Determination of Fair Value. The determination of the appraiser shall be a final and binding determination of Fair Value. If such appraiser determines Fair Value to be 105% or more of the Fair Value determined by the Board, then the Company shall pay the cost of all such appraisers. If such appraiser determines the Fair Value to be less than 105% of the Fair Value determined by the Board, then the Participant shall pay the cost of all such appraisers.
Determination of Fair Value. For purposes of this Section 4, fair market value of a Share and of a Converted Warrant Share as of a particular date shall be determined as follows:
Determination of Fair Value. The Fair Value of the --------------------------- Membership Interest of Chu or XxXxxxxxx for purposes hereof shall be determined as follows.
Determination of Fair Value. The “Fair Value” of a Membership Interest shall be the amount that would be distributable to the Member holding such interest in the event that the assets of the Company were sold for cash and the proceeds, net of liabilities, were distributed to the holders of all Membership Interests pursuant to this Agreement. In the event that the Fair Value of a Membership Interest is to be determined under this Agreement, the Managers shall select a qualified independent appraiser to make such determination, and the Managers shall make the books and records available to the appraiser for such purpose. The determination of Fair Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest.
Determination of Fair Value. For purposes of Section 10.3, the “Fair Value” of the Bankrupt Member’s Interest shall be the amount such Member would receive if the assets of the Company were sold for their fair market value, the Company’s liabilities were paid in full, gain or loss from the sale was allocated in accordance with the applicable terms of this Agreement, and the sales proceeds were distributed in accordance with the applicable terms of this Agreement. For purposes of this Section 10.4, the “Fair Value” of the Company shall be determined, as of the effective date of the applicable Event of Bankruptcy, by the average of two independent appraisals conducted by state certified appraisers, with the first appraiser chosen by the purchasing Member(s), and the other to be chosen by the Bankrupt Member or its personal representative, as the case may be, within fifteen (15) days after the effective date of notice of the appointment of the first appraiser, provided that if the Bankrupt Member or its personal representative, as the case may be, fails to timely appoint the second appraiser, then the determination of the first appraiser of the Fair Value of the Company shall be binding on all interested Persons. In the event the Non-Bankrupt Member should exercise the option provided in Section 10.1 hereof, the Non-Bankrupt Member shall receive a credit towards the Fair Value of the Bankrupt Member’s Interest in the amount of the cost of such appraisal(s). Back to Table of Contents
Determination of Fair Value. Prior to exercising the Option, Tenant will give Landlord and the City written notice of Tenant's determination of the Fair Value of the Premises. If Landlord or the City shall, by notice given to Tenant within ten (10) Business Days of its receipt of Tenant's determination notice, disagree with the value determined by Tenant, then Landlord, the City and Tenant shall attempt to agree upon the Fair Value of the Premises. If such agreement is not reached within thirty (30) Business Days following notice by Landlord or the City to Tenant, then Landlord (on behalf of itself and the City) and Tenant shall jointly select an Appraiser who shall determine the Fair Value of the Premises and such determination shall be binding on the Parties and the City. If Landlord and Tenant cannot agree upon an Appraiser within ten (10) Business Days following such notice to Tenant, each of Landlord and Tenant shall select an Appraiser within ten (10) Business Days after the end of such ten (10) Business Day period and such two Appraisers shall select a third Appraiser who shall independently determine the Fair Value of the Premises, and such determination shall be binding on the Parties. If the two Appraisers so selected have not agreed on the third Appraiser within such 10-day period, then either Party, on behalf of both, may apply to the AAA for appointment of the Appraiser, or, if the AAA shall not then exist or shall fail, refuse or be unable to act such that the Appraiser is not appointed by the AAA within thirty (30) days after application therefor, then either Party may apply to the presiding Judge of the Court for the appointment of the Appraiser and the other Party shall not (and the City shall not) raise any question as to the Court's full power and jurisdiction to entertain the application and make the appointment (it being agreed that if any Appraiser appointed hereunder shall be unwilling or unable, for any reason, to serve, or continue to serve, a replacement appraiser shall be appointed in the same manner as the original Appraiser. The Appraiser (selected by the Parties, their designated Appraisers, the AAA or the Court) shall independently determine the Fair Value of the Premises and such determination shall be conclusive and binding on the Parties and the City, shall constitute an "award" by the Appraiser within the meaning of the AAA rules and applicable law and judgment may be entered thereon in any court of competent jurisdiction. The Parties shall bear equa...
Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3.
Determination of Fair Value. 16 11. Terms and Consequences of Transfers of Shares...................... 17 12.
Determination of Fair Value. 10.1 The "
Determination of Fair Value. (a) Determination by experts
