REA-ALC

STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

 This valuation assignment (the “Assignment”), as stated in the Agreement (the “Agreement”) between Reliant Equipment Appraisal LLC (the “Appraiser”) and the Client (collectively the “Parties”), is subject to the following assumptions and limiting conditions, as well as any other assumptions and/or limiting conditions contained in the Agreement, and any Intended User that relies on the information contained in the communication of the Assignment including, but not limited to, written communication (the “Report”)  (either partially or entirely) explicitly agrees to such assumptions and/or limiting conditions:

 GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

1. Acceptance and/or use of this Report constitutes acceptance of the following conditions, as well as any other conditions in the Agreement and/or in the Report to which this section is related. Terms utilized in the Agreement and/or Report shall have the same meaning herein, unless otherwise specifically noted.
2. This is a Restricted Appraisal Report. This prominent use notice limits the use of the report to the Client, and only Intended User; use of this report by others is not intended by the Appraiser. The report may not contain supporting rationale for all of the opinions and conclusions set forth in the report.
3. Facts relied upon in the Assignment including, but not limited to, Client, Intended User, Intended Use, Effective Date, etc. are identified in the Agreement and/or the Report. The results of this Assignment shall onlt be used by the Client and/or any Intended User as identified in the Agreement and Report. Use of this report by any other person or entity is strictly prohibited.
4. All of the facts, data, information and/or material to this appraisal assignment (“Facts & Data”) used to prepare this report, its forecasts, estimates, analysis, and projections, including those given to the Appraiser by the Client or Company and others associated with the Company (the “Information Provider”), are considered to be reliable but cannot be guaranteed to be accurate.
5. Facts & Data provided to the Appraiser have not been audited or verified for accuracy by the Appraiser. The accuracy and validity of the Facts & Data supplied to the Appraiser is the responsibility of the Information Provider,
6. All Facts & Data set forth in the report are accepted to be true and accurate and that the Information Provider of such Facts & Data has not knowingly withheld or omitted anything from the Appraiser that could affect the value estimate.
7. Information Provider has made the Appraiser aware of all relevant facts, data or other conditions that existed at the time of the valuation date, when such Facts & Data are, or should be known to the Information Provider. It is the responsibility of the Information Provider to provide the Appraiser with any additional Facts & Data of which the Information Provider becomes aware, in writing, either subsequent to an initial provision of such Facts and Data before the valuation report is completed, and/or subsequent to the completion of the valuation report. If the Appraiser learns of additional Facts & Data, other than those made available to the Appraiser by the Information Provider, either during the valuation assignment, or after completion of the valuation report, the Appraiser reserves the right to review, and potentially revise, all calculations and statements made within the report and revise his or her opinion based on the revelation of such additional Facts & Data. The Appraiser shall determine, at the Appraiser’s sole discretion, whether there will be an additional charge for revision of the valuation report due to any additional Facts & Data.
8. This report has been prepared for the stated purpose and function. It is not to be used or relied upon for any other purpose. This report is only valid as of the Effective Date identified herein. No events subsequent to the Effective Date have been taken into consideration.
9. The Appraiser reasonably disclaims liability for the analyses and opinions developed in this assignment and expressed in the Report, but should any such liability be determined by a court of competent jurisdiction, the extent of liability, in any way related to the Report, shall not exceed the amount paid to the Appraiser for the Assignment and, then, only to the Intended User.
10. The appraisal estimate of fair market value reached in this report is necessarily based on the definition of fair market value as defined in Section 1.8 Standard of Value: Fair Market Value. An actual transaction may be concluded at a higher value or lower value depending on the circumstances surrounding the company, the appraised business interest, or the motivations and knowledge of both the buyers and sellers at that time.
11. The Appraiser’s opinion of value in this Assignment has been developed on information, including the assumptions set forth herein, that have either been developed by the Appraiser in accordance with standard industry practice, in the course of research in this Assignment or presented by the Client. If these assumptions should change for any reason, the final valuation may change. The Appraiser reserves the right to make any adjustments considered necessary, in the event additional or more reliable data becomes available.
12. The Appraiser assumes that there are no hidden or unexpected conditions of the subject that would adversely affect value, other than as indicated in this report. The Appraiser has not knowingly withheld or omitted anything from the report that could affect the value estimate.
