Common use of Right of Partition Clause in Contracts

Right of Partition. The Tenants in Common agree that, subject to any restrictions imposed by the Lender, any Tenant in Common and any of its successors-in-interests shall have the right, while this Agreement remains in effect, to have the Property partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property partitioned in accordance with and to the extent provided by applicable law and to the extent permitted by the Lender. The Tenants in Common acknowledge that partition of the Property may result in a forced sale by all of the Tenants in Common. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the Tenants in Common, the Tenants in Common agree that, as a condition precedent to filing a partition action, the Tenant in Common filing such action (“Seller”) shall first make a written offer (“Offer”) to sell its undivided interest in the Property to the other Tenants in Common at a price equal to (a) the Fair Market Value (as defined below) of Seller’s undivided interest minus (b) (i) Seller’s proportionate share of any fee or other amount that would be payable to Property Manager or any affiliates (including any real estate commission) under the Property Management Agreement upon the sale of the Property at a price equal to the Fair Market Value and (ii) selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenants in Common shall be entitled to purchase a portion of the selling Tenant in Common’s interest in proportion to their undivided interest in the Property (based on the proportion of the remaining interests that are not the subject of the Offer). In the event any Tenant in Common elects not to purchase his share of the selling Tenant in Common’s interest, the other Tenants in Common shall be entitled to purchase additional interests based on their undivided interest in the Property (based on the proportion of interests electing to purchase a share of the remaining interest) and, in the event that any such undivided interest has not been fully acquired, then Mid Atlantic or its affiliates may purchase such remaining balance. “Fair Market Value” shall mean the fair market value of Seller’s undivided interest in the Property on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenants in Common shall have twenty (20) days after delivery of the Offer to accept the Offer. If any or all of the other Tenants in Common (“Purchaser”) accept the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“Proposal”). If either party fails timely to submit a Proposal, the other party’s submitted proposal shall determine the Fair Market Value. If both parties timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. The parties shall meet within seven (7) days after delivery of the last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in the County in which the Property is located to act as the arbitrator. If the parties are unable to agree upon a single arbitrator, then the parties each shall, within five (5) days after the meeting, select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed shall, within fifteen (15) days after their appointment, appoint a third arbitrator meeting the foregoing qualifications. The determination of the arbitrator(s) shall be limited solely to the issue of whether Seller’s or Purchaser’s Proposal most closely approximates the fair market value. The decision of the single arbitrator or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ Proposals shall determine the fair market value of the Property. The decision of the single arbitrator or majority of the three (3) arbitrators shall be binding upon the parties. If either the party fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller and Purchaser. The arbitration shall be conducted in Rockville, Maryland in accordance with Maryland law, as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision. Such party shall submit to such court a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If one party refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other party to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys’ fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. By executing this Agreement you are agreeing to have any dispute arising out of the matters included in the arbitration of disputes provision decided by neutral arbitration as provided by Maryland law and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial. By executing this Agreement you are giving up your judicial rights to discovery and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under the authority of Maryland law. Your agreement to this arbitration provision is voluntary.

