Common use of Purchase Price Determination Clause in Contracts

Purchase Price Determination. (i) The Offer Notice shall include Lessee's fair market value offer price. Lessor shall notify Lessee within ten (10) business days after Lessor's receipt of the Offer Notice either that (i) Lessor accepts Lessee's offer price as the fair 57 66 market value of the Facility Shell or (ii) Lessor rejects Lessee's offer price. If Lessor rejects Lessee's offer price, the fair market value of the Facility Shell shall be determined in accordance with the provisions of subsection (ii) below. (ii) If Lessor rejects Lessee's determination of the fair market value of the Facility Shell, Lessor and Lessee shall, for a period of twenty (20) days, negotiate in an effort to determine the fair market value of the Facility Shell. If Lessee and Lessor are unable mutually to agree on the fair market value within such twenty (20) day period, Lessee and Lessor shall each within twenty (20) days thereafter appoint an appraiser. Each appraiser, within thirty (30) days of their appointment, shall make an independent determination of the fair market value of the Facility Shell. If the two appraisers so appointed agree on the fair market value of the Facility Shell, the fair market value shall be the amount determined by them. If the two appraisers so appointed do not agree on the fair market value of the Facility Shell, but if the difference between the fair market values determined by such appraisers is not more than five percent (5%) of the lower of the two appraisals, the fair market value of the Facility Shell shall be an amount equal to the quotient obtained by dividing the sum of the fair market values determined by such appraisers by two (2). If the two appraisers so appointed do not agree on the fair market value of the Facility Shell, and if the difference between the fair market value determined by such appraisers is more than five percent (5%) of the lower of the two appraisals, the two appraisers shall jointly appoint a third appraiser having the qualifications described below. If the two appraisers so appointed shall be unable, within thirty (30) days after their appointment, either to

Purchase Price Determination. (a) The aggregate purchase price for the Partnership Interests is equal to the sum of (i) The Offer Notice shall include Lessee's fair market value offer price. Lessor shall notify Lessee within ten (10) business days after Lessor's receipt of the Offer Notice either that (i) Lessor accepts Lessee's offer price as the fair 57 66 market value of the Facility Shell or 115,552,166.00, plus (ii) Lessor rejects Lessee's offer price. If Lessor rejects Lessee's offer pricethe Post Closing Net Cash Amount, minus (iii) the fair market value Indebtedness as of immediately prior to the Facility Shell shall Closing, minus (iv) all reasonably estimable Liabilities, minus (v) all Seller Expenses, minus (vi) the Equipment Adjustment, if any, minus (vii) the Laundry Lease Adjustment, if any (the “Purchase Price”). (b) The Purchase Price will be determined allocated among the Sellers pro rata in accordance with the provisions of subsection each Seller’s Fraction set forth in Schedule 2.01. Within ninety days (ii) below. (ii) If Lessor rejects Lessee's determination of the fair market value of the Facility Shell, Lessor and Lessee shall, for a period of twenty (20) days, negotiate in an effort to determine the fair market value of the Facility Shell. If Lessee and Lessor are unable mutually to agree on the fair market value within such twenty (20) day period, Lessee and Lessor shall each within twenty (2090) days thereafter appoint an appraiserafter the Closing Date, Buyer will deliver to the Seller’s Representative a closing statement, which shall set forth the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment (the “Closing Statement”). Each appraiser, within thirty (30) days of their appointment, shall The Buyer will make an independent determination of available to the fair market value of Sellers’ Representative all records and work papers used in preparing the Facility ShellClosing Statement that are reasonably necessary for the Sellers’ Representative to confirm the Buyer’s computations therein. If the two appraisers so appointed agree on Sellers’ Representative disagrees with the fair market value of calculations contained in the Facility ShellClosing Statement, the fair market value shall be the amount determined by them. If the two appraisers so appointed do not agree on the fair market value of the Facility Shell, but if the difference between the fair market values determined by such appraisers is not more than five percent (5%) of the lower of the two appraisals, the fair market value of the Facility Shell shall be an amount equal to the quotient obtained by dividing the sum of the fair market values determined by such appraisers by two (2). If the two appraisers so appointed do not agree on the fair market value of the Facility Shell, and if the difference between the fair market value determined by such appraisers is more than five percent (5%) of the lower of the two appraisals, the two appraisers shall jointly appoint a third appraiser having the qualifications described below. If the two appraisers so appointed shall be unableSellers’ Representative may, within thirty (30) days after their appointmentreceipt of the Closing Statement, either deliver a written notice (an “Objection Notice”) to the Buyer setting forth the Sellers’ Representative’s computation of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment as the case may be, and information, arguments and support for such computation. If the Buyer has not received an Objection Notice within thirty (30) days after the Sellers’ Representative has received the Closing Statement, then the parties will be deemed to have agreed to the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment as set forth in the Closing Statement. The Buyer and the Sellers’ Representative will attempt, in good faith, to resolve any disputes, as set forth in the Objection Notice, as to the computation of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment. If the Buyer and the Sellers’ Representative do not achieve final resolution within twenty (20) days after the Buyer has received the Objection Notice, then the Buyer and the Sellers will retain Ernst & Young LLP (the “Accountant”) to resolve any remaining disputes. The Accountant will consider only those items and amounts in the Closing Statement set forth in the Objection Notice which the Buyer and the Sellers’ Representative are unable to resolve. The Buyer and the Sellers’ Representative shall each make a submission to the Accountant within twenty (20) days after the Accountant’s engagement, which submission shall contain a computation of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment and information, arguments, and support for such computation. The Accountant shall review such submissions and base its determination solely on such submissions (without an independent review). In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value for such item claimed by the Buyer or the Sellers’ Representative or less than the smallest value for such item claimed by the Buyer or the Sellers’ Representative. The Accountant’s determination will be based on the definitions of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment in this Agreement. The determination of the Accountant will be conclusive and binding upon the parties. The Accountant shall reach a decision not later than six (6) months after a dispute is submitted to it. The costs of such Accountant’s review (including reasonable attorney’s fees of counsel providing a legal opinion to, and at the request of, the Accountant, if any) shall be borne 50% by Buyer and 50% by Sellers.

