AGREED VALUES Sample Clauses

AGREED VALUES. The Base Price has been allocated by the parties among the Interests as set out in Exhibit A. The amounts so allocated and are referred to herein as the "Agreed Values" of such items of the Interests.
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AGREED VALUES. A portion of the Base Price has been allocated by the parties among the Reserve Report Properties and PSPC's interest in Sycamore as set out in Exhibit D. The amounts so allocated and are referred to herein as the "Agreed Values" of such Assets.
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AGREED VALUES. 2.1 The parties agree that the agreed-upon values for each of the Projects is as set forth on Exhibit E attached hereto (the “Agreed Values”), adjusted for pro-rated items as provided in this Agreement and, in the event SCOLP or an affiliate of SCOLP has made the Xxxxxx Pond Loan 2350893.10 (as defined in Section 16.1 herein) and advances with respect to capital improvements (“Cap Ex Advances”) under the Xxxxxx Pond Loan have been provided by SCOLP or its affiliate and the Xxxxxx Pond Loan is paid in full at Closing, the Agreed Value with respect to the Xxxxxx Pond Project shall increase by the amount of such Cap Ex Advances. Purchasers shall also pay Contributors at Closing that amount set forth on Exhibit B for those Cottages that were acquired by the Contributors after 2011 Within one (1) business day after the complete execution of this Agreement and that certain Contribution Agreement dated as of the Effective Date between Indian Creek RV Resort LLC, a Delaware limited liability company, Xxxx Xxxxxx RV Resort LLC, a Delaware limited liability company, Wagon Wheel Maine LLC, a Delaware limited liability company, Wild Acres LLC, a Delaware limited liability company, SCOLP and Sun Indian Creek RV LLC, a Michigan limited liability company, Sun Xxxx Xxxxxx RV LLC, a Michigan limited liability company, Sun Wagon Wheel RV LLC, a Michigan limited liability company, and Sun Wild Acres RV LLC, a Michigan limited liability company (the “Other Contribution Agreement”), SCOLP shall deliver the sum of One Million and No/Dollars ($1,000,000), (the "Deposit") to First American Title Insurance Company (the “Escrow Agent"), as escrow agent, to be held and disbursed pursuant to the terms of a mutually agreed-upon escrow agreement (the "Deposit Escrow Agreement"), which shall be executed and delivered by the Contributors, SCOLP and the Title Company, as escrow agent. All interest earned on the Deposit shall be deemed to be part of the Deposit as described more specifically in the Deposit Escrow Agreement. As more fully described in, and subject to the terms and conditions of, this Agreement, the Other Contribution Agreement and the Deposit Escrow Agreement, the Deposit shall be forfeited to Contributors, refunded to SCOLP or applied to the payment of the Agreed Values. On the Closing Date, SCOLP shall pay the Agreed Values as follows: (a) payment of the outstanding principal balance and all accrued and unpaid interest (the “Loan Payoffs”) due with respect to those certai...
Sample 1
AGREED VALUES. 2.1 The Employer and the Contractor have agreed upon a lump sum price of HK$XX.xx million, …… provisions of this Supplemental Agreement No.2, in full and final settlement for …… for the Additional Works. 2.2 The Employer and the Contractor have agreed upon a lump sum payment of HK$X.xx million, …… provisions of this Supplemental Agreement No.2, in full and final payment for the Outstanding Claims.
Sample 1
AGREED VALUES. (a) For all purposes under this Agreement except Section 3, the Agreed Value shall initially be $700,000 based on agreement by the Board of Directors as to the aggregate estimated value of the Company which amount shall be allocated among the then outstanding Shares of the Company to determine the Agreed Value Per Share. On each anniversary of the date hereof, the Board of Directors shall agree in writing as to the then applicable Agreed Value which value shall be determined on an aggregate basis by the following methodology: multiplying the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the prior twelve month period by 5x and subtracting any long-term liabilities (those with a duration of more than twelve months) provided, however, in no event shall the value of the Company be less than $490,000 nor more than $800,000. The Agreed Value Per Share basis shall be determined by dividing the Agreed Value on an aggregate basis by the number of fully diluted shares outstanding, provided, however, in no event will the per share value be less than $183, nor more than $299. (b) The closing of the purchase and sale of Shares under Section 4 shall take place at the principal office of the Company not later than ninety (90) days after the date of death of a Shareholder; provided that if such day is not a business day, the closing shall occur on the next business day thereafter. (c) At the closing, of the purchase and sale of Shares under Section 4: (i) the Company shall pay to the estate or personal representative of the deceased Shareholder the applicable Agreed Value of the Shares held by the deceased Shareholder at death; (ii) the estate or personal representative of the deceased Shareholder shall deliver to the Company the certificates representing the Shares held by the deceased Shareholder, duly endorsed for transfer or accompanied by duly executed assignments separate from certificates and other documents reasonably requested by the purchaser. (iii) the Shares shall be conveyed to the Company free and clear of any claims, liens, encumbrances or rights of third parties whatsoever.
Sample 1
AGREED VALUES. The Base Price has been allocated by the parties among -------------- the Properties and Seller's interest in Sycamore as set out in Exhibit D. The amounts so allocated and are referred to herein as the "Agreed Values" of such items of the Interests.
Sample 1
AGREED VALUES. The parties agree that the fair market value of Servicing as of the date of this Agreement is Three Hundred Twenty-Five Thousand Six Hundred Ninety-Nine Dollars and Five Cents ($325,699.05) and that the fair market value of Neighborhoods United as if the date of this Agreement is Two Million Dollars ($2,000,000). Thus, except as provided below, these amounts represent the Preference Amounts that shall be distributed only to the owners of the Common Stock prior to the date of this Agreement in the event of a liquidation and dissolution of a Company, with only the excess, if any, distributed among all of the owners of the Common Stock in accordance with section 3.4.1 of each LLC Agreement.
Sample 1
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AGREED VALUES. The Base Price has been allocated by the parties among the various items of the Interests as set out in Schedule 2.4. The amounts so allocated and are referred to herein as the “Agreed Values” of such items of the Interests.
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Related to AGREED VALUES