Right of Partition. The 8.1 Subject to Section 8.2, the Tenants in Common agree that, subject to any restrictions imposed by the Lender, that any Tenant in Common and any of its successors-in-interests shall have the right, while this Agreement remains in effect, to have the Property Project partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property Project partitioned in accordance with and to the extent provided by applicable law and to the extent permitted by the Lenderlaw. The Tenants in Common acknowledge that partition of the Property Project may result in a forced sale by all of the Tenants in Common. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the Tenants in Common, the Tenants in Common agree that, as a condition precedent to filing a partition action, the Tenant in Common filing such action (“"Partition Seller”") shall first make a written offer (“Offer”) to sell its undivided interest in Interest first to the Property Company or its affiliates or assigns and second to the other Tenants in Common at a price equal to (a) the Fair Market Value of the Interest (as defined belowdetermined pursuant to Section 8.3 of this Agreement). If the Company or its affiliates or assigns do not accept such offer within such twenty (20) of Seller’s undivided interest minus (b) (i) Seller’s proportionate share of any fee or other amount that would be payable to Property Manager or any affiliates (including any real estate commission) under day period, then the Property Management Agreement upon the sale of the Property at a price equal to the Fair Market Value and (ii) selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenants in Common shall be entitled to purchase a portion of the selling Tenant in Common’s interest Partition Seller's Interest in proportion to their undivided interest Interests in the Property (based on Project at a price equal to the proportion Fair Market Value of the remaining interests that are not Interest (as determined in accordance with Section 8.3 of this Agreement) within the subject of the Offer)next twenty (20) days. In the event If any Tenant in Common elects not to purchase his its share of the selling Tenant in Common’s interestPartition Seller's Interest, the other Tenants in Common shall be entitled to purchase additional interests Interests based on their undivided interest percentage Interests in the Property (based on Project. 8.2 Notwithstanding anything to the proportion of interests electing to purchase a share of contrary in Section 8.1, so long as the remaining interest) andCitigroup Loan or any portion thereof is outstanding, in the event that any such undivided interest has not been fully acquired, then Mid Atlantic or its affiliates may purchase such remaining balance. “Fair Market Value” shall mean the fair market value of Seller’s undivided interest in the Property on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenants each Tenant in Common shall have twenty (20) days after delivery of the Offer to accept the Offer. If any agrees that it will not seek or all of the other Tenants in Common (“Purchaser”) accept the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“Proposal”). If either party fails timely to submit a Proposal, the other party’s submitted proposal shall determine the Fair Market Value. If both parties timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. The parties shall meet within seven (7) days after delivery of the last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in the County in which the Property is located to act as the arbitrator. If the parties are unable to agree upon a single arbitrator, then the parties each shall, within five (5) days after the meeting, select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed shall, within fifteen (15) days after their appointment, appoint a third arbitrator meeting the foregoing qualifications. The determination of the arbitrator(s) shall be limited solely to the issue of whether Seller’s or Purchaser’s Proposal most closely approximates the fair market value. The decision of the single arbitrator or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ Proposals shall determine the fair market value of the Property. The decision of the single arbitrator or majority of the three (3) arbitrators shall be binding upon the parties. If either the party fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller and Purchaser. The arbitration shall be conducted in Rockville, Maryland in accordance with Maryland law, as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision. Such party shall submit to such court a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If one party refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other party to arbitrate, the party demanding arbitration shall be entitled to seek and obtain a partition of all of its reasonable attorneys’ fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. By executing this Agreement you are agreeing to have or any dispute arising out part of the matters included Project without first obtaining the prior written consent of Citigroup. Accordingly, each Tenant in Common expressly waives any right it may have to partition the arbitration of disputes provision decided by neutral arbitration as provided by Maryland law and you are giving up Project or any part thereof, whether such rights you might possess to have the dispute litigated in a court or jury trial. By executing this Agreement you are giving up your judicial rights to discovery and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate arise under the authority law of Maryland law. Your agreement the State of Maryland, or otherwise, unless Citigroup has consented in writing to this arbitration provision is voluntarysuch party's exercise of such rights.