Purchase Price Determination. (a) For purposes of the Closing, the Partnership shall make a good faith estimate of (i) The Offer Notice the Balance Sheet as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Balance Sheet”), (ii) the Aggregate Purchase Price as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate Purchase Price”), (iii) the Transaction Costs as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Transaction Costs”), (iv) the Aggregate Exercise Price as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate Exercise Price”), (v) the Aggregate GP Merger Consideration as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate GP Merger Consideration”), (vi) the Aggregate Partnership Merger Consideration as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate Partnership Merger Consideration”), (vii) the Aggregate Phantom Units Amount, and (viii) the Aggregate Transaction Bonus Amount (the “Estimated Transaction Bonus Amount”), each of which shall include Lessee's fair market value offer pricebe based upon the most recent ascertainable financial information of the Partnership and its Subsidiaries. Lessor shall notify Lessee within ten No less than three (103) business days after Lessor's receipt of prior to the Offer Notice either that (i) Lessor accepts Lessee's offer price as the fair 57 66 market value of the Facility Shell or (ii) Lessor rejects Lessee's offer price. If Lessor rejects Lessee's offer priceClosing, the fair market value of Partnership will deliver to MergerCo and Parent an Estimated Purchase Price Certificate (the Facility Shell shall be determined “Estimated Purchase Price Certificate”) in the form attached as Exhibit C and prepared in accordance with the provisions principles set forth in Section 1.1(a) of subsection (ii) belowthe Disclosure Letter, setting forth the Estimated Balance Sheet, the Estimated Aggregate Purchase Price, the Estimated Current Assets, the Estimated Liabilities, the Estimated Transaction Costs, the Estimated Aggregate Exercise Price, the Estimated Aggregate GP Merger Consideration, the Estimated Aggregate Partnership Merger Consideration, the Aggregate Phantom Unit Amount and the Estimated Transaction Bonus Amount, and the Partnership will consider in good faith any comments of Parent thereon. For purposes of determining the Estimated Aggregate Purchase Price before a final determination of the Aggregate Purchase Price, Closing Date Current Assets, Closing Date Liabilities, the Aggregate Transaction Bonus Amount and Closing Date Transaction Costs in accordance with Section 3.4(b), Aggregate Purchase Price shall be calculated and paid using the Estimated Current Assets, the Estimated Liabilities, and the Estimated Transaction Costs. (iib) If Lessor rejects Lessee's determination of The Surviving Partnership shall cause to be prepared and shall deliver to the fair market value of the Facility Shell, Lessor and Lessee shall, for a period of twenty Titan Representative within seventy-five (20) days, negotiate in an effort to determine the fair market value of the Facility Shell. If Lessee and Lessor are unable mutually to agree on the fair market value within such twenty (20) day period, Lessee and Lessor shall each within twenty (2075) days thereafter appoint an appraiserafter the Closing, a Closing Date Purchase Price Certificate (the “Closing Date Purchase Price Certificate”), which shall set forth the Closing Date Balance Sheet, the Aggregate Purchase Price, the Closing Date Liabilities, the Closing Date Current Assets, the Closing Date Transaction Costs, the Aggregate Transaction Bonus Amount and any other adjustments to the Aggregate Purchase Price, the Aggregate GP Merger Consideration and the Aggregate Partnership Merger Consideration occurring as a result of adjustments to the amounts set forth in the Estimated Purchase Price Certificate, together with a description in reasonable detail of each such adjustment and the facts and circumstances supporting such adjustments. Each appraiser, within The Titan Representative shall have thirty (30) days of their appointment, shall make an independent determination following delivery of the fair market value of Closing Date Purchase Price Certificate to review any adjustments to the Facility Shell. If amounts set forth in the two appraisers so appointed agree on Estimated Purchase Price Certificate, and if, in the fair market value of the Facility ShellTitan Representative’s opinion, the fair market value shall be the amount determined by them. If the two appraisers so appointed do not agree on the fair market value of the Facility ShellClosing Date Purchase Price Certificate, but if the difference between the fair market values determined by such appraisers is not more than five percent (5%) of the lower of the two appraisals, the fair market value of the Facility Shell shall be an amount equal and any other adjustments to the quotient obtained by dividing amounts set forth in the sum Estimated Purchase Price Certificate were not prepared in accordance with the definitions thereof or were otherwise calculated in a manner inconsistent with the terms of this Agreement, then the fair market values determined by Titan Representative shall, within such appraisers by two (2). If 30-day period, deliver to the two appraisers so appointed do not agree on Surviving Partnership written proposed adjustments to the fair market value of the Facility ShellClosing Date Balance Sheet, and if the difference between the fair market value determined by such appraisers is more than five percent (5%) of the lower of the two appraisals, the two appraisers shall jointly appoint a third appraiser having the qualifications described below. If the two appraisers so appointed shall be unable, within thirty (30) days after their appointment, either toany