  • Allocated Values The Unadjusted Purchase Price is allocated among the Assets as set forth in Exhibit D attached hereto (the “Allocated Values”). Sellers and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to the provisions of Article III and Article IV.

  • Contributed Property Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Values The participant must commit to and ensure the respect of basic EU values (such as respect for human dignity, freedom, democracy, equality, the rule of law and human rights, including the rights of minorities).

  • Purchase Price Allocation Not more than one hundred eighty (180) days after the Closing Date, Buyer will deliver to the Members a schedule allocating the Base Purchase Price (as adjusted pursuant to Section 2.3.2) as provided in this Section 2.6. As soon as practicable after payment of each of (a) the Final Working Capital Adjustment, (b) the Earnout Amount for the fiscal year ended December 31, 2013, (c) the Earnout Amount for the fiscal year ended December 31, 2014, and (d) the Earnout Amount for the fiscal year ended December 31, 2015, Buyer will deliver to the Members a schedule allocating each such payment in accordance with this Section 2.6. Buyer and the Members agree that the aggregate amount of (a) the Base Purchase Price (as adjusted pursuant to Section 2.3.2), plus (b) the Final Working Capital Adjustment, plus (c) any Earnout Amount received shall be allocated in the following amounts or consistent with the following methodology: (a) first, to the tangible assets of the Company, (b) second, an amount not to exceed Six Hundred Thousand Dollars ($600,000) shall be allocated, solely for Tax purposes, to the non-compete described in Section 6.14, and (c) third, any remaining amount shall be allocated to goodwill and other intangible assets. Except as otherwise required by law or pursuant to a “determination” under Section 1313(a) of the Code, Buyer and the Members agree to act, and will act, and will cause their Affiliates to act, in accordance with such allocations for purposes of all income Taxes, and neither Buyer nor the Members will take any position inconsistent therewith in any Tax Return or similar filings (including IRS Form 8594), any refund claim, any litigation, or otherwise. The Parties acknowledge and agree that the allocation of the Purchase Price as set forth above shall not limit the amount of damages that Buyer may seek for any breach of the covenants contained in Article VI.