Right of Partition. The 8.1 Subject to the provisions set forth in Section 8.2, the Tenants in Common agree that, subject to any restrictions imposed by the Lender, that any Tenant in Common and any of its successors-in-interests shall have the right, while this Agreement remains in effect, to have the Property Project partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property Project partitioned in accordance with and to the extent provided by applicable law and to the extent permitted by the Lenderlaw. The Tenants in Common acknowledge that partition of the Property Project may result in a forced sale by all of the Tenants in Common. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the Tenants in Common, the Tenants in Common agree that, as a condition precedent to filing a partition action, the Tenant in Common filing such action (“"Seller”") shall first make a written offer (“"Offer”") to sell its undivided interest in the Property first to Behringer or its affiliates or assigns and second to the other Tenants in Common at a price equal to (a) the Fair Market Value of the Interest (as defined below) of Seller’s 's undivided interest minus (b) (i) Seller’s proportionate share of any fee or other amount that would be payable to Property Manager or any affiliates (including any real estate commission) under interest. If Xxxxxxxxx does not accept such Offer, then the Property Management Agreement upon the sale of the Property at a price equal to the Fair Market Value and (ii) selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenants in Common shall be entitled to purchase a portion of the selling Tenant in Common’s Seller's interest in proportion to their undivided interest in the Property (based on the proportion of the remaining interests that are not the subject of the Offer)Project. In the event If any Tenant in Common elects not to purchase his or her share of the selling Tenant in Common’s Seller's interest, the other Tenants in Common shall be entitled to purchase additional interests based on their undivided interest in the Property (based on the proportion of interests electing to purchase a share Project; "Fair Market Value of the remaining interest) and, in the event that any such undivided interest has not been fully acquired, then Mid Atlantic or its affiliates may purchase such remaining balance. “Fair Market Value” Interest" shall mean the fair market value of Seller’s 's undivided interest (determined by multiplying the partitioning Tenant in Common's percentage interest in the Property Project on the date of the Offer is made by the Fair Market Value of the Project reduced by (i) liabilities secured by the Project or liabilities taken subject to, (ii) Seller's proportionate share of any fee or other amount that would be payable to the Property Manager or any affiliates (including any real estate commission) under the Management Agreement upon the sale of the Project at a price equal to the Fair Market Value of the Project and (iii) selling, prepayment or other costs that would apply in the event the Project was sold on the date of the Offer) as determined in accordance with the procedures set forth below, including any unpaid advanced made pursuant to Section 4.2 on behalf of Seller. The other Tenants in Common Xxxxxxxxx shall have twenty (20) days after delivery of the Offer to accept the Offer. If Xxxxxxxxx does not accept the offer within such twenty (20) day period, the other Tenants in Common shall have the right within the next twenty (20) days to accept the Offer. If Behringer or any or all of the other Tenants in Common (“"Purchaser”") accept the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value of the Project within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value of the Project the submitting party believes to be correct (“"Proposal”"). If either party fails to timely to submit a Proposal, the other party’s 's submitted proposal shall determine the Fair Market ValueValue of the Project. If both parties timely submit Proposals, then the Fair Market Value of the Project shall be determined by final and binding arbitration in accordance with the procedures set forth below. The parties shall meet within seven (7) days after delivery of the last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser as an arbitrator who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in the County county in which the Property Project is located to act as the arbitrator. If the parties are unable to agree upon a single arbitrator, then the parties each shall, within five (5) days after the meeting, select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed shall, within fifteen (15) days after their appointment, appoint a third arbitrator meeting the foregoing qualifications. The determination of the arbitrator(s) shall be limited solely to the issue of whether Seller’s 's or Purchaser’s 's Proposal most closely approximates the Project's fair market value. The decision of the single arbitrator or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ ' Proposals shall determine the fair market value Fair Market Value of the PropertyProject. The decision of the single arbitrator or majority of the three (3) arbitrators shall be binding upon the parties. If either the party fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller and Purchaser. The arbitration shall be conducted in RockvilleHennepin County, Maryland Minnesota, in accordance with Maryland lawthe Minnesota Uniform Arbitration Act, Minn. Stat. xx.xx. 572.08 - 572.30 as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision. Such The party designated in the decision shall submit to such the superior court a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such the superior court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If one party refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other party to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys’ ' fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. In addition, if one party refuses arbitration and is subsequently ordered by a court to arbitrate, such party shall also pay all of the arbitration costs and expenses. By executing this Agreement you are each Tenant in Common is agreeing to have any dispute arising out of the matters included in the arbitration of disputes provision decided by neutral arbitration as provided by Maryland Minnesota law and you are each Tenant in Common is giving up any its rights you might possess to have the dispute litigated in a court or jury trial. By executing this Agreement you are giving up your judicial rights to discovery and appeal. If you refuse a Tenant in Common refuses to submit to arbitration after agreeing to this provision, you the Tenant in Common may be compelled to arbitrate under the authority of Maryland lawthe Minnesota Uniform Arbitration Act, Minn. Stat. Your xx.xx. 572.08 - 572.30. Each Tenant in Common's agreement to this Tenant in Common arbitration provision is voluntary. The closing of the purchase of Seller's interest shall occur at a mutually agreeable title company where the Project is located within 30 days from the date a Fair Market Value of the Project is determined, whether by agreement or arbitration. Closing costs and prorations shall be allocated as is standard practice where the Project is located. The Purchaser shall take Seller's interest subject to the liabilities included in the determination of Fair Market Value of the Project secured by the Project and the Management Agreement which may include unpaid fees due to the Property Manager.

