Common use of Valuation Procedure Clause in Contracts

Valuation Procedure. For a period of 60 days following the Valuation Notice, the Option Members and the Selling Member (or, if applicable, the representatives, successors or assigns of the Selling Member) shall negotiate in good faith to determine the fair market value of all of the Company’s assets, taken as a whole, exclusive of any goodwill or other intangible asset that does not have a book value for accounting purposes (the “Assets”). If the parties are unable to agree on the fair market value of the Assets within the prescribed 60-day period, the parties shall, within 15 days following the end of such 60-day period, unanimously select an appraiser or appraisers to determine the fair market value of the Assets. If the parties are unable to agree on an appraiser or appraisers within the foregoing 15day period, then at the election of any party, the selection of an appraiser or appraisers shall be made as follows: (a) each party shall select an appraiser, and (b) the appraisers selected by the parties shall in turn appoint another appraiser to perform the appraisal. Following his or their selection, the appraiser(s) shall determine as soon as practicable the fair market value of the Assets assuming, for purposes of determining such value, that the Assets are liquidated in an orderly manner over a period of six months. The parties’ agreement as to value, or if applicable, the appraiser’s (appraisers’) determination of value shall be binding on all parties for purposes of this Agreement. The date of the parties’ agreement on the value of the Assets, or, if applicable, the date of the final appraisal report(s), is referred to hereinafter as the “Valuation Date.” All appraisal costs shall be borne by the Selling Member.

Valuation Procedure. For a period of 60 days following the Valuation Notice, the Option Members Member and the Selling Member (or, if applicable, the representatives, successors or assigns of the Selling Member) shall negotiate in good faith to determine the fair market value of all of the Company’s 's assets, taken as a whole, exclusive of any goodwill or other intangible asset that does not have a book value for accounting purposes (the “"Assets”"). If the parties are unable to agree on the fair market value of the Assets within the prescribed 60-day period, the parties shall, within 15 days following the end of such 60-day period, unanimously select an appraiser or appraisers to determine the fair market value of the Assets. If the parties are unable to agree on an appraiser or appraisers within the foregoing 15day 15-day period, then at the election of any party, the selection of an appraiser or appraisers shall be made as follows: (a) each party shall select an appraiser, and (b) the appraisers selected by the parties shall submitted to dispute resolution in turn appoint another appraiser to perform the appraisalaccordance with Section 5.7 hereof. Following his or their selection, the appraiser(s) shall determine as soon as practicable the fair market value of the Assets assuming, for purposes of determining such value, that the Assets are liquidated in an orderly manner over a period of six months. The parties’ ' agreement as to value, or if applicable, the appraiser’s 's (appraisers’') determination of value shall be binding on all parties for purposes of this Agreement. The date of the parties’ ' agreement on the value of the Assets, or, if applicable, the date of the final appraisal 29 report(s), is referred to hereinafter as the “"Valuation Date.” " All appraisal costs and costs under Section 5.7 shall be borne by the Selling Member.

Valuation Procedure. For a period of 60 days following the Valuation Notice, the Option Members Member and the Selling Member (or, if applicable, the representatives, successors or assigns of the Selling Member) shall negotiate in good faith to determine the fair market value of all of the Company’s 's assets, taken as a whole, exclusive of any goodwill or other intangible asset that does not have a book value for accounting purposes (the “"Assets”"). If the parties are unable to agree on the fair market value of the Assets within the prescribed 60-day period, the parties shall, within 15 days following the end of such 60-day period, unanimously select an appraiser or appraisers to determine the fair market value of the Assets. If the parties are unable to agree on an appraiser or appraisers within the foregoing 15day 15-day period, then at the election of any party, the selection of an appraiser or appraisers shall be made as follows: (a) each party shall select an appraiser, and (b) the appraisers selected by the parties shall submitted to dispute resolution in turn appoint another appraiser to perform the appraisalaccordance with Section 5.4 hereof. Following his or their selection, the appraiser(s) shall determine as soon as practicable the fair market value of the Assets assuming, for purposes of determining such value, that the Assets are liquidated in an orderly manner over a period of six months. The parties’ ' agreement as to value, or if applicable, the appraiser’s 's (appraisers’') determination of value shall be binding on all parties for purposes of this Agreement. The date of the parties’ ' agreement on the value of the Assets, or, if applicable, the date of the final appraisal report(s), is referred to hereinafter as the “"Valuation Date.” " All appraisal costs and costs under Section 5.4 shall be borne by the Selling Member.