Agreement on Valuation Sample Clauses

Agreement on Valuation. (a) Unless otherwise agreed in writing by the Members, within sixty (60) days of the receipt of the Buy-Sell Notice or the Purchase Notice, as applicable, the purchase price for the Withdrawing Member’s Membership Interest shall be determined by a single appraisal of the value of the Withdrawing Member’s Membership Interest, as of the date the Buy-Sell Event occurred, made by an appraiser agreed upon by the remaining Members and the Withdrawing Member, which appraisal shall be final. If the parties cannot agree on a single appraiser, the purchase price shall be determined by three appraisers, one selected by the remaining Members, one selected by the Withdrawing Member and the third selected by the two appraisers. In such event, the purchase price shall be determined by taking the average of the two closest appraisals, which purchase price shall be final. The costs of appraisal shall be borne equally between the remaining Members and the Withdrawing Member. The purchase price to be paid for the Withdrawing Member’s Membership Interest will be reduced by the amount of any Distributions made by the Company to the Withdrawing Member from the date the Buy-Sell Event occurred with respect to the Withdrawing Member to the Closing.
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Agreement on Valuation. Unless otherwise agreed in writing by the Withdrawing Member and the Manager within sixty (60) days after the Notice Date, the purchase price for the Withdrawing Interest shall be the value of the Withdrawing Interest as of the date of the Buy-Sell Event, as determined by an independent qualified appraiser appointed in good faith by the Manager unless it has established a method of valuation with the approval of the Common Unit Holders in which event, the purchase price for the Withdrawing Interest shall be determined in accordance with the method established by the Manager. In the event that an appraiser is appointed, the appraiser’s determination shall be final and conclusive, and the cost of the appraiser shall be divided equally between the Withdrawing Member and the Company. If the Withdrawing Member and the Manager are unable to agree on a single appraiser, then the Withdrawing Member shall select and pay for an independent qualified appraiser, and the Manager shall select and pay for an independent qualified appraiser. If the two appraisers agree, then their determination shall be final and conclusive. If the two appraisers are unable to agree, then they shall select a third appraiser, and the determination of two of the three appraisers shall be final and conclusive. The cost of the third appraiser shall be divided equally between the Withdrawing Member and the Company.
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Agreement on Valuation. (1) The Contractor shall carry out all variations instructed by the Superintending Officer pending the valuation of the variation by the Superintending Officer.
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Agreement on Valuation. (a) Within 120 days after the Closing Date, Buyer shall provide to Seller a proposed allocation of the purchase price described in Section 2.2 (as adjusted pursuant to Section 2.3 ) among the assets of Symphony and its Subsidiaries and the noncompetition agreement set forth in Section 6.4, which allocation shall be reasonable and in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Allocation Statement"). Within ten days following such provision, Seller shall have the right to object to the Allocation Statement (by written notice to Buyer), and if Seller objects, it shall notify Buyer (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which Form 8594 is required to be filed with the appropriate Tax authority. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Auditor as promptly as practicable. The fees and expenses of the Auditor shall be apportioned and paid equally by Seller and Buyer. Except with respect to any subsequent adjustments to the purchase price (which shall be allocated using the mechanism for allocating purchase price in this Section 6.12), Seller and Buyer and their respective Affiliates (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 6.12 consistent therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns required to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise (in each case, unless required to do otherwise pursuant to a "
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Agreement on Valuation. (a) The Contractor shall provide the Superintending Officer with such details and particulars pursuant to Clause 29.1 for the purpose of valuing the Variation. The Superintending Officer shall within 30 Days of receipt of such details and particulars make such valuation in accordance with Clause 29.1 and shall notify the Contractor in writing the value of the Variation.
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Agreement on Valuation. (b) The Contractor shall within 30 Days of the receipt of the notice of value of the Variation, give notice of any disagreement in writing to the Superintending Officer and shall at the same time set out the valuation which he considers should have been made, giving full details and particulars. If the Contractor does not give notice of his disagreement with the said valuation of the Superintending Officer within the said 30 Day period he shall be deemed to have accepted the valuation and such valuation shall be final and binding on the Employer and the Contractor and shall not thereafter be disputed or questioned by either party in any way whatsoever.
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Agreement on Valuation. Unless otherwise agreed in writing by the Withdrawing Member and the Purchaser within sixty (60) days after the Notice Date, the purchase price for the Withdrawing Interest shall be the value of the Withdrawing Interest as of the Buy-Sell Event, as determined by an independent qualified appraiser agreed upon by the Withdrawing Member and the Purchaser. The appraiser's determination shall be final and conclusive, and the cost of the appraiser shall be divided equally between the Withdrawing Member and the Purchaser. If the Withdrawing Member and the Purchaser are unable to agree on a single appraiser, then the Withdrawing Member shall select and pay for an independent qualified appraiser, and the Purchaser shall select and pay for an independent qualified appraiser. If the two appraisers agree, then their determination shall be final and conclusive. If the two appraisers are unable to agree, then they shall select a third appraiser, and the determination of two of the three appraisers shall be final and conclusive. The cost of the third appraiser shall be divided equally between the Withdrawing Member and the Purchaser.
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Related to Agreement on Valuation

  • Payment on non-Business Day If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

  • Payment on Non-Business Days Whenever any payment to be made shall be due on a day which is not a Business Day, such payment may be due on the next succeeding Business Day.

  • Statement on Warrants Irrespective of any adjustment in the number or kind of shares issuable upon the exercise of the Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.

  • Payment on Notes The Company will not, and will not permit any of its Subsidiaries to, enter into, become a party to or otherwise become subject to any agreement, contract or instrument, or any amendments or modifications of the foregoing, the provisions of which would specifically restrict the Company’s ability or obligation to make payments on the Notes or otherwise perform its material obligations under this Agreement and the Note.

  • Payment on Termination If an employee is terminated after the end of a year of employment, the employee is deemed to have been given any untaken leave from the date of termination and shall be paid for that leave accordingly. The employee shall also be paid for any public holidays falling within the period of leave in addition to payment for the leave. If an employee is terminated before the end of a full year of employment, the employee shall be paid pro-rata annual leave based on the period of service.

  • Repayment on Termination Date The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

  • Payment on Non-Banking Days Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Banking Day, such payment may be made on the next succeeding Banking Day, and such extension of time shall in such case be included in the computation of interest on the Advances or the fees hereunder, as the case may be.

  • Payment on Maturity Date Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage and the other Loan Documents.

  • Payment on Settlement Date On contractual settlement date, the account of the Fund will be charged for all purchased Investments settling on that day, regardless of whether or not delivery is made. Likewise, on contractual settlement date, proceeds from the sale of Investments settling that day will be credited to the account of Fund, irrespective of delivery. Exceptions to contractual settlement on purchases and sales, that will continue to settle delivery versus payment, include real estate, venture capital, international trades, open-ended mutual funds, non standard depository settlements and in-kind trades.

  • Single Payment Only The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

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