13. No opinion is intended to be expressed within the valuation for matters that require legal or other specialized expertise, investigation, or knowledge beyond that customarily employed by Appraisers valuing businesses. The Appraiser is not responsible for any losses incurred by the Company or those associated with the Company, legal, or tax matters relative to the valuation. All values are stated without any reverence to legal claims unless specifically stated.
14. The engagement for appraisal, consultation, or analytical service is fulfilled and the total fee is due and payable upon completion of the report. The Appraiser and/or employees of Reliant Equipment Appraisal, LLC are not obligated by reason of this report to provide testimony (expert or fact) before any court or commission, unless mutually agreeable arrangements are made for such testimony, including Appraiser’s fees, which are at the sole discretion of the Appraiser.
15. Possession of this report, or a copy thereof, does not carry with it the right of publication of all or part of it, nor may it be used for any purpose, other than stated herein by the Intended User(s), without the previous written authorization of the Appraiser. Every page of this report is copyrighted by Reliant Equipment Appraisal, LLC. Excerpts taken out of context of this report may be misleading or misconstrued.
16. Neither all nor any part of the contents of this report shall be disseminated to the public through advertising, public relations, news, sales, or other media without the prior written authorization of the Appraiser, which shall be at the sole discretion of the Appraiser.
17. The Appraiser will review any [Draft] Purchase Agreement or Letter of Intent to Purchase if such document was made available to the Appraiser, but the Appraiser is not an attorney and has only relied on this document to extract certain deal terms, such as Buyer, Seller, Price, Allocations, Sale Type and other clauses. Any further analysis is outside of the scope of work of this Assignment.  Similarly, a Lease may be reviewed only to determine the lease commencement and expiration dates, options to extend and approximate base or gross rental rates.  All leases are assumed to have annual rental rate increases as stated and are expected to have a total term (including options) as stated.
18. The Appraiser may rely on third party appraisal reports for estimated fair market values of real estate rent and/or fixed assets, if provided by the Information Provider. Where such values are used in this appraisal, no warranty is made with respect to these values. The Appraiser will attempt to only rely on USPAP compliant reports in which the Client is the Intended User – although Reliant Business Valuation, LLC is not an Intended User, the Client has authorized the Appraiser to utilize information from third party appraisal reports and therefore the Client assumes liability for the validity of such information. If values stated in relied-upon reports are incorrect, the resulting estimate of the value of the subject ownership interest may be affected.  If a USPAP compliant equipment appraisal was not available, the Appraiser has relied on the net book value of fixed assets, which may not be reflective of their actual fair market value.
19. Public information, purchased private information, and industry statistical information are from sources deemed to be reliable. The Appraiser does not make any representation as to the accuracy or correctness of such information beyond reason and has accepted the information as true without further investigation. Reliant Equipment Appraisal, LLC is not and does not claim to be a guarantor of value. The valuation of machinery and equipment is an imprecise science, with value being a question of fact and varying estimates of value. Reliant Equipment Appraisal, LLC has utilized conceptually sound and accepted approaches and techniques of valuation within the business valuation industry in determining the estimated value included in this report.
20. In no way is Reliant Equipment Appraisal, LLC or the Appraiser recommending that the Client offer financing to the borrower or Company, or that a potential buyer purchase the appraised property at a certain price. The Appraiser is only offering his or her opinion of value about the fair market value of the appraised property as of the Effective Date, and nothing further. No underwriting or analysis has been conducted on the borrower, as all buyers are assumed to be hypothetical buyers, according to the definition of fair market value stated in Section 1.8. By requesting and relying on this report, the Client agrees not to hold the Appraiser responsible for any future loan default. The Appraiser recommends that the Client and related parties obtain a second opinion to limit their liability or loss.
21. Matters of legal nature or tax consequences have not necessarily been considered in this report. The reader should consult a competent attorney or CPA for information and opinions in those areas.
22. Since the conclusions by the Appraiser are based upon judgments, isolation of any single element as the sole basis of comparison to the whole appraisal may be inaccurate.
23. All facts and data set forth in this report are true and correct to the best of the Appraiser’s knowledge.
24. The fee for this report is not contingent upon the values reported. There have been no guarantees associated with this fee.and no liability can be intimated or assumed in any manner.
