METHOD AND ADJUSTMENTS 15 Sample Clauses

METHOD AND ADJUSTMENTS 15. 2.1 The Auditors shall determine the Fair Value of the Shares to be sold as at the date of the relevant Transfer Notice or Default Notice, as appropriate, and on the following valuations and bases: (a) valuing the Shares to be sold as on an arm's length sale between a willing seller and a willing buyer; <PAGE> (b) if any Group Company is then carrying on business as a going concern, on the assumption that it will continue to do so; (c) that the Shares to be sold are capable of being transferred without restriction; (d) valuing the Shares to be sold as a rateable proportion of the total value of all the issued shares of the Company without any premium or discount being attributable to the class of the Shares to be sold or the percentage of the issued share capital of the Company which they represent; and (e) by valuing the proven and probable oil and gas (if any) reserves of the Group at the relevant time at a value of Xxxxx Light Crude price averaged over the previous six months (using the definitions of such terms as employed by the Society of Petroleum Engineers) and after deducting all actual and contingent liabilities, debts and obligations of the Company.5 15.2.2 The Auditors shall determine the Fair Value to reflect any other factors which the Auditors reasonably believe should be taken into account. 15.2.3 If any difficulty arises in applying any of these assumptions or bases then the Auditors shall resolve that difficulty in such manner as they shall in their absolute discretion think fit. 15.3
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