Common use of Option Purchase Price Clause in Contracts

Option Purchase Price. The purchase price for the purchase of the Ground Lease Property pursuant to the Ground Lease Purchase Option (the "Ground Lease Option Price") shall be the price that would be agreed upon between a willing buyer, under no compulsion to buy and a willing seller, under no compulsion to sell, for unimproved land comparable in size and location to the Land, exclusive of any Improvements, at the time of Ground Lessee's exercise of the Ground Lease Purchase Option and taking into consideration, among other relevant factors, the condition of the Land and the encumbrances affecting the title to the Land at the time of the exercise of the Option. If Ground Lessor and Ground Lessee cannot agree upon such price within seven (7) days after the Option Exercise Notification Date, the Ground Lease Option Price shall be determined as follows: (a) Not later than fourteen (14) days after the Option Exercise Notification Date, Ground Lessor and Ground Lessee each shall appoint a real estate appraiser familiar with properties in the vicinity of the Land and shall notify the other party of its appointment. If the two appraisers agree upon the Ground Lease Option Price within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lessee. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers shall appoint a third real estate appraiser familiar with properties in the vicinity of the Land. Immediately after such appointment (and in no event later than thirty (30) days after the Option Exercise Notification Date), each of the first two appraisers will submit his/her best estimate of the Ground Lease Option Price, together with a written report supporting such estimate, to the third appraiser. Not later than thirty-five (35) days after the Option Exercise Notification Date, the third appraiser will select the estimate of the Ground Lease Option Price he/she concludes to be the closest to the definition thereof set forth in the first sentence of this Paragraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground Lessee. (b) If a third appraiser must be chosen pursuant to Subparagraph 6.02(a) and the first two appraisers cannot agree upon the third appraiser within the prescribed time, either Ground Lessor or Ground Lessee may require each of the first two appraisers immediately to submit its choice for the third appraiser to the American Arbitration Association ("AAA") in San Francisco, California for selection in accordance with the then rules of said association within thirty-five (35) days after the Option Exercise Notification Date. If such a procedure is necessary to appoint the third appraiser, then (i) the deadline for the two appraisers to submit to the third appraiser their estimates of the Ground Lease Option Price and supporting report pursuant to Subparagraph 6.02(a) shall be not later than thirty-seven (37) days (rather than thirty (30) days) after the Option Exercise Notification Date and (ii) the deadline for the third appraiser to select one of the two estimates pursuant to Subparagraph 6.02(a) shall be not later than forty-two (42) days (rather than thirty-five (35) days) after the Option Exercise Notification Date. (c) If either party or its appraiser fails to comply with the procedures (including deadlines) set forth above, then the other party's appraiser will determine the Ground Lease Option Price. (d) Ground Lessor and Ground Lessee each shall bear the expense of the appraiser appointed by it, and the expenses of the third appraiser and the AAA will be shared equally by Ground Lessor and Ground Lessee. (e) All appraisers selected for the appraisal process set out in this Paragraph 6.02 will be disinterested, reputable, qualified real estate appraisers with the designation of MAI or equivalent and with at least five (5) years experience in appraising properties comparable to the Land. If a third appraiser must be chosen pursuant to Subparagraph 6.02(a), such appraiser will be chosen on the basis of objectivity and competence, not on the basis of such appraiser's relationship with the other appraisers or the parties to this Agreement.

