Common use of Valuation of Property Clause in Contracts

Valuation of Property. Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, Purchaser shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If such property does not have a readily ascertainable value, and if the Offered Shares are common stock or other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within ten (10) days after Purchaser's receipt of the Transfer Notice, Founder and Purchaser shall mutually select an appraiser who is active in the appraisal of the type of property at issue within twenty (20) days after Purchaser's receipt of the Transfer Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree (or as soon as possible as determined and directed by the appraiser if Founder and Purchaser do not promptly agree). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as the fair value of the subject property, and such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and fees. If the time for the closing of Purchaser's purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in --------------------- the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, Purchaser the Company (or VCC) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If such property does not have a readily ascertainable value, Kim and if the Offered Shares are common stock Company (or other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10Oxxxr Stockholders) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within five (5) days after the Company's receipt of the Transfer Notice (or the Other Stockholders' receipt of the Additional Transfer Notice), the valuation shall be made by an appraiser of recognized standing selected by Kim and the Company (or the Oxxxr Stockholders holding a majority of the Shares held by the Other Stockholders, on an as converted basis), or, if they cannot agree on an appraiser within ten (10) days after Purchaserthe Company's receipt of the Transfer Notice (or the Other Stockholders' receipt of the Additional Transfer Notice), Founder and Purchaser each shall mutually select an appraiser who of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that it is active in necessary to have an appraiser make a valuation, the time for the Company or any Other Stockholder to exercise any rights under this Section 3 shall be extended by the number of days necessary to obtain such valuation. The cost of such appraisal shall be shared equally by Kim and the Company (or the pxxxhasing Other Stockholders), with the half of the type of property at issue within twenty (20) days after Purchaser's receipt of the Transfer Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree (or as soon as possible as determined and directed cost borne by the appraiser if Founder Company and Purchaser do not promptly agree). The appraiser shall promptly (but the purchasing Other Stockholders borne pro rata by each based on the number of shares such parties were interested in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as the fair value of the subject property, and such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and feespurchasing pursuant to this Section 3. If the time for the closing of Purchaserthe Company's or the purchasing Other Stockholders' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s)price, then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, Purchaser or should there be no purchase price associated with the transfer, the Company (or the Key Holders) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If such property does not have a readily ascertainable valueTransferring Key Holder, the Company, the Co-Sale Eligible Investors, and/or the Co-Sale Eligible Key Holder, and if the Offered Shares are common stock or other Equity Securities sold on the public marketKey Holder (in each case, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10as applicable) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within ten (10) days after Purchaser's the Company’s, the Co-Sale Eligible Key Holder’s, or Co-Sale Eligible Investors’ receipt of the Transfer Notice (or the Key Holders’ and Co-Sale Eligible Investors’ receipt of the Additional Transfer Notice), Founder and Purchaser the valuation shall mutually select be made by an appraiser who is active of recognized standing selected by agreement amongst the Transferring Key Holders, the Co-Sale Eligible Key Holder, the Company, the Co-Sale Eligible Investors, and Key Holder (in the appraisal of the type of property at issue each case, as applicable); provided however, that if they cannot agree on an appraiser within twenty ten (2010) days after Purchaser's the Company’s receipt of the Transfer Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree Notice (or as soon as possible as determined the Key Holders’ and directed Co-Sale Eligible Investors’ receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the appraisers so selected shall by agreement designate an appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the appraiser if Founder Transferring Key Holder, the Co-Sale Eligible Key Holder, Co-Sale Eligible Investor, and Purchaser do not promptly agree). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as the fair value Company, with half of the subject propertycost borne by the Company, and the other half to be borne pro rata by each Stockholder who is purchasing the shares being transferred, with the amount to be paid by each Stockholder to be based on the number of shares such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and feesparties were interested in purchasing pursuant to this Subsection 6.1. If the time for the closing of Purchaser's the Company’s purchase or the Key Holders’ purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, Purchaser the Company (or the other Stockholder) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If such property does not have a readily ascertainable value, the transferring Stockholder and if the Offered Shares are common stock Company (or the other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10Stockholder) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within ten (10) days after Purchaserthe Company's receipt of the Transfer Notice (or the other Stockholders' receipt of the Additional Transfer Notice), Founder and Purchaser the valuation shall mutually select be made by an appraiser who is active in of recognized standing selected by the appraisal of Stockholder and the type of property at issue Company (or the other Stockholder) or, if they cannot agree on an appraiser within twenty (20) days after Purchaserthe Company's receipt of the Transfer Notice (or the other Stockholders' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. Founder The cost of such appraisal shall submit Founder's determination be shared equally by the transferring Stockholder and the Company (or the other Stockholder), with half of value ("Founder's Value") the cost borne by the Company and Purchaser the cost borne pro rata by each Stockholder based on the number of shares such parties were interested in purchasing pursuant to this Section 1. The transferring Stockholder may elect, either before or after an appraisal has been completed, to withdraw its offer to make a Transfer, in which event all options to purchase under this Section 1.2 shall submit Purchaser's determination of value ("Purchaser's Value") be null and void as to such appraiser, at such time or times and withdrawn Transfer; provided however that in such manner as Founder and Purchaser shall agree (or as soon as possible as determined and directed by event, the appraiser if Founder and Purchaser do not promptly agree). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as the fair value of the subject property, and such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser transferring Stockholder shall bear all the costs of the appraiser's appraisal, if any, including any costs associated with the selection and fees. If Purchaser's determination is selected as the fair value retention of the property, the Founder shall bear all of the broker's costs and feesappraiser(s). If the time for the closing of Purchaserthe Company's purchase or the other Stockholders' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should The net asset value per Share shall be determined once each business day as of the purchase close of business on the New York Stock Exchange. The market value at the Partnership's portfolio securities shall be determined by appraising securities traded on a national securities exchange at the last sale price specified or, if no sale occurred on that day, at the mean between the closing bid and asked prices; by appraising all other securities not so traded in like manner if market quotations are available (or at the Transfer Notice mean between the highest bid and lowest asked prices if there is to last sale price or closing bid and asked prices); and by appraising all other securities at fair value as determined in good faith by the Managing General Partners. The value of receivables shall be payable in property other than cash or evidences deemed to be their face amount unless the Managing General Partners shall have determined the value to be less. Dividends shall be treated as a receivable as of the ex-dividend date and interest shall be accrued. From the total value of the assets there shall be deducted all indebtedness, Purchaser shall have the right to pay the purchase price in the form of cash equal in amount expenses and management charges accrued to the value appraisal date, all contractual obligations, including unpaid distributions payable to Partners of record on or before the appraisal date, all reserves for taxes, unpaid redemptions prior to such property. If such property does not have a readily ascertainable valuevaluation date and contingencies, and if all other liabilities. The resulting amount, representing the Offered net assets of the Partnership, shall be divided by the number of Shares are common stock or other Equity Securities sold on then outstanding and the public market, then the value of such property quotient shall be deemed to be the net asset value of such Offered Shares, which shall per Share. The net asset value so determined should be equal to the average daily trading price over the ten (10) day period immediately preceding the date effective as of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value close of such property within ten (10) days of Purchaser's business next following the receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within ten (10) days after Purchaser's receipt of the Transfer Notice, Founder and Purchaser shall mutually select an appraiser who is active in the appraisal of the type of property at issue within twenty (20) days after Purchaser's receipt of the Transfer Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree (or as soon as possible as determined and directed by the appraiser if Founder and Purchaser do not promptly agree). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value Partnership of a tender of a Share for redemption or Purchaser's Value as the fair value of the subject property, and such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and fees. If the time for the closing of Purchaser's an order to purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsectionsell a Share.

