Common use of Referee Clause in Contracts

Referee. (A) The referee (who is to have substantial recent experience of the valuation and letting of property such as the demised premises and in their vicinity) may be agreed on by the Landlord and the Tenant or if not agreed on by them within four weeks from the nomination in writing of a referee by one party to the other is to be appointed on the application of either party by the President for the time being of the Royal Institution of Chartered Surveyors. (B) If the referee relinquishes his appointment or dies or if it becomes apparent that he will be unable or unwilling to complete his duties the Landlord and the Tenant may agree a substitute in his place or either of them may apply to the President to appoint a substitute which procedure may be repeated as many times as necessary. (C) If the President is unable or unwilling to make an appointment at the time of application the appointment may be made by the Vice-President or next senior officer of the Royal Institution of Chartered Surveyors then able and willing to make it or if no such officer is available by such officer of such professional body of similar standing and reputation as the Royal Institution of Chartered Surveyors as the Landlord properly designates. (D) The referee shall afford the Landlord and the Tenant the opportunity to make representations subject to such reasonable time and other limits as he may prescribe and he shall have regard to any such representations but not be bound by them. (E) The referee shall give reasons for his award and may provide for the manner in which the costs of the determination are to be borne and for the payment of costs by one party to the other. (F) If either the Landlord or the Tenant fails to pay the fees and expenses of the referee payable by it within seven days of demand the other party may pay them and the amount so paid shall be repaid by the party chargeable on demand.

Referee. (A) The referee (who is If the Buyer and the Seller are unable to have substantial recent experience resolve all of the valuation Disputed Items during the Resolution Period, then the Buyer and letting the Seller shall submit the unresolved Disputed Items (the “Unresolved Items”) to Deloitte & Touche LLP, or, if Deloitte & Touche LLP is unable to serve as Referee, any other Qualified Accounting Firm mutually agreed upon between the Buyer and the Seller (the “Referee”). The Referee shall act as an expert and not as an arbitrator to determine, based solely on presentations by the Buyer and the Seller that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of property an independent review), only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The Buyer and the Seller shall use their commercially reasonable efforts to cause the Referee to issue its written determination regarding the Unresolved Items within thirty (30) days after such items are submitted for review. The scope of the Referee’s determination with respect to the Unresolved Items shall be limited to correcting mathematical errors and determining whether the Unresolved Items were determined in accordance with the Accounting Principles. The Referee shall only make determinations with respect to Unresolved Items and only in a manner consistent with this Section 1.6(d). In no event shall the Referee’s determination of the Unresolved Items be for an amount that is outside the range of the Buyer’s and the Seller’s disagreement. Each party shall use its commercially reasonable efforts to furnish to the Referee such work papers and other documents and information pertaining to the Unresolved Items as the demised premises Referee may reasonably request. The determination of the Referee shall be final, binding and in their vicinity) conclusive upon the Buyer and the Seller absent fraud or manifest error and an order may be agreed on entered in respect thereof by a court having jurisdiction over the Landlord and the Tenant or if not agreed on by them within four weeks from the nomination in writing of a referee by one party to the other against which such determination is to be appointed on enforced. The final determination of the application Referee shall be in writing and shall include the Referee’s determination of either party each matter submitted to it pursuant to this Section 1.6(d) along with a brief summary of the Referee’s reasons for its determination of each Unresolved Item. The Referee shall be retained by the President for the time being of the Royal Institution of Chartered Surveyors. (B) If the referee relinquishes his appointment or dies or if it becomes apparent that he will be unable or unwilling to complete his duties the Landlord Buyer and the Tenant may agree a substitute in his place or either of them may apply to the President to appoint a substitute which procedure may be repeated as many times as necessary. (C) If the President is unable or unwilling to make an appointment at the time of application the appointment may be made by the Vice-President or next senior officer of the Royal Institution of Chartered Surveyors then able fees, expenses and willing to make it or if no such officer is available by such officer of such professional body of similar standing and reputation as the Royal Institution of Chartered Surveyors as the Landlord properly designates. (D) The referee shall afford the Landlord and the Tenant the opportunity to make representations subject to such reasonable time and other limits as he may prescribe and he shall have regard to any such representations but not be bound by them. (E) The referee shall give reasons for his award and may provide for the manner in which the costs of the determination are to Referee in connection with the Closing Statement shall be borne and for equally by the payment of costs by one party to the other. (F) If either the Landlord or the Tenant fails to pay the fees and expenses of the referee payable by it within seven days of demand the other party may pay them Buyer and the amount so paid shall be repaid Seller. Any determination by the party chargeable on demandReferee, and any work or analyses performed by the Referee, may not be offered as evidence a breach of Section 2.9, a breach of any other representation or warranty in this Agreement or a breach of any covenant in this Agreement (other than a breach of this Section 1.6) in any Action.