Option Purchase Price. 4.1 The purchase price for the purchase Project under the option shall be the greater of (a) the Fair Market Value, or (b) the Statutory Purchase Price; provided, however, that if prior to exercise of the Ground Lease Property pursuant to option (1) the Ground Lease Purchase Option Internal Revenue Service (the "Ground Lease Option PriceService") shall have published an applicable regulation or revenue ruling (the applicability of such a regulation or ruling being determined in its judgment by tax counsel to the Investment Limited Partner), (2) the Service shall have issued an applicable private letter ruling to the Owner (the applicability of such a ruling being determined in its judgment by tax counsel to the Investment Limited Partner), or (3) tax counsel to the Investment Limited Partner or counsel to the Optionee acceptable to the Investment Limited Partner shall have issued an opinion letter, in the applicable situation (clause (1), (2) or (3)) concluding that property of the nature and use of the Project may be sold under the option described in this Agreement at the Statutory Purchase Price, even though such a price may be less than the fair market value of the Project, without adversely affecting the Tax Credits or deductions that would otherwise be agreed upon between a willing buyer, under no compulsion to buy and a willing seller, under no compulsion to sell, for unimproved land comparable in size and location available to the LandLimited Partners, exclusive of any Improvements, at then the time of Ground Lessee's exercise option price shall be equal to the Statutory Purchase Price. 4.2 The Fair Market Value of the Ground Lease Purchase Option and taking into consideration, among other relevant factors, Project shall refer to the condition fair market value of the Land and the encumbrances affecting the title to the Land Project at the time of the exercise of the Option. If Ground Lessor option and Ground Lessee cannot agree upon such price within seven (7) days after the Option Exercise Notification Date, the Ground Lease Option Price shall be determined as follows: (a) Not later than fourteen (14) days after the Option Exercise Notification Date: The Special Limited Partner, Ground Lessor and Ground Lessee each shall appoint a real estate appraiser familiar with properties in the vicinity on behalf of the Land Owner, and the Optionee shall notify select a mutually acceptable appraiser who shall determine the other party fair market value of its appointmentthe Project. In the event the parties are unable to agree upon an appraiser, the Special Limited Partner, on behalf of the Owner, and the Optionee shall each select an appraiser. If the difference between the two appraisals is within ten per cent (10%) of the lower of the two appraisals, then the Fair Market Value shall be the average of the two appraisals. If the difference between the two appraisals is greater than ten per cent (10%) of the lower of the two appraisals and at least one of the appraisals exceeds the Statutory Purchase Price, then the two appraisers shall jointly select a third appraiser. If the two appraisers agree upon the Ground Lease Option Price within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lessee. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers shall appoint are unable jointly to select a third real estate appraiser familiar with properties in appraiser, then the vicinity appointment of the Land. Immediately after such appointment (and in no event later than thirty (30) days after the Option Exercise Notification Date), each of the first two appraisers will submit his/her best estimate of the Ground Lease Option Price, together with a written report supporting such estimate, to the third appraiser. Not later than thirty-five (35) days after the Option Exercise Notification Date, the third appraiser will select shall be made by the estimate then President of the Ground Lease Option Price he/she concludes to be the closest to the definition thereof set forth in the first sentence St. Louis, Missouri, Chapter of this Paragraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground Lessee. (b) If a third appraiser must be chosen pursuant to Subparagraph 6.02(a) and the first two appraisers cannot agree upon the third appraiser within the prescribed time, either Ground Lessor or Ground Lessee may require each of the first two appraisers immediately to submit its choice for the third appraiser to the American Arbitration Association ("AAA") in San Francisco, California for selection in accordance with the then rules of said association within thirty-five (35) days after the Option Exercise Notification Dateor his or her designee. If such a procedure is necessary to appoint the third appraiserappraisal is less than either of the first two, then (i) the deadline for the two appraisers to submit to the third appraiser their estimates of the Ground Lease Option Price and supporting report pursuant to Subparagraph 6.02(a) Fair Market Value shall be not later than thirty-seven (37) days (rather than thirty (30) days) after the Option Exercise Notification Date and (ii) the deadline for the third appraiser to select one average of the two estimates pursuant to Subparagraph 6.02(a) shall be not later lowest appraisals. If the third appraisal is greater than forty-two (42) days (rather than thirty-five (35) days) after the Option Exercise Notification Date. (c) If either party or its appraiser fails to comply with the procedures (including deadlines) set forth abovefirst two, then the other party's Fair Market Value shall be the average of the two highest appraisals. If the third appraisal falls between the previous two appraisals, the Fair Market Value shall be the value established by the third appraisal. The Owner and the Optionee shall share the cost equally of any appraiser will determine jointly selected or shall pay the Ground Lease Option Price. (d) Ground Lessor and Ground Lessee each shall bear the expense costs of the appraiser appointed by it, they each select and shall share the expenses cost equally of the any third appraiser. Any appraiser and the AAA will selected pursuant to this section shall be shared equally by Ground Lessor and Ground Lessee. (e) All appraisers selected for the appraisal process set out in this Paragraph 6.02 will be disinterested, reputable, qualified real estate appraisers with the designation of an MAI or equivalent and appraiser with at least five (5) years experience of relevant experience. The appraisals shall take into account any requirements that the Project remain dedicated for the use of low-income households pursuant to any restrictions under any loan agreements, regulatory agreements, or otherwise and shall take into account any tax benefits or other subsidy or financing benefits available to projects providing affordable housing in appraising properties comparable a manner similar to the LandProject. If a third appraiser must Notwithstanding the foregoing, however, in no event shall the Fair Market Value be chosen pursuant to Subparagraph 6.02(a)less than $1,000. 4.3 The Optionee shall pay the purchase price in immediately available funds at the closing. However, such appraiser will be chosen in lieu of paying the purchase price in cash at closing, Optionee may assume any outstanding debts secured by deeds of trust or mortgages on the basis Project and any other obligations of objectivity and competenceOwner, not on the basis provided that any holder of such appraiser's relationship underlying obligation consents to the assumption, with the other appraisers or balance of the parties to this Agreementpurchase price, if any, being payable in immediately available funds.