  • Initial Cost Subject to reimbursement as hereinafter provided, the cost of organizing the Trust and the sale of the Units shall be borne by the Depositor, provided, however, that the liability on the part of the Depositor under this Section 3.01 shall not include any fees or other expenses incurred in connection with the administration of the Trust subsequent to the deposit referred to in Section 2.01. At the earlier of six (6) months after the Initial Date of Deposit or the conclusion of the initial offering period (as certified by the Depositor to the Trustee), the Trustee shall withdraw from the account(s) specified in the Prospectus or, if no account is therein specified, from the Capital Account, and pay to the Depositor the Depositor’s reimbursable expenses of organizing the Trust in an amount certified to the Trustee by the Depositor. In no event shall the amount paid by the Trustee to the Depositor for the Depositor’s reimbursable expenses of organizing the Trust exceed the estimated per Unit amount of organization costs set forth in the Prospectus for the Trust multiplied by the number of Units of the Trust outstanding at the earlier of six (6) months after the Initial Date of Deposit or the conclusion of the initial offering period; nor shall the Depositor be entitled to or request reimbursement for expenses of organizing the Trust incurred after the earlier of six (6) months after the Initial Date of Deposit or the conclusion of the initial offering period. If the cash balance of the Capital Account is insufficient to make such withdrawal, the Trustee shall, as directed by the Depositor, sell Securities identified by the Supervisor, or distribute to the Depositor Securities having a value, as determined under Section 5.01 as of the date of distribution, sufficient for such reimbursement provided that such distribution is permissible under applicable laws and regulations. Securities sold or distributed to the Depositor to reimburse the Depositor pursuant to this Section shall be sold or distributed by the Trustee, to the extent practicable, in the Percentage Ratio then existing (unless the Trust is a RIC, in which case sales or distributions by the Trustee shall be made in accordance with the instructions of the Supervisor or its designees). The reimbursement provided for in this Section shall be for the account of Unitholders of record at the earlier of six (6) months after the Initial Date of Deposit or the conclusion of the initial offering period. Any assets deposited with the Trustee in respect of the expenses reimbursable under this Section 3.01 shall be held and administered as assets of the Trust for all purposes hereunder. Any cash which the Depositor has identified as to be used for reimbursement of expenses pursuant to this Section 3.01 shall be held by the Trustee, without interest, and reserved for such purposes and, accordingly, prior to the earlier of six (6) months after the Initial Date of Deposit or the conclusion of the initial offering period, shall not be subject to distribution or, unless the Depositor otherwise directs, used for payment of redemptions in excess of the per Unit amount payable pursuant to the next sentence. If a Unitholder redeems Units prior to the earlier of six months after the Initial Date of Deposit or the conclusion of the initial offering period, the Trustee shall pay the Unitholder, in addition to the Unit Value of the tendered Units (in the computation of which the expenses reimbursable pursuant to this Section shall have been deducted), unless otherwise directed by the Depositor, an amount equal to the estimated per Unit cost of organizing the Trust set forth in the Prospectus, or such lower revision thereof most recently communicated to the Trustee by the Depositor, multiplied by the number of Units tendered for redemption; to the extent the cash on hand in the Trust is insufficient for such payments, the Trustee shall have the power to sell Securities in accordance with Section 6.02. As used herein, the Depositor’s reimbursable expenses of organizing the Trust shall include, but are not limited to, the cost of the initial preparation and typesetting of the registration statement, prospectuses (including preliminary prospectuses), the Indenture, and other documents relating to a Trust Securities and Exchange Commission and state blue sky registration fees, the costs of the initial valuation of the portfolio and audit of a Trust, the costs of a portfolio consultant, if any, one-time licensing fees, if any, the initial fees and expenses of the Trustee, and legal and other out-of-pocket expenses related thereto, but not including the expenses incurred in the printing of prospectuses (including preliminary prospectuses), expenses incurred in the preparation and printing of brochures and other advertising materials and any other selling expenses.”

  • Ameliorative Allocations Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • ESTIMATED / SPECIFIC QUANTITY CONTRACTS Estimated quantity contracts, also referred to as indefinite delivery / indefinite quantity contracts, are expressly agreed and understood to be made for only the quantities, if any, actually ordered during the Contract term. No guarantee of any quantity is implied or given. With respect to any specific quantity stated in the contract, the Commissioner reserves the right after award to order up to 20% more or less (rounded to the next highest whole number) than the specific quantities called for in the Contract. Notwithstanding the foregoing, the Commissioner may purchase greater or lesser percentages of Contract quantities should the Commissioner and Contractor so agree. Such agreement may include an equitable price adjustment.

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

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