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. (b) Notwithstanding the foregoing, the Members may unanimously agree to a value of the Company (an “Agreed Valuation”), which Agreed Valuation shall be valid for twelve (12) months from the date of such determination. In the event there exists an Agreed Valuation dated not more than twelve
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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 variations by the Superintending Officer. (a) Upon progressive completion of the variation works, the Contractor may submit his claim for the variations in his Payment Claims in accordance with Clause 34.1. The Superintending Officer shall certify such amounts as are due to the Contractor for the variations in accordance with Clause 34.2. (b) When the Contractor considers that the respective variation works have been substantially completed, he may give notice in writing to that effect to the Superintending Officer. The Superintending Officer shall either:
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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 "determination" as defined in Section 1313 of the Code (a "Determination")). In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute.
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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. (2) The Contractor shall provide the Superintending Officer with such details and particulars including invoices and receipts as the Superintending Officer may require for the purpose of valuing the variation. The Superintending Officer shall make such valuation as shall in his opinion be reasonable and shall notify the Contractor in writing of the value of the variation. The Contractor shall, within thirty (30) days of the receipt of the notice of the 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 and the appropriate Contract references. If the Contractor does not give notice of his disagreement with the valuation of the Superintending Officer as aforesaid he shall be deemed to have accepted the valuation and such valuation shall be final and binding on the Contractor and shall not thereafter be disputed or questioned by the Contractor in any way whatsoever. (3) Following receipt of the Contractor‟s notice of disagreement, the Superintending Officer may amend the whole or any part of any valuation previously made, in which case the provisions of Clause 20.2(2) shall apply mutatis mutandis.
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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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Agreement on Valuation. Unless otherwise agreed in writing by the purchaser(s) and seller within sixty (60) days of the receipt of a Buy-Sell Notice, the purchase price for the Withdrawing Member’s Membership Interest shall be the fair market value of such Membership Interest determined as of the date of the Buy-Sell Notice (the “Buy-Sell Value”) by a single appraisal made by an appraiser agreed upon by the purchaser(s) and seller, which appraisal shall be final. If the parties cannot agree on a single appraiser, the Buy-Sell Value for the Withdrawing Member’s Membership Interest shall be determined by three appraisers, one selected by the purchaser(s), one selected by the seller and the third selected by the two appraisers. The Buy-Sell Value determined by a majority of the appraisers will be final. The costs of appraisal shall be borne equally between the purchaser(s) as a group and the seller. 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 Buy-Sell Closing.
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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. 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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Related to Agreement on Valuation

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  • Payment on Notes (a) Subject to the Payment Restrictions, MBIA shall provide to the Paying Agent, in immediately available funds on or prior to 10:00 a.m., New York time, but in any event no later than 12:00 noon, New York time, on each Interest Payment Date, Maturity Date, Scheduled Interest Payment Date, Scheduled Maturity Date or Redemption Date, such amount, in U.S. dollars, as is necessary to make such payment as is due, and MBIA hereby authorizes and directs the Paying Agent from funds so provided to it to make or cause to be made payment of the principal of and interest on, and Redemption Price or Make Whole Redemption Price with respect to, the Notes in the manner, at the times and for the purposes set forth herein and in the text of the Notes. Payments in respect of principal on or a redemption of Notes will be made only against surrender of such Notes. Payments in respect of interest on each scheduled payment date with respect to any such Note will be made to the Person in whose name such Note is registered at the close of business on the applicable Record Date. Payments of principal of, interest on or amounts with respect to a redemption of the Notes will be made by U.S. dollar check drawn on a bank in The City of New York or, for holders of at least $5,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States, provided that a written request from such Holder to such effect is received by the Fiscal Agent or the Paying Agent not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the scheduled payment date of the payment to be made. Unless such designation is revoked, any such designation made by such Person with respect to such Note will remain in effect with respect to any future payments with respect to such Note payable to such Person. MBIA will pay any reasonable administrative costs imposed in connection with making any such payments by wire transfer. (b) MBIA will use its best efforts to obtain the approval of the Superintendent for the payment by MBIA of interest on and principal of, and Redemption Price or Make