Option Purchase Price. The purchase price for the purchase Change in Control Option shall be equal to the greater of (i) the depreciated book value of the Ground Lease MGE Power-Owned Facility Property pursuant reflected on the financial statements of MGE Power, and (ii) the fair market value of MGE Power’s Ownership Interest, as subject to the Ground Lease Purchase Option (Facility Lease, in each case as of the "Ground Lease Option Price") shall be date of the price that would be agreed upon between a willing buyer, under no compulsion to buy and a willing seller, under no compulsion to sell, for unimproved land comparable Change in size and location Control giving rise to the Land, exclusive of any Improvements, at the time of Ground Lessee's exercise of the Ground Lease Purchase Change in Control Option. The purchase price for the Undivided Interest Option and taking into consideration, among other relevant factorsshall be equal to the product of (A) a fraction, the condition numerator of which is 45MWs, and the denominator of which is equal to the rated MW capacity of the Land Facility, multiplied by (B) the greater of (1) the depreciated book value of the MGE Power-Owned Facility Property reflected on the financial statements of MGE Power, and (2) the encumbrances affecting fair market value of MGE Power’s Ownership Interest, in each case as of the title to date of the Land at the time notice of the exercise of the Undivided Interest Option. Such fair market value shall be determined by mutual agreement of the Owners, or, if the Owners are unable to agree on such fair market value, by a qualified, independent appraiser selected by the Owners. If Ground Lessor and Ground Lessee cannot the Owners are unable to agree upon such price the selection of an appraiser within seven (7) 30 days after the Option Exercise Notification Datedate of the University’s notice of intention to exercise the Option, the Ground Lease Option Price fair market value shall be determined as follows: (a) Not later than fourteen (14) days after the Option Exercise Notification Date, Ground Lessor and Ground Lessee each shall appoint a real estate appraiser familiar with properties average of three separate appraisals of MGE Power’s Ownership Interest in the vicinity of the Land and Facility to be made by qualified appraisers, whose appraisals shall notify the other party of its appointment. If the two appraisers agree upon the Ground Lease Option Price within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lesseethe Owners. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers Each Owner shall appoint a third real estate appraiser familiar with properties in the vicinity select one of the Land. Immediately after such appointment (and in no event later than thirty (30) days after the Option Exercise Notification Date)appraisers, each of the first two appraisers will submit his/her best estimate of the Ground Lease Option Price, who shall together with a written report supporting such estimate, to select the third appraiser. Not later than thirty-five (35) If the use of three appraisers is necessary, the selection of the appraisers shall be completed within 45 days after the Option Exercise Notification Date, the third appraiser will select the estimate date of the Ground Lease Option Price he/she concludes University’s notice of intention to exercise the Option. The Owners shall bear equally the costs of all appraisals. All such appraisals shall be the closest completed and submitted to the definition thereof set forth in the first sentence of this Paragraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground Lessee. (b) If a third appraiser must be chosen pursuant to Subparagraph 6.02(a) and the first two appraisers cannot agree upon the third appraiser Owners within the prescribed time, either Ground Lessor or Ground Lessee may require each of the first two appraisers immediately to submit its choice for the third appraiser to the American Arbitration Association ("AAA") in San Francisco, California for selection in accordance with the then rules of said association within thirty-five (35) 30 days after the Option Exercise Notification Date. If such a procedure is necessary to appoint the third appraiser, then (i) the deadline for the two appraisers to submit to the third appraiser their estimates date of appointment of the Ground Lease Option Price and supporting report pursuant to Subparagraph 6.02(a) appraisers. Each appraiser shall be not later than thirty-seven (37) days (rather than thirty (30) days) after the Option Exercise Notification Date a nationally recognized firm with demonstrated skill and (ii) the deadline for the third appraiser to select one of the two estimates pursuant to Subparagraph 6.02(a) shall be not later than forty-two (42) days (rather than thirty-five (35) days) after the Option Exercise Notification Date. (c) If either party or its appraiser fails to comply with the procedures (including deadlines) set forth above, then the other party's appraiser will determine the Ground Lease Option Price. (d) Ground Lessor and Ground Lessee each shall bear the expense of the appraiser appointed by it, and the expenses of the third appraiser and the AAA will be shared equally by Ground Lessor and Ground Lessee. (e) All appraisers selected for the appraisal process set out in this Paragraph 6.02 will be disinterested, reputable, qualified real estate appraisers with the designation of MAI or equivalent and with at least five (5) years experience in appraising properties valuing steam/electric cogeneration facilities comparable to the Land. If a third appraiser must be chosen pursuant to Subparagraph 6.02(a), such appraiser will be chosen on the basis of objectivity and competence, not on the basis of such appraiser's relationship with the other appraisers or the parties to this AgreementFacility.

Option Purchase Price. The purchase price for the purchase of the Ground Lease Property pursuant to Membership Interest that is the Ground Lease Purchase Option (the "Ground Lease Option Price") subject of an option under Section 8.5 shall be the “Fair Option Price” of the interest as determined under this Section 8.7. “Fair Option Price” means the cash price that would be agreed upon between a willing buyer, under no compulsion buyer would pay to buy and a willing seller, seller when neither is acting under no compulsion to sell, for unimproved land comparable in size and location to the Land, exclusive of any Improvements, at the time of Ground Lessee's exercise when both have reasonable knowledge of the Ground Lease Purchase relevant facts on the Option and taking into consideration, among other relevant factors, the condition Date. Each of the Land selling and purchasing parties shall use his, her, or its best efforts to mutually agree upon the encumbrances affecting Fair Option Price. If the title parties are unable to the Land at the time so agree within thirty (30) days of the exercise of the Option. If Ground Lessor and Ground Lessee cannot agree upon such price within seven (7) days after the Option Exercise Notification Date, the Ground Lease Option Price selling party shall be determined as follows: appoint, within forty (a) Not later than fourteen (1440) days after of the Option Exercise Notification Date, Ground Lessor one appraiser, and Ground Lessee each the purchasing party shall appoint a real estate appraiser familiar with properties in the vicinity within forty (40) days of the Land and shall notify the other party of its appointmentOption Date, one appraiser. If the The two appraisers shall within a period of five (5) additional days, agree upon the Ground Lease Option Price and appoint an additional appraiser. The three appraisers shall, within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lessee. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers shall appoint a third real estate appraiser familiar with properties in the vicinity of the Land. Immediately after such appointment (and in no event later than thirty (30) days after the Option Exercise Notification Date), each appointment of the first two appraisers will submit his/her best estimate of the Ground Lease Option Price, together with a written report supporting such estimate, to the third appraiser. Not later than thirty-five (35) days after the Option Exercise Notification Date, the third appraiser will select the estimate of the Ground Lease Option Price he/she concludes to be the closest to the definition thereof set forth in the first sentence of this Paragraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground Lessee. (b) If a third appraiser must be chosen pursuant to Subparagraph 6.02(a) and the first two appraisers cannot agree upon the third appraiser within the prescribed time, either Ground Lessor or Ground Lessee may require each of the first two appraisers immediately to submit its choice for the third appraiser to the American Arbitration Association ("AAA") in San Francisco, California for selection in accordance with the then rules of said association within thirty-five (35) days after the Option Exercise Notification Date. If such a procedure is necessary to appoint the third appraiser, then (i) determine the deadline Fair Option Price of the Membership Interest in writing and submit their report to all the parties. The Fair Option Price shall be determined by disregarding the appraiser’s valuation that diverges the greatest from each of the other two appraisers’ valuations, and the arithmetic mean of the remaining two appraisers’ valuations shall be the Fair Option Price. Each purchasing party shall pay for the two appraisers to submit to the third appraiser their estimates of the Ground Lease Option Price and supporting report pursuant to Subparagraph 6.02(a) shall be not later than thirty-seven (37) days (rather than thirty (30) days) after the Option Exercise Notification