Common use of Manner of Calculation Clause in Contracts

Manner of Calculation. The Manager may calculate the fair market value of the Company’s assets using any method or combination of methods the Manager may determine in its sole discretion, including but not limited to (i) methods using the capitalization rates of comparable assets (typically used for stabilized, income-producing assets); (ii) methods using the sales or offering prices of comparable assets; (iii) estimates obtained from appraisers, real estate brokers, or other qualified persons; and (iv) other methods the Manager deems appropriate in the circumstances, including the purchase price and/or book value of assets. In the absence of actual fraud, the determination of the fair market value of the Company’s assets shall be final and not subject to dispute.