Value Notice definition
Examples of Value Notice in a sentence
Any failure of Landlord to timely send a Residual Value Notice to Tenant shall be deemed an acknowledgement by Landlord that the then-current fair market value of the Land is at least equal to the Guaranteed Land Value and the then-current fair market value of the Property Improvements is at least equal to the Guaranteed Improvements Value (and that the Residual Value Shortfall is “zero”), and the Parties shall have no further obligations under this Section 2(c).
Any failure of Tenant to timely send an FMV Dispute Notice to Landlord shall be deemed an acceptance by Tenant of Landlord’s determination of the then-current fair market value of the Land and/or the Property Improvements, as applicable (as set forth in the Residual Value Notice).
If Landlord sends a Residual Value Notice that does not include Landlord’s reasonable determination of the then-current fair market value of either the Land or the Property Improvements, then Landlord shall be deemed to have failed to timely send a Residual Value Notice to Tenant with respect to such excluded Land or Property Improvements, as applicable, and the immediately preceding sentence shall apply solely in respect thereto.
In the event that Tenant disputes Landlord’s determination of the then-current fair market value of the Land and/or the Property Improvements, Tenant shall send to Landlord a written notice containing an explanation of such dispute (a “FMV Dispute Notice”) within fifteen (15) days following its receipt of the Residual Value Notice.
If the Offeree fails to provide an Election Notice, the Buy-Sell Closing Date shall be held on the first Business Day which is at least ninety (90) days after the giving of the Value Notice.
A party demanding Arbitration hereunder shall make its demand in writing (“Demand Notice”) within ten (10) business days after service of Landlord’s Value Notice.
If the Fair Market Rental as determined by Arbitration differs from that stated in Landlord’s Value Notice, then any adjustment required to correct the amount previously paid by Tenant shall be made by payment by the appropriate party within thirty (30) days after the determination of Fair Market Rental by Arbitration has been concluded, as provided herein.
The Arbitrator may not state his own opinion of Fair Market Rental, but is strictly limited to the selection of Landlord’s Fair Market Rental evaluation as stated in Landlord’s Value Notice or Tenant’s Fair Market Rental evaluation as stated in the Notice of Exercise.
The Value Notice shall set forth a calculation, in reasonable detail, of the application of the Stated Amount to pay all Company obligations (including Member loans payable by the Company), and of all distributions to be made, resulting in specified purchase prices for each Member’s Units pursuant to Section 14.02 below.
Should either party elect to arbitrate, and if the arbitration is not concluded before the commencement of the Extended Term, Tenant shall pay Minimum Monthly Rent to Landlord in an amount equal to the Fair Market Rental set forth in Landlord’s Value Notice, until the Fair Market Rental is determined in accordance with the arbitration provisions hereof (“Arbitration”).