Date and (ii) the deadline for the third appraiser to select one of the two estimates pursuant to Subparagraph 6.02(a) shall be not later than forty-two (42) days (rather than thirty-five (35) days) after the Option Exercise Notification Date. (c) If either party or its appraiser fails to comply with the procedures (including deadlines) set forth above, then the other party's appraiser will determine the Ground Lease Option Price. (d) Ground Lessor and Ground Lessee each shall bear the expense services of the appraiser appointed selected by it, and the expenses plus one half of the fee charged by the third appraiser appraiser, and the AAA will be shared equally by Ground Lessor and Ground Lessee. (e) All appraisers selected for the appraisal process set out in this Paragraph 6.02 will be disinterested, reputable, qualified real estate appraisers with the designation one half of MAI or equivalent and with at least five (5) years experience in appraising properties comparable all other costs relating to the Landdetermination of Fair Option Price. If a third appraiser must The Fair Option Price as so determined shall be chosen pursuant paid by the Company or the Members electing to Subparagraph 6.02(apurchase the Membership Interest(s) (“Purchasing Members”), such appraiser will as the case may be, by either of the following methods, each of which may be chosen on selected separately by the basis of objectivity and competence, not on the basis of such appraiser's relationship with the other appraisers Company or the parties to this Agreement.Purchasing Members:

Option Purchase Price. The purchase price for the purchase (i) As promptly as possible following receipt of the Ground Lease Property pursuant to the Ground Lease Purchase Option (the "Ground Lease Option Price") shall be the price that would be agreed upon between a willing buyer, under no compulsion to buy and a willing seller, under no compulsion to sell, for unimproved land comparable in size and location to the Land, exclusive of any Improvements, at the time of Ground Lessee's exercise of the Ground Lease Purchase Option and taking into consideration, among other relevant factors, the condition of the Land and the encumbrances affecting the title to the Land at the time of the exercise of the Option. If Ground Lessor and Ground Lessee cannot agree upon such price within seven (7) days after the Option Exercise Notification DateNotice, AmTrust will deliver to the Ground Lease Option Price shall be determined as follows: (a) Not later than fourteen (14) days after Company for its review and approval AmTrust’s determination, in reasonably sufficient detail, of the Option Exercise Notification Date, Ground Lessor Purchase Price for each Insurance Carrier and Ground Lessee each any information or workpapers used in making its determination. The Company shall appoint have a real estate appraiser familiar with properties in the vicinity period of the Land and shall notify the other party of its appointment. If the two appraisers agree upon the Ground Lease Option Price within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lessee. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers shall appoint a third real estate appraiser familiar with properties in the vicinity of the Land. Immediately after such appointment (and in no event later than thirty (30) days after following receipt of the proposed Option Purchase Price from AmTrust (the “Review Period”) to review such information. During the review period, the Company and its representatives shall have reasonable access (during normal business hours and in a manner so as to not interfere with the normal business operations) to the books and records, personnel, historical financial information and work papers of the Insurance Carriers to the extent that they relate to the proposed Option Purchase Price as the Company may reasonably request. If the Company disputes AmTrust’s determination of the Option Exercise Notification DatePurchase Price (or any component thereof), each prior to the expiration of the first two appraisers Review Period, the Company will submit his/her best estimate provide AmTrust with written notice (a “Dispute Notice”) setting forth, in reasonably sufficient detail, the basis for such dispute and any information or workpapers used in making its determination. Failure to provide a Dispute Notice within the Review Period shall be deemed to be acceptance of the Ground Lease Option Price, together with Purchase Price by the Company. (ii) If the Company delivers a written report supporting such estimate, to the third appraiser. Not later than thirty-five (35) days after the Option Exercise Notification DateDispute Notice, the third appraiser Company and AmTrust will select use good faith efforts during the estimate ten (10) day period following receipt by AmTrust of the Ground Lease Option Price he/she concludes Dispute Notice (as the same may be extended by mutual