Right of Partition. The Tenants in Common agree that, subject to any restrictions imposed by the Lender, that any Tenant in Common and any of its successors-in-interests shall have the right, while this Agreement remains in effect, to have the Property Project partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property Project partitioned in accordance with and to the extent provided by applicable law and to the extent permitted by the Lenderlaw. The Tenants in Common acknowledge that partition of the Property Project may result in a forced sale by all of the Tenants in Common. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the Tenants in Common, the Tenants in Common agree that, as a condition precedent to filing a partition action, the Tenant in Common filing such action (“"Seller”") shall first make a written offer (“"Offer”") to sell its undivided interest in the Property first to Behringer or its affiliates or assigns and second to the other Tenants in Common at a price equal to (a) the Fair Market Value of the Interest (as defined below) of Seller’s 's undivided interest minus (b) (i) Seller’s proportionate share of any fee or other amount that would be payable to Property Manager or any affiliates (including any real estate commission) under interest. If Xxxxxxxxx does not accept such Offer, then the Property Management Agreement upon the sale of the Property at a price equal to the Fair Market Value and (ii) selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenants in Common shall be entitled to purchase a portion of the selling Tenant in Common’s Seller's interest in proportion to their undivided interest in the Property (based on the proportion of the remaining interests that are not the subject of the Offer)Project. In the event If any Tenant in Common elects not to purchase his or her share of the selling Tenant in Common’s Seller's interest, the other Tenants in Common shall be entitled to purchase additional interests based on their undivided interest in the Property (based on the proportion of interests electing to purchase a share Project; "Fair Market Value of the remaining interest) and, in the event that any such undivided interest has not been fully acquired, then Mid Atlantic or its affiliates may purchase such remaining balance. “Fair Market Value” Interest" shall mean the fair market value of Seller’s 's undivided interest (determined by multiplying the partitioning Tenant in Common's percentage interest in the Property Project on the date of the Offer is made by the Fair Market Value of the Project reduced by (i) liabilities secured by the Project or liabilities taken subject to, (ii) Seller's proportionate share of any fee or other amount that would be payable to the Property Manager or any affiliates (including any real estate commission) under the Management Agreement upon the sale of the Project at a price equal to the Fair Market Value of the Project and (iii) selling, prepayment or other costs that would apply in the event the Project was sold on the date of the Offer) as determined in accordance with the procedures set forth below, including any unpaid advanced made pursuant to Section 4.2 on behalf of Seller. The other Tenants in Common Xxxxxxxxx shall have twenty (20) days after delivery of the Offer to accept the Offer. If Xxxxxxxxx does not accept the offer within such twenty (20) day period, the other Tenants in Common shall have the right within the next twenty (20) days to accept the Offer. If Behringer or any or all of the other Tenants in Common (“"Purchaser”") accept the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value of the Project within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value of the Project the submitting party believes to be correct (“"Proposal”"). If either party fails to timely to submit a Proposal, the other party’s 's submitted proposal shall determine the Fair Market ValueValue of the Project. If both parties timely submit Proposals, then the Fair Market Value of the Project shall be determined by final and binding arbitration in accordance with the procedures set forth below. The parties shall meet within seven (7) days after delivery of the last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser as an arbitrator who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in the County county in which the Property Project is located to act as the arbitrator. If the parties are unable to agree upon a single arbitrator, then the parties each shall, within five (5) days after the meeting, select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed shall, within fifteen (15) days after their appointment, appoint a third arbitrator meeting the foregoing qualifications. The determination of the arbitrator(s) shall be limited solely to the issue of whether Seller’s 's or Purchaser’s 's Proposal most closely approximates the Project's fair market value. The decision of the single arbitrator or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ ' Proposals shall determine the fair market value Fair Market Value of the PropertyProject. The decision of the single arbitrator or majority of the three (3) arbitrators shall be binding upon the parties. If either the party fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller and Purchaser. The arbitration shall be conducted in RockvilleDallas County, Maryland Texas, in accordance with Maryland law, as modified by this Agreement. The parties agree that Federal the Texas Arbitration Act, Title 9 ss. 171.001 et. Seq. of the United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision. Such party shall submit to such court a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If one party refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other party to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys’ fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. By executing this Agreement you are agreeing to have any dispute arising out of the matters included in the arbitration of disputes provision decided by neutral arbitration as provided by Maryland law and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial. By executing this Agreement you are giving up your judicial rights to discovery and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under the authority of Maryland law. Your agreement to this arbitration provision is voluntary.Texas Civil

