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<br />DEFINITION OF MARKET VALUE <br /> <br />Market Value means the most probable price which a property should bring in a competitive and <br />open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently <br />and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this <br />definition is the consummation of a sale as of a specified date and the passing of title from seller <br />to buyer under conditions whereby: <br /> <br />(I) buyer and seller are typically motivated; <br /> <br />(2) both parties are well informed or well advised and acting in what <br />they consider their own best interest; <br /> <br />(3) a reasonable time is allowed for exposure to the open market; <br /> <br />(4) payment is made in terms of cash in U.S. dollars or in terms of <br />financial arrangements comparable thereto; and <br /> <br />(5) the price represents a normal consideration for the property sold <br />unaffected by special or creative financing or sales concessions <br />granted by anyone associated with the sale. <br /> <br />QUINLIVAN APPRAISAL <br /> <br />5 <br />