agreement of the Company and AmTrust, the “Resolution Period”) to be mutually resolve the closest to the definition thereof matters set forth in the first sentence of this Paragraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground LesseeDispute Notice. (biii) If a third appraiser must be chosen pursuant the Company and AmTrust are unable to Subparagraph 6.02(a) and mutually resolve any disputes prior to the first two appraisers cannot agree upon the third appraiser within the prescribed time, either Ground Lessor or Ground Lessee may require each expiration of the first two appraisers immediately Resolution Period, the Company and AmTrust shall submit such unresolved dispute(s) (the “Disputed Matters”), in writing, to submit its choice for an independent nationally recognized accounting firm (the third appraiser “Independent Accountant”) mutually agreed to by the American Arbitration Association Company and AmTrust to resolve the Disputed Matters ("AAA") in San Francisco, California for selection in accordance with the then rules of said association within thirty-five (35) days after the Option Exercise Notification Dateand only such matters). If such a procedure is necessary to appoint the third appraiser, then (i) the deadline for the two appraisers to submit to the third appraiser their estimates of the Ground Lease Option Price and supporting report pursuant to Subparagraph 6.02(a) The Independent Accountant shall be not later than thirty-seven (37) days (rather than instructed to resolve such Disputed Matters within thirty (30) days) after days following the Option Exercise Notification Date date of submission for resolution (the “Dispute Resolution Period”). During the Dispute Resolution Period, the Company and (ii) AmTrust will cooperate with the deadline Independent Accountant, including providing the Independent Accountant with such information as may be reasonably requested in connection with resolving such Disputed Matters. In resolving any Disputed Matters, the Independent Accountant may not assign a value to any item greater than the greatest value for the third appraiser to select one of the two estimates pursuant to Subparagraph 6.02(a) shall be not later than forty-two (42) days (rather than thirty-five (35) days) after the Option Exercise Notification Date. (c) If such item claimed by either party or its appraiser fails less than the smallest value for such item claimed by either party. After affording the Company and AmTrust and their respective representatives the opportunity to comply with present their positions as to the procedures Disputed Matters (including deadlineswhich opportunity shall not extend for more than fifteen (15) set forth abovedays), then the other party's appraiser will determine Independent Accountant shall resolve all Disputed Matters in writing on the Ground Lease Option Price. (d) Ground Lessor and Ground Lessee each shall bear the expense basis of the appraiser appointed standards and guidelines agreed to by itthe parties. Absent manifest error, the determination of the Disputed Matters by the Independent Accountant shall be final, conclusive and binding upon the Company and AmTrust and their respective Affiliates. For the avoidance of doubt, the Independent Accountant will act as an expert (and not as an arbitrator) for the limited purpose of determining the specific Disputed Matters, and such determination shall be based solely on the written submissions of the Company and AmTrust and the respective representative and not by independent review. Without limiting the generality of the foregoing, the Independent Accountant will not take into account usage, custom or other extrinsic factors, except as required by express provisions of this Agreement or as otherwise expressly agreed to in writing by the Company and AmTrust, and shall not conduct or hear ex parte conferences, oral examinations, testimony, depositions, discovery or other forms of evidence gathering or hearings. The Company shall be responsible for the fees, costs and expenses of the third appraiser Independent Accountant; provided that if the Independent Accountant finally determines that the disputed amounts are, in the aggregate, at least $5,000,000 lower than the amounts initially proposed by AmTrust, such fees, costs and expenses of the AAA will Independent Accountant shall be shared equally by Ground Lessor the Company and Ground LesseeAmTrust. (e) All appraisers selected for the appraisal process set out in this Paragraph 6.02 will be disinterested, reputable, qualified real estate appraisers with the designation of MAI or equivalent and with at least five (5) years experience in appraising properties comparable to the Land. If a third appraiser must be chosen pursuant to Subparagraph 6.02(a), such appraiser will be chosen on the basis of objectivity and competence, not on the basis of such appraiser's relationship with the other appraisers or the parties to this Agreement.