Right of Partition. The 8.1 Subject to Section 8.2, the Tenants in Common agree that, subject to any restrictions imposed by the Lender, that any Tenant in Common and any of its successors-in-interests shall have the right, while this Agreement remains in effect, to have the Property Project partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property Project partitioned in accordance with and to the extent provided by applicable law and to the extent permitted by the Lenderlaw. The Tenants in Common acknowledge that partition of the Property Project may result in a forced sale by all of the Tenants in Common. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the Tenants in Common, the Tenants in Common agree that, as a condition precedent to filing a partition action, the Tenant in Common filing such action (“"Seller”") shall first make a written offer (“"Offer”") to sell its undivided interest in first to the Property Company or its affiliates or assigns and second to the other Tenants in Common at a price equal to (a) the Fair Market Value of the Interest (as defined below) of Seller’s 's undivided interest minus (b) (i) Seller’s proportionate share of any fee interest. If the Company or other amount that would be payable to Property Manager its affiliates or any affiliates (including any real estate commission) under assigns do not accept such Offer, then the Property Management Agreement upon the sale of the Property at a price equal to the Fair Market Value and (ii) selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenants in Common shall be entitled to purchase a portion of the selling Tenant in Common’s Seller's interest in proportion to their undivided interest in the Property (based on Project at a price equal to the proportion Fair Market Value of the remaining interests that are not the subject of the Offer)Interest. In the event If any Tenant in Common elects not to purchase his or her share of the selling Tenant in Common’s Seller's interest, the other Tenants in Common shall be entitled to purchase additional interests based on their undivided interest in the Property (based on the proportion of interests electing to purchase a share Project. "Fair Market Value of the remaining interest) and, in the event that any such undivided interest has not been fully acquired, then Mid Atlantic or its affiliates may purchase such remaining balance. “Fair Market Value” Interest" shall mean the fair market value of Seller’s 's undivided interest (determined by multiplying the partitioning Tenant in Common's percentage interest in the Property Project on the date of the Offer is made by the Fair Market Value of the Project reduced by (i) liabilities secured by the Project or liabilities taken subject to, (ii) Seller's proportionate share of any fee or other amount that would be payable to the Property Manager or any affiliates (including any real estate commission) under the Management Agreement upon the sale of the Project at a price equal to the Fair Market Value of the Project and (iii) selling, prepayment (to the extent reasonably anticipated to be incurred by the other Tenants in Common) or other costs that would apply in the event the Project was sold on the date of the Offer) as determined in accordance with the procedures set forth below, including any unpaid advances made pursuant to Section 4.2 on behalf of Seller. The other Tenants in Common Company or its affiliates or assigns shall have twenty (20) days after delivery of the Offer to accept the Offer. If any the Company or all of its affiliates or assigns do not accept the offer within such twenty (20) day period, the other Tenants in Common shall have the right within the next twenty (“Purchaser”20) days to accept the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“Proposal”). If either party fails timely to submit a Proposal, the other party’s submitted proposal shall determine the Fair Market Value. If both parties timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. The parties shall meet within seven (7) days after delivery of the last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in the County in which the Property is located to act as the arbitrator. If the parties are unable to agree upon a single arbitrator, then the parties each shall, within five (5) days after the meeting, select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed shall, within fifteen (15) days after their appointment, appoint a third arbitrator meeting the foregoing qualifications. The determination of the arbitrator(s) shall be limited solely to the issue of whether Seller’s Company or Purchaser’s Proposal most closely approximates the fair market value. The decision of the single arbitrator its affiliates or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ Proposals shall determine the fair market value of the Property. The decision of the single arbitrator or majority of the three (3) arbitrators shall be binding upon the parties. If either the party fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one of them shall reach a decision which shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller and Purchaser. The arbitration shall be conducted in Rockville, Maryland in accordance with Maryland law, as modified by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision. Such party shall submit to such court a form of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If one party refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court order directing the other party to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys’ fees and costs in obtaining such order, regardless of which party ultimately prevails in the matter. By executing this Agreement you are agreeing to have any dispute arising out of the matters included in the arbitration of disputes provision decided by neutral arbitration as provided by Maryland law and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial. By executing this Agreement you are giving up your judicial rights to discovery and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under the authority of Maryland law. Your agreement to this arbitration provision is voluntary.assigns