Referee. (A) The referee (who is to have substantial recent experience of the valuation and letting of property such as the demised premises and in their vicinity) may be agreed on by the Landlord and the Tenant or if not agreed on by them within four two weeks from the nomination in writing of a referee by one party to the other is to be appointed on the application of either party by the President for the time being of the Royal Institution of Chartered Surveyors. (B) If the referee relinquishes his appointment or dies or if it becomes apparent that he will be unable or unwilling to complete his duties the Landlord and the Tenant may agree a substitute in his place upon or either of them may apply to the President to appoint for a substitute in his place which procedure may be repeated as many times as necessary. (C) If the President is unable or unwilling to make an appointment at the time of application the appointment may be made by the Vice-President or next senior officer of the Royal Institution of Chartered Surveyors then able and willing to make it or if no such officer is available by such officer of such professional body of similar standing and reputation as the Royal Institution of Chartered Surveyors as the Landlord properly reasonably designates. (D) The referee shall afford the Landlord and the Tenant the opportunity to make representations subject to such reasonable time and other limits as he may prescribe and he shall have regard to any such representations but not be bound by them. (E) The referee shall give reasons for his award and may provide for the manner in which the costs of the determination are to be borne and for the payment of costs by one party to the other. (FE) If either the Landlord or the Tenant fails to pay the fees and expenses of the referee payable by it within seven days of demand the other party may pay them and the amount so paid shall be repaid by the party chargeable on demand.

Referee. (Aa) The referee (who is to have substantial recent experience not less than 10 years experiencing of the valuation and letting of property properties such as the demised premises Demised Premises and in their vicinity) may be agreed on by the Landlord and the Tenant or if not agreed on by them within four weeks one month from the nomination in writing of a referee by one party to the other is to be appointed on the application of either party by the President for the time being of the Royal Institution of Chartered Surveyors.; (Bb) If the referee relinquishes his appointment or dies or if it becomes apparent that he will be unable or unwilling to complete his duties the Landlord and the Tenant may agree a substitute in his place upon or either of them may apply to the President to appoint for a substitute in his place which procedure may be repeated as many times as necessary.; (Cc) If the President is unable or unwilling to make an appointment at the time of application the appointment may be made by the Vice-President or next senior officer of the Royal Institution of Chartered Surveyors then able and willing to make it or or, if no such other officer is available available, by such officer of such professional body of similar standing and reputation as the Royal Institution of Chartered Surveyors as the Landlord properly designates.; (Dd) The If the referee acts as an expert he shall afford the Landlord and the Tenant the opportunity to make representations representations, subject to such reasonable time and other limits as he may prescribe prescribe, and he shall have regard to any such representations but not be bound by them. (E) The referee , and in his award he shall give reasons for his award and may provide for the manner in which the costs of the determination are to be borne and for the payment of costs by one party to the other.; (Fe) If either the Landlord or the Tenant fails to pay any part of the fees and expenses of the referee payable by it within seven 7 days of demand demand, the other party may pay them it and the amount so paid shall be repaid by the party chargeable on demanddemand together with interest at the rate specified in paragraph 1.25 of Schedule 2 from the date of payment by the relevant party to the date of repayment by the other.