Common use of Valuation Process Clause in Contracts

Valuation Process. In connection with the repurchase of Management Capital Units or Management Carry Units hereunder, the Company and the terminated Executive shall in good faith seek to reach agreement as to the fair market value of the Company (the "Fair Market Value") and any such agreed upon value shall be the Fair Market Value of the Company for purposes of this Section 4.09. If the terminated Executive and the Company are unable to reach agreement within a fifteen (15) day period, the Fair Market Value of the Company shall be determined by an appraisal process and the Company and the terminated Executive shall, within three (3) business days after the expiration of such 15-day period, each select an independent, non-affiliated investment banking or brokerage firm of recognized national standing and having not less than five (5) years of experience in business appraisals and valuations in the television broadcasting industry (each an "Independent Appraiser"). Within twenty (20) days after selection, each Independent Appraiser shall prepare and deliver to the Company and the terminated Executive an appraisal of the Fair Market Value of the Company in accordance with the terms set forth below and, in the absence of manifest error or fraud and so long as the lower appraisal is no less than 90% of the higher appraisal, the two appraisals shall be averaged and the result of such appraisal shall be the Fair Market Value of the Company. If the lower appraisal is less than 90% of the higher appraisal, the Independent Appraisers shall, within three (3) business days thereafter choose a third Independent Appraiser who shall deliver its own appraisal of the Fair Market Value of the Company, within twenty (20) days thereafter. The two appraisals that are closest in value shall then be averaged and the result shall, in the absence of manifest error or fraud, be the Fair Market Value of the Company (unless the third appraisal is equal to the average of the first two appraisals, in which case it shall be the Fair Market Value of the Company). All appraisals hereunder will appraise the Fair Market Value of the Company (i) as a going concern and without regard to the lack of marketability or illiquidity of the Company's securities or other considerations relating to the nonpublic status of the Company's securities, (ii) on the basis of what a willing buyer, with recourse to any necessary financing, would pay to a willing seller who is under no compunction to sell, (iii) assuming a form of transaction which will maximize such value and (iv) taking into account the current and anticipated developments in the regulatory environment. The Company and the terminated Executive shall bear all costs of their respectively chosen Independent Appraisers and, in the event a third appraisal is conducted in accordance with the terms of this Section 4.09, the costs of such third appraisal shall be shared equally by the Company and the terminated Executive. Once the Fair Market Value of the Company has been established in the foregoing process, the Chief Financial Officer for the Company or its independent public accountants shall determine the amounts that would be payable on the Management Capital Units and/or the Management Carry Units being repurchased if the Company were to be liquidated in a hypothetical liquidation resulting in net proceeds equal to the Fair Market Value of the Company and such proceeds were used to satisfy any Indebtedness and other liabilities and obligations of the Company and applied as set forth in the distribution provisions under Section 5.04. The amounts that would be so payable in respect of any Management Capital Units and/or Management Carry Units shall be the "Fair Market Value" of the Management Capital Units and the "Vested Carry Equity Value" of the Vested Carry Units, respectively.

Valuation Process. In connection with The Membership Value of a terminated Member shall be determined as set forth below. (a) Promptly following the repurchase delivery of Management Capital Units or Management Carry Units hereundera Purchase Notice as provided in Section 8.3.2 above, the Company and Members shall endeavor to agree upon the terminated Executive shall in good faith seek to reach agreement as to the fair market value of the Company (the "Fair Market Value") and any such agreed upon value shall be the Fair Market Membership Value of the Company for purposes of this Section 4.09a terminated Member. If the terminated Executive and the Company are unable to reach agreement parties cannot so agree within 10 days after any request for such a fifteen (15) day period, the Fair Market Value of the Company shall be determined by an appraisal process and the Company and the terminated Executive shalldetermination, within three (3) business 10 days after the expiration of such 10-day period, CBREI and Investors each shall appoint, by notice given to the other, a single Qualified Appraiser. Within 45 days after designation of the last Qualified Appraiser to be designated within the time limits specified in Section 8.5(b), each such Qualified Appraiser shall submit to CBREI and Investors an appraisal of the Membership Value of the terminated Member. (b) In the event that either party fails to designate a Qualified Appraiser within the 10-day period described above or in the event that a Qualified Appraiser so designated fails to submit its appraisal within the required 45-day period, and if such failure continues for 10 days after notice of such failure from the other party, such failure shall be deemed for all purposes to constitute acceptance of the appointed Qualified Appraiser’s timely appraisal for the determination of the Membership Value of the terminated Member. If two Qualified Appraisers are appointed and deliver reports in timely fashion and if the Membership Value of the terminated Member set forth in the appraisals of the two Qualified Appraisers varies by 5% or less of the greater value, the Membership Value of the terminated Member shall be determined by calculating the average of the two values determined by the two appraisers. (c) If the Membership Values set forth in the two appraisals vary by more than 5% of the greater value, the two Qualified Appraisers shall select a third Qualified Appraiser within 15 days after delivery of such two appraisals to CBREI and Investors. If the two appraisers are unable to agree upon the appointment of a third appraiser within the required 15-day period, each select an independenteither CBREI or Investors may, non-affiliated investment banking upon written notice to the other, request that such appointment be made by any judge sitting for a state or brokerage firm Federal court of recognized national standing and having not less than five (5) years of experience in business appraisals and valuations competent jurisdiction in the television broadcasting industry City and County of Los Angeles, California. (each an "Independent Appraiser"). Within twenty (20d) days after selection, each Independent Appraiser shall prepare and deliver to In the Company and event that all three of the appraisers cannot agree upon the Membership Value of the terminated Executive Member within 20 days following the selection of the third appraiser (which agreed value shall in no event be higher than the higher of the two appraisals previously submitted nor lower than the lower of such appraisals), the third appraiser shall, within 25 days thereafter, submit an appraisal of Membership Value to the Fair Market other two appraisers and to the Members in writing, and the Membership Value of the Company in accordance with the terms set forth below and, in the absence of manifest error or fraud and so long as the lower appraisal is no less than 90% of the higher appraisal, the two appraisals terminated Member shall be averaged and the result of such appraisal shall be the Fair Market Value of the Company. If the lower appraisal is less than 90% of the higher appraisal, the Independent Appraisers shall, within three (3) business days thereafter choose a third Independent Appraiser who shall deliver its own appraisal of the Fair Market Value of the Company, within twenty (20) days thereafter. The two appraisals that are closest in value shall then be averaged and the result shall, in the absence of manifest error or fraud, be the Fair Market Value of the Company (unless the third appraisal is equal to determined by calculating the average of the first two appraisalsnumerically closest values (or, in which case it shall be if the Fair Market Value values are equidistant, the average of all three values) determined by the three appraisers. (e) In the event that any appraiser appointed hereunder resigns, refuses or is unable to perform his or her obligation hereunder for reasons unrelated to the acts or omissions of the Company). All appraisals hereunder will appraise appointing party, then the Fair Market Value of party or the Company (i) as appraisers appointing such appraiser shall have the right unilaterally to appoint a going concern and without regard to the lack of marketability or illiquidity of the Company's securities or other considerations relating to the nonpublic status of the Company's securities, (ii) on the basis of what a willing buyer, with recourse to any necessary financing, would pay to a willing seller who is under no compunction to sell, (iii) assuming a form of transaction which will maximize such value and (iv) taking into account the current and anticipated developments in the regulatory environment. The Company substitute Qualified Appraiser and the terminated Executive shall bear all costs of their respectively chosen Independent Appraisers and, in deadline for the event a third appraisal is conducted in accordance with the terms of this Section 4.09, the costs production of such third Qualified Appraiser’s appraisal shall be shared equally by subject to an extension of not more than 15 days. (f) In connection with the Company and the terminated Executive. Once the Fair Market Value of the Company has been established in the foregoing appraisal process, the Chief Financial Officer for Member-Manager will provide the Company or its independent public accountants shall determine appraisers full access during normal business hours to examine the amounts that would be payable on Company’s assets and the Management Capital Units and/or the Management Carry Units being repurchased if the Company were books, records and files relating thereto and all agreements, leases and other operating agreements relating to be liquidated in a hypothetical liquidation resulting in net proceeds equal to the Fair Market Value such assets. The fees and expenses of the Company and such proceeds were used to satisfy any Indebtedness and other liabilities and obligations of the Company and applied as set forth in the distribution provisions under Section 5.04. The amounts that would be so payable in respect of any Management Capital Units and/or Management Carry Units Qualified Appraiser(s) shall be borne by the "Fair Market Value" of the Management Capital Units and the "Vested Carry Equity Value" of the Vested Carry Units, respectivelyterminated Member.

Valuation Process. In connection with order to determine the repurchase of Management Capital Units or Management Carry Units hereunder, the Company and the terminated Executive shall in good faith seek to reach agreement as to the fair market value of the Company (the "Fair Market Value") and any such agreed upon value shall be the Fair Market Value economic benefit of the Company jointly owned patent under subsection (A) above, for purposes a period of this Section 4.09twenty (20) days after notice from one Party to another Party, each of the Parties shall use good faith efforts to undertake to mutually agree upon the value of the economic benefit of the jointly owned patent. If the terminated Executive and the Company Parties are unable to reach agreement within a fifteen (15) mutually agree upon the value of the economic benefit of the jointly owned patent during such 20-day time period, the Fair Market Value of the Company shall be determined by an appraisal process and the Company and the terminated Executive shall, then within three ten (310) business days after the expiration of such 1520-day period, each the Parties shall use good faith efforts to select an independent, non-affiliated investment banking or brokerage firm of recognized national standing and having not less than five independent valuation expert (5the "Selected Valuation Expert") years of with experience in business appraisals LICENSEE'S industry to perform an independent valuation of the economic benefits of the jointly owned patent and valuations in such independent valuation shall be binding on the television broadcasting industry Parties hereto. If the Parties are unable to agree upon the Selected Valuation Expert within such 10-day period, then within ten (each an "Independent Appraiser"). Within twenty (2010) days after selectionthe expiration of such 10-day time period, each Independent Appraiser Party shall prepare and deliver to select one (1) independent valuation expert (collectively, the Company "Initial Experts") and the terminated Executive an appraisal Initial Experts shall mutually select one (1) independent valuation expert (the “Valuation Expert”) within ten (10) days of such request who shall independently perform the valuation of the Fair Market Value economic benefit of the Company jointly owned patent within thirty (30) days after the date of selection by the Initial Experts and such determination of the value of the economic benefit of the jointly owned patent shall be final and binding on the Parties. The costs and expenses incurred in accordance connection with the terms set forth below andindependent valuations performed by the Selected Valuation Expert, in the absence of manifest error or fraud Initial Experts and so long as the lower appraisal is no less than 90% Valuation Expert, if required, shall be borne equally by the Parties. If a Party fails to select an Initial Expert during such 10-day time period and the other Party has selected an Initial Expert within such 10-day time period, then the Initial Expert selected within such 10-day time period shall be deemed to be the Valuation Expert and shall perform the independent valuation of the higher appraisal, economic benefit of the two appraisals jointly owned patent within thirty (30) days after his or her selection and such independent valuation shall be averaged valid and the result of such appraisal shall be the Fair Market Value of the Company. If the lower appraisal is less than 90% of the higher appraisal, the Independent Appraisers shall, within three (3) business days thereafter choose a third Independent Appraiser who shall deliver its own appraisal of the Fair Market Value of the Company, within twenty (20) days thereafter. The two appraisals that are closest in value shall then be averaged and the result shall, in the absence of manifest error or fraud, be the Fair Market Value of the Company (unless the third appraisal is equal to the average of the first two appraisals, in which case it shall be the Fair Market Value of the Company). All appraisals hereunder will appraise the Fair Market Value of the Company (i) as a going concern and without regard to the lack of marketability or illiquidity of the Company's securities or other considerations relating to the nonpublic status of the Company's securities, (ii) binding upon on the basis of what a willing buyer, with recourse to any necessary financing, would pay to a willing seller who is under no compunction to sell, (iii) assuming a form of transaction which will maximize such value and (iv) taking into account Parties for the current and anticipated developments in the regulatory environment. The Company and the terminated Executive shall bear all costs of their respectively chosen Independent Appraisers and, in the event a third appraisal is conducted in accordance with the terms purposes of this Section 4.09, the costs of such third appraisal shall be shared equally by the Company and the terminated Executive. Once the Fair Market Value of the Company has been established in the foregoing process, the Chief Financial Officer for the Company or its independent public accountants shall determine the amounts that would be payable on the Management Capital Units and/or the Management Carry Units being repurchased if the Company were to be liquidated in a hypothetical liquidation resulting in net proceeds equal to the Fair Market Value of the Company and such proceeds were used to satisfy any Indebtedness and other liabilities and obligations of the Company and applied as set forth in the distribution provisions under Section 5.04. The amounts that would be so payable in respect of any Management Capital Units and/or Management Carry Units shall be the "Fair Market Value" of the Management Capital Units and the "Vested Carry Equity Value" of the Vested Carry Units, respectively20.

Valuation Process. In connection with the repurchase of Management Capital Units or Management Carry Units hereunder, the Company (i) If Buyers and the terminated Executive shall in good faith seek to reach agreement Sellers have not agreed as to the Post Closing Payment within the 20 days after delivery of Sellers' exceptions, then for 10 days either Buyers or Sellers will have the right to refer the matter for resolution by a Big "4" certified public accounting firm (the "Valuation Expert"), to be selected by accountants for Buyers and accountants for Sellers (the "Value Experts"), by giving notice to the other of their election to do so. Failure to provide notice of the exercise of the right to refer the matter for resolution to the Valuation Expert within such time will be deemed to be a waiver of such right and the Post-Closing Payment, as made, shall be deemed to be binding and conclusive on the parties. (ii) Within five business days after referring a matter to the Value Experts in accordance with Section 7.6(d), the Value Experts will select the Valuation Expert. Within five business days thereafter, Buyers and Sellers will deliver to each other and to the Valuation Expert a written notice setting forth in reasonable detail such party's position with respect to the amount and calculation of the Post-Closing Payment (each a "Decision Notice"). Within five business days after receiving the Decision Notices, the Valuation Expert will determine its best estimate of the fair market value of the Company (Conclusive Adjustment Amount and such amount will be averaged with the amount in the Decision Notice that is closest to such amount.Such amount determined in accordance with this Section 7.6(d) is the "Fair Market ValueConclusive Adjustment Amount." (iii) The Valuation Expert's decision will be in writing and will be final and binding upon the parties, and may be entered in any court of competent jurisdiction upon the application of any party. The party whose Decision Notice is not used in the averaging process will bear the Valuation Expert's expenses. Each party will bear the costs of its own counsel, witnesses (if any) and any such agreed upon value shall be employees. (iv) If the Fair Market Value Conclusive Adjustment Amount is different than the Post-Closing Payment, then, within two business days of the Company for determination of the Conclusive Adjustment Amount, Sellers (Buyers) will pay to Buyers (Sellers), as appropriate, an amount equal to the difference between the Post-Closing Payment and the Conclusive Adjustment Amount, together with interest thereon as provided herein during the period commencing on October 15, 2003 and continuing through but excluding the date the Conclusive Adjustment Amount is paid. For purposes of this Section 4.09. If the terminated Executive and the Company are unable to reach agreement within a fifteen (15) day period7.6(d)(iv), the Fair Market Value of the Company interest shall be determined by an appraisal process and calculated at the Company and the terminated Executive shall, within three "Prime Rate" (3) business days after the expiration of such 15-day period, each select an independent, non-affiliated investment banking or brokerage firm of recognized national standing and having not less than five (5) years of experience in business appraisals and valuations in the television broadcasting industry (each an "Independent Appraiser"). Within twenty (20) days after selection, each Independent Appraiser shall prepare and deliver to the Company and the terminated Executive an appraisal of the Fair Market Value of the Company in accordance with the terms set forth below and, in the absence of manifest error or fraud and so long defined as the lower appraisal is no less than 90daily prime rate of interest as published from time to time in The Wall Street Journal as being the base rate on corporate loans posted by at least 75% of the higher appraisal, the two appraisals shall be averaged and the result of such appraisal shall be the Fair Market Value of the Company. If the lower appraisal is less than 90% of the higher appraisal, the Independent Appraisers shall, within three (3nation's 30 largest banks) business days thereafter choose a third Independent Appraiser who shall deliver its own appraisal of the Fair Market Value of the Company, within twenty (20) days thereafter. The two appraisals that are closest in value shall then be averaged and the result shall, in the absence of manifest error or fraud, be the Fair Market Value of the Company (unless the third appraisal is equal to the average of the first two appraisals, in which case it shall be the Fair Market Value of the Company). All appraisals hereunder will appraise the Fair Market Value of the Company (i) as a going concern and without regard to the lack of marketability or illiquidity of the Company's securities or other considerations relating to the nonpublic status of the Company's securities, (ii) on the basis of what a willing buyer, with recourse to any necessary financing, would pay to a willing seller who is under no compunction to sell, (iii) assuming a form of transaction which will maximize such value and (iv) taking into account the current and anticipated developments in the regulatory environment. The Company and the terminated Executive shall bear all costs of their respectively chosen Independent Appraisers and, in the event a third appraisal is conducted in accordance with the terms of this Section 4.09, the costs of such third appraisal shall be shared equally by the Company and the terminated Executive. Once the Fair Market Value of the Company has been established in the foregoing process, the Chief Financial Officer for the Company or its independent public accountants shall determine the amounts that would be payable on the Management Capital Units and/or the Management Carry Units being repurchased if the Company were to be liquidated in a hypothetical liquidation resulting in net proceeds equal to the Fair Market Value of the Company and such proceeds were used to satisfy any Indebtedness and other liabilities and obligations of the Company and applied as set forth in the distribution provisions under Section 5.04. The amounts that would be so payable in respect of any Management Capital Units and/or Management Carry Units shall be the "Fair Market Value" of the Management Capital Units and the "Vested Carry Equity Value" of the Vested Carry Units, respectivelyplus 2 percentage points.