Valuation of Property. Should the purchase price specified in the --------------------- Transfer Notice or Additional Transfer Notice be payable in property other than cash or evidences of indebtedness, Purchaser the Company (or the Offeree Holders) shall have the right to pay the purchase price in the form of cash provided in Sections 3(b) and (d) equal in amount to the value of such property. If such property does not have a readily ascertainable value, the Transferring Holder and if the Offered Shares are common stock Company (or other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10Offeree Holders) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within ten (10) days after Purchaserthe Company's receipt of the Transfer Notice (or the Holders' receipt of the Additional Transfer Notice), Founder and Purchaser the valuation shall mutually select be made by an appraiser who is active in of recognized standing selected by the appraisal of Transferring Holder and the type of property at issue Company (or the Offeree Holders) or, if they cannot agree on an appraiser within twenty (20) days after Purchaserthe Company's receipt of the Transfer Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree Notice (or as soon as possible as determined the Holders' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and directed the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the appraiser if Founder Transferring Holder and Purchaser do not promptly agreethe Company (or the Offeree Holders). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as , with the fair value half of the subject property, cost borne by the Company and the Offeree Holders borne pro rata by each based on the number of shares such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and feesparties were interested in purchasing pursuant to this Section 3. If the time for the closing of Purchaserthe Company's purchase or the Offeree Holders' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer Notice be payable in property other than cash or 3 89 evidences of indebtedness, Purchaser the Company (or the Non-Transferring Holders) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If such property does not have a readily ascertainable value, the Transferring Holder and if the Offered Shares are common stock Company (or other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10Non-Transferring Holders) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser cannot agree on such cash value within ten (10) days after Purchaserthe Company's receipt of the Transfer Notice (or the Non-Transferring Holders' receipt of the Additional Transfer Notice), Founder and Purchaser the valuation shall mutually select be made by an appraiser who is active in of recognized standing selected by the appraisal of Transferring Holder and the type of property at issue Company (or the Non-Transferring Holders) or, if they cannot agree on an appraiser within twenty (20) days after Purchaserthe Company's receipt of the Transfer Notice. Founder shall submit Founder's determination of value ("Founder's Value") and Purchaser shall submit Purchaser's determination of value ("Purchaser's Value") to such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree Notice (or as soon as possible as determined the Non-Transferring Holders' receipt of the Additional Transfer Notice), each shall select an appraiser of recognized standing and directed the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the appraiser if Founder Transferring Holder and Purchaser do not promptly agreethe Company (or the Non-Transferring Holders). The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as , with the fair value half of the subject property, cost borne by the Company and the Non-Transferring Holders borne pro rata by each based on the number of shares such determination shall be binding on Founder and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and feesparties were interested in purchasing pursuant to this Section 3. If the time for the closing of Purchaserthe Company's purchase or the Non-Transferring Holders' purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should any portion of the purchase price specified in the Transfer Notice be payable in cash, evidences of indebtedness or securities of any entity, NVC shall have the right to pay such portion of the purchase price in cash, at the agreed to or appraised value as set forth below. Should any portion of the purchase price specified in the Transfer Notice be payable in property other than cash or cash, evidences of indebtednessindebtedness or securities of any entity, Purchaser NVC shall have the right to pay such portion of the purchase price in the form of cash or in the form of equivalent property of NVC (which shall not include securities of NVC, unless NVC and ZAIQ otherwise agree) equal in amount to the value of such propertyproperty (with the concept of equivalency to include, without limitation, equivalency of liquidity). If such property does not have a readily ascertainable value, ZAIQ and if the Offered Shares are common stock or other Equity Securities sold on the public market, then the value of such property shall be deemed to be the value of such Offered Shares, which shall be equal to the average daily trading price over the ten (10) day period immediately preceding the date of the Transfer Notice. For any other Offered Shares, Founder and Purchaser shall use their best efforts to agree upon a value of such property within ten (10) days of Purchaser's receipt of the Transfer Notice. If the Founder and Purchaser NVC cannot agree on such cash value the values of any evidences of indebtedness, securities of any entity, or property offered as consideration in the Transfer Notice or on the values of any NVC property offered in lieu thereof, within ten (10) days after PurchaserNVC's receipt of the Transfer Notice, Founder and Purchaser the valuations shall mutually select be made by an appraiser who is active in the appraisal of the type of property at issue recognized standing selected by ZAIQ and NVC or, if they cannot agree on an appraiser within twenty ten (2010) days after PurchaserNVC's receipt of the Transfer Notice. Founder , each shall submit Founder's determination select an appraiser of value ("Founder's Value") recognized standing and Purchaser the two appraisers shall submit Purchaser's determination designate a third appraiser of value ("Purchaser's Value") to recognized standing, whose appraisal shall be determinative of such appraiser, at such time or times and in such manner as Founder and Purchaser shall agree (or as soon as possible as determined and directed by the appraiser if Founder and Purchaser do not promptly agree)values. The appraiser shall promptly (but in no event beyond ten (10) days) select either Founder's Value or Purchaser's Value as the fair value cost of the subject property, and such determination appraisal shall be binding on Founder shared equally by ZAIQ and Purchaser. If Founder's determination is selected as the fair value of the property, then Purchaser shall bear all of the appraiser's costs and fees. If Purchaser's determination is selected as the fair value of the property, the Founder shall bear all of the broker's costs and feesNVC. If the time for the closing of PurchaserNVC's purchase has expired but for the determination of the value of the purchase price offered by the prospective transferee(s)) and any property offered by NVC, then such closing shall be held on or prior to the fifth (5th) business day after such valuation valuations shall have been made pursuant to this subsection.