as necessary to ensure that the Broker and the bidders have access to such information and documentation as is reasonably necessary for conducting the Auction.