25. In the event there is a need to revise the Report, the Appraiser reserves the right to do so at his or her sole discretion, and if the Report is so revised, the Client and/or any other Intended User(s) shall surrender any and all copies of this report to the Appraiser.
26. No consideration has been given to liens or encumbrances, which may be against the property.
27. Neither all nor any part of the contents of this report, or copy thereof, shall be reproduced for any purpose other than stated in the report, nor shall it be made available to the media, another Appraiser or anyone else without the written consent of the Appraiser.
28. Information, estimates and/or opinions furnished the Appraiser and contained in this report were obtained from sources considered reliable and believed to be true and correct, in accordance with appropriate valuation industry practices, and therefore the Appraiser is neither responsible nor liable for the accuracy of such information, estimates and/or opinions. No liability or responsibility is expressed for results from actions taken by anyone as a result of this report and the Appraiser has no accountability, obligation, or liability to any third party in regard to such information, estimates and/or opinions.
29. Any controversy arising out of or relating to this report shall be settled by arbitration in accordance with the Agreement. In the unlikely event that differences concerning our services or fees should arise, which are not resolved by mutual agreement, the Appraiser’s liability for this Assignment will be limited to fees paid.
30. The results of the Assignment and/or this Report shall not to be used for any purpose other than the Intended Use stated in the Report, unless the Appraiser specifically authorizes such use in writing, which authorization shall be at the sole discretion of the Appraiser.

MACHINERY & EQUIPMENT VALUATION ASSUMPTIONS AND LIMITING CONDITIONS

32. An appraisal of machinery and equipment is an estimate of value of such tangible personal property. When the Appraiser’s analysis is considered reasonable and proper under the definition of value, it has been expressed as a value estimate. When appropriate, the value estimate may have been expressed as a rounded number. As stated in Engineering Valuation and Depreciation, a textbook published by Iowa State University Press of Ames, Iowa, “All values are of the nature of forecast of events and are subject to the uncertainties of all prophecies.”
33. The valuation concept used in this Report is one chosen by the client and should not be considered a recommendation by the Appraiser as to what might result in any later application of the concept. Concept probability and/or feasibility are beyond the scope of the appraisal.  The user of the report is to determine the probability of occurrence.  The appraisal Assignment has been ordered to allow an opinion of value under the assumed set of circumstances, as requested and mutually agreed upon by the client and the Appraiser.
34. All titles are assumed to be good and marketable, unless otherwise stated. No investigations of titles to assets or searches for liens against appraised property have been made by the Appraiser and the stated ownership of the property has been assumed to be in valid Fee Simple ownership unencumbered by any liens or otherwise.
35. It is assumed that there are no regulations of any government entity to control or restrict the use of the property appraised, unless specifically referred to in the report, and that the property appraised will not operate in violation of any applicable government regulations, codes, ordinances, or statutes.
36. Hazardous substances, if present, can introduce an actual or potential liability that could adversely affect the marketability and value of tangible personal property. Such liability may be in the form of immediate recognition of existing hazardous conditions, or future liability that could stem from the release of currently non-hazardous contaminants. In the development of the opinion of value, no consideration was given to such liability or its impact on value unless specifically stated. The Appraiser has not taken into account any and all future environmental considerations and potential liability.
37. Physical condition in most instances has been determined by observation or indication by others. Any unknown conditions existing at the time of inspection could alter the value.  No responsibility is assumed for latent defects of any nature whatsoever which may affect value, nor for any expertise required to disclose such conditions.
38. For all appraisals subject to satisfactory completion, repairs, or alterations, or similar revisions, this report and value conclusions are contingent upon such completion, repairs, or alterations, or similar revisions, in a workmanlike manner.
39. In most cases, equipment is itemized, although certain areas require a group estimate, in which case the listings are shown in the quantity column as “lot.” This is usually applied in nominal value areas that require general descriptions for applications elsewhere, or in areas where difficulty of access for total description would have required additional time not justified by the items being valued.
40. It is assumed that all equipment has standard features commensurate with its normal operation. For instance, machine tools would include but not be limited to:  belt guards, foot pedals, magnetic or standard starters, switch-gear, safety equipment, wiring, piping and controls, electrical, pneumatic or hydraulic systems, or other peripheral items considered standard for operating the indicated model or type of equipment.  This type of detailed listing is not described for each machine due to repetition, time, cost, and description length within the listing.  An attempt is made, however, to indicate any non-standard features at an appropriate point within the study.
