If both appraisers timely submit proper valuation reports, and their FMV determinations vary by 10% or less, FMV shall be equal to the average of the two FMV determinations.
If only one appraiser timely submits a proper valuation report, its FMV determination shall be final, binding and conclusive for purposes of this Agreement.
The designation of the First Appraiser shall be approved by a majority of the members of the Board of Trustees of the REIT, which majority must include a majority of “ independent” trustees, as defined in the REIT’s Bylaws. The First Appraiser and the Second Appraiser each shall separately determine FMV in accordance with this Section 3.1(a) and shall provide a detailed written valuation report to each of Optionor and USI within 20 days after the last day for designating the Second Appraiser. If Optionor fails to timely designate the Second Appraiser, FMV shall be determined by the First Appraiser. Optionor then shall have 10 days after receiving such notice to designate a second appraiser (the “Second Appraiser”) by written notice to USI. In the Exercise Notice, USI shall designate an appraiser (the “ First Appraiser”) to determine FMV for such Option Property.
“FMV” for purposes of this Section 3.1 shall mean the price at which a willing buyer would buy, and a willing seller would sell, such Option Property in an arms- length transaction assuming such Option Property is sold in an orderly disposition on the terms (other than purchase price) set out in this Agreement and each of the buyer and seller are aware of, and take into account, all relevant factors which exist at the time.
#Define noi plus#
Net operating income shall mean net income for the Option Property plus interest expense, loan procurement amortization expense ( if applicable), depreciation, management fees to related parties/ general and administrative (if applicable)(and, in each case, otherwise in a manner consistent with the manner in which net operating income was determined for purposes of the disclosure in the prospectus for USI’s initial public offering). Annualized NOI means the net operating income for the Option Property for the three months immediately prior to the month in which the Exercise Notice is delivered multiplied by 4.
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