HomeMy WebLinkAbout0549 Assets.. The amount and terms of the purchase price shall be
as mutually agreed upon by the Purchasing Partners and
Selling Partners; provided, however, that if the Purchasing
Partners and Selling Partners are unable to reach such
mutual agreement, the Purchasing Partners' group and the
Selling Partners' group shall each promptly appoint an
appraiser to find the value of the equity of the Partnership
Assets for the purposes of a cash sale subject to existing
encumbrances and liabilities. If the two appraisers agree
upon the equity value of the Partnership Assets, they shall
jointly render a single written report of their opinion
thereon. If the two appraisers cannot agree upon the equity
value of the Partnership Assets, they shall each render a
separate written report and shall together appoint a third
appraiser, who shall-appraise the Partnership Assets and
shall render a written report of his opinion thereon. All -
appraisers appointed shall be qualified by experience and
~ ability to appraise the Partnership Assets; and the fees•and
other costs of each of the first two appraisers shall be
~ born by the group appointing each such appraiser, with-the
fees and other costs of the third appraiser being shared
equally by both such groups. The agreed equity value or
the equity value contained in the aforesaid joint written
report of the third appraiser, as the case may be, shall be
used to determine the purchase price of the Partnership
Interests of the Selling Partners (as if the Partnership
Assets were sold on the basis of such value and the net
proceeds thereof were distributed among the Partners in
accordance with the provisions of Section 12.4 hereof);
provided, however, that if the value of the equity contained
in the appraisal report of the third appraiser is more than
the higher of the first two appraisers, the higher of the
first two appraisals shall govern; and provided, further,
that if the value of equity contained in the appraisal
report of the third appraiser is less than the lower of the
first two appraisal, the lower of the first two appraisals
shall govern. Within sixty (60) days after the final written
report (as aforesaid) has been rendered, the Purchasing
Partners shall give notice to the Selling Partners of their
decision as to the exercise of the aforesaid option. -Such
option is granted to all Purchasing Partners, r~ orata in
proportion to their respective Units of Partnership Interest,
or in such other proportion as they may otherwise agree
~ upon. If such option is exercise, settlement shall be held
~ within thirty (30) days from the date of such exercise.
Unless.ot~herwise mutually-agreed upon by the Purchasing
Partners and the Selling Partners, the terms of payment of
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