41. In many instances, the Appraiser is given information regarding machinery and equipment concerning repairs, accessories, condition, etc., which may or may not be verifiable by the Appraiser for a variety of reasons. In such cases, the Appraiser must rely on information provided him in searching for comparative data.  The Appraiser disclaims any responsibility if given erroneous information by any party.
42. Machinery and equipment Appraisers are called on for price evaluation and verification for equipment from many different fields of business. It is impossible for any Appraiser to be an authority in every field of machinery/equipment.  Therefore, the Appraiser has endeavored to use basic sound, accepted methodologies in any assignment (i.e., Cost Approach and Market Data Approaches).  Conversations with those dealing daily in a specific field were conducted, and all final evaluations are founded on prudence and best effort on the part of the Appraiser.  The final form of this report is made possible by omitting many details used in estimating, yet not considered essential to the report, and such information is contained in the Appraiser’s workfile.
43. The Appraiser has endeavored to use due diligence in all market comparisons. If possible, three comparisons of similar items sold usually provide substance for final value determination.  However, at times it is not possible to find any direct sales comparisons that have actually sold.  In these cases, the Appraiser has relied heavily on comments and testimony from sources considered reliable (dealers, auctioneers, manufacturers, wholesaler, etc.) in arriving at the final value estimate. That information has been developed in accordance with industry practice and is identified as such in the Report.
44. No additional values or appraisals have been made in regard to such intangibles as patents, rights to manufacture, trademarks, goodwill, going concern value, etc.
45. If the request has been for the Appraiser to accept values given by the principals, i.e., hard assets, fixtures, equipment, inventory, etc., then the assignment becomes hypothetical in nature unless the Appraiser has specifically certified the values of such assets in the report. If such hypothetical assumptions have been utilized in the Assignment, they have been identified in the Report as a “Hypothetical Condition”.
46. Nomenclature and identification of tangible assets are assumed by the Appraiser to be accurate, but no guarantee is made in this regard.
47. Description of items made a part of this report is believed correct. Any errors or omissions were unintentional and should not affect the value assignment. Description is made with the attempt of allowing reasonable identification although it may not allow specific item identification in all cases unless company number tagging is utilized. Examples of this would be in such areas as cabinets, shelving, file cabinets, various hand tools, and un-serialized equipment or equipment without justification for serial number search due to associated value and/or time consideration.  In some cases, identification numbers cannot be found.
48. In some cases, an Appraiser may indicate that certain equipment was observed in operation. This qualification is applicable only to specifically identified pieces of equipment and should not be construed that other equipment was not operable or under operation at the time of inspection.  Such identification could become extremely important in the future but is considered more of note “in passing” at the time of the on-site evaluation (if an a site visit was performed).
49. The subject equipment may or may not conform to OSHA standards (Occupational Safety & Health Administration). The sole responsibility for conforming rests with the owner of the subject equipment. The Appraiser is not responsible for neither determining nor conformance with OSHA standards. In the event OSHA standards apply to any subject machinery and/or equipment, the Appraiser has stated either an Extraordinary Assumption or a Hypothetical Condition, at the sole discretion of the Appraiser, that the subject conforms to OSHA standards. As a result, OSHA compliance does not affect the final estimate of value in the Report.. Any effect of OSHA compliance shall not be considered in the Assignment and it is the sole responsibility of the Client, any other Intended User(s) and/or the property owner to consider the effect of OSHA compliance on the value of the subject property.
50. As stated in the Agreement, this Assignment and Report result in an estimate of value based on “reported” condition of the subject property, as known or anticipated at that time. This Assignment does not verify physical condition and/or needed repair of the property that is the subject of the Assignment. If the client desires such services, the Client will need to consult a qualified mechanic/technician as determination of actual mechanical condition is outside of the Appraiser’s expertise and the scope of this Assignment.  If the condition of the equipment is other than as reported to the Appraiser, the value estimate in this Assignment could be unreliable.  The Appraiser reserves the right to revise the value estimate if additional information becomes available, which information could affect value. However, an additional fee shall be required for any such revision after the completion of the Assignment, as set forth in the Agreement.