Common use of Valuation Process Clause in Contracts

Valuation Process. In the event that the MMC or Members cannot agree on the Agreed Value of any non-cash asset where agreement is required, the Agreed Value shall be determined according to the valuation process (“Valuation Process”) as described in this Section 14.4. XTO Energy and Morningstar shall each timely designate an appraiser to determine the price at which a willing seller would sell and a willing buyer would buy the asset, free and clear of all liens or other liabilities, substantially as an entirety (and as applicable, as part of a going concern) in a single arm’s-length transaction for cash, without time constraints and without being under any compulsion to buy or sell. If the two appraisers’ value determinations vary by less than ten percent (10%) of the higher determination, the Agreed Value shall be the average of the two determinations. If such determinations vary by ten percent (10%) or more of the higher determination, the two appraisers shall promptly designate a third appraiser. The Agreed Value shall be equal to the middle of the three determinations. Each appraiser selected pursuant to this Agreement shall be an independent investment banking firm or other independent qualified Person with prior experience in appraising the relevant assets and that is not an Affiliate of, employed by or otherwise related to any Member or owner of any Member.