Appraisal. The Mortgage File contains either # an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by [[Organization C:Organization]], who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae, Freddie Mac or FHA and Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated or # a property inspection waiver.

Vessel Appraisal. On or before February 15, 2019, Administrative Borrower and the other Loan Parties hereby covenant and agree to deliver to the Administrative Agent and Collateral Agent (and their respective agents, representatives and consultants) Vessel Appraisals of the ABL Priority Collateral Vessels.

Appraisal(s). The Administrative Agent shall have received an appraisal of the Borrowers’ Inventory from one or more firms satisfactory to the Administrative Agent, which appraisal shall be satisfactory to the Administrative Agent in its sole discretion.

Each party represents and warrants to the other party that the information provided by such party to American Appraisal Company, Inc. in connection with its assessment of the remaining useful life and fair value of the Facility as of December 31, 2008 was true and accurate. ​ agrees that if reassessment of the remaining useful life and fair value of the Facility is reasonably required on future occasions, ​ will reasonably cooperate with HECO, at HECO’s sole cost and expense, in performing or obtaining such reassessment.

No Exercise of Appraisal Rights. Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights, including pursuant to [Section 262] of the DGCL, in respect of such Stockholder’s Subject Shares that may arise in connection with the Offer or the Merger.

“Current Appraisal” means, at any time, the then most recent Inventory appraisal report received by the Administrative Agent in accordance with this Agreement. As of the Closing Date, the final Inventory appraisal report (including the supplements thereto) that is referred to in the definition of “Initial ABL Inventory Appraisal” constitutes the Current Appraisal.

No Exercise of Appraisal Rights; Actions. To the extent a Shareholder is found to have a right to demand appraisal of any of its Subject Shares or a right to dissent from the transactions contemplated by the Purchase Agreement (collectively, “Appraisal Rights”), such Shareholder # waives and agrees not to exercise any such Appraisal Rights (including, without limitation, under Section 607.1302 of the Florida Business Corporation Act); # agrees not to commence, participate in or voluntarily aid in any way any claim or proceeding to seek (or file any petition related to) Appraisal Rights in connection with the transactions contemplated by the Purchase Agreement; and # agrees not to commence or join in, and agrees to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Buyer or any of its successors # challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or # alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Purchase Agreement or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in this Section 4.2 shall constitute, or be deemed to constitute, a waiver or release by the Shareholder of any claim or cause of action against Buyer to the extent arising out of a breach of this Agreement by Buyer.

payments or distributions to satisfy dissenters’ or appraisal rights, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of assets (other than with respect to the Transactions) that complies with [Section 6.03];

“Intellectual Property Availability” means, commencing upon the date that the first Acceptable Appraisal of Intellectual Property is received by Agent after the Amendment No. 10 Effective Date in accordance with the terms of this Agreement, the amount equal to the lesser of: # twenty-five percent (25%) of the appraised fair market value of the Eligible Intellectual Property as set forth in the most recent Acceptable Appraisal thereof received by Agent after the Amendment No. 10 Effective Date in accordance with the terms of this Agreement, and # ​; provided, that, the Intellectual Property Availability shall be permanently reduced by an amount equal to ​ on the first day of the first month after the first Acceptable Appraisal of Intellectual Property is received by Agent after the Amendment No. 10 Effective Date in accordance with the terms of this Agreement and on the first day of each month thereafter until the Intellectual Property Availability is reduced to zero.

Value: # for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis (it being understood that Borrowers’ consolidated financial statements may be prepared on a last-in, first-out basis with respect to raw materials, with applicable reserves related thereto), and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and # for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person. Initially, Value shall be based on the ​ Inventory appraisal, but a new Inventory appraisal shall be done as of ​ upon which Inventory shall be valued thereupon and thereafter until a subsequent Inventory appraisal is completed pursuant hereto.

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

“Net Recovery Percentage” means the fraction, expressed as a percentage # the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of Eligible Inventory at such time on a “net orderly liquidation value” basis as set forth in the most recent Acceptable Appraisal of inventory received by Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets and # the denominator of which is the original cost of the aggregate amount of the Eligible Inventory subject to such Acceptable Appraisal.

Borrower acknowledges and agrees that by accepting or approving anything required to be observed, performed, fulfilled, or given to Lender pursuant to this Agreement or any of the Loan Documents, including any certificate, financial statement, appraisal, statement of profit and loss, or other financial statement, survey, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision, or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty or representation to anyone with respect thereto by Lender.

SECTION # Appraisals. At any time that the Administrative Agent requests, each Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall solely be responsible for the costs and expenses of two (2) Inventory appraisals during the 12-month period occurring after the Effective Date, and the Loan Parties shall solely be responsible for the costs of expenses of one (1) Inventory appraisal during each 12-month period occurring thereafter; provided, further, that the Loan Parties shall be responsible for the costs and expenses of one (1) additional Inventory appraisal during any 12-month period if, at any time during such period, Availability falls below the greater of # ​ or # 40% of the lesser of the # Aggregate Revolving Commitment or # Borrowing Base; and provided, further, that a single appraisal shall consist of an appraisal of each of the Borrowers’ and their Subsidiaries’ Inventory. Notwithstanding the foregoing, the Loan Parties shall be responsible for the costs and expenses of any and all Inventory appraisals conducted while an Event of Default has occurred and is continuing.

Your salary will be reviewed on an annual basis by the Board and or a committee of the Board in line with the Syneos Health Annual Appraisal, but you have no contractual right to a yearly increase.

“RE Addition Amount” means the Appraised Value of Additional Real Property determined as of the applicable RE Addition Date based on a Real Property Appraisal dated not earlier than six months prior to such RE Addition Date.

“RS Addition Amount” means the Appraised Value of Additional Rolling Stock determined as of the applicable RS Addition Date based on a Rolling Stock Appraisal dated not earlier than six months prior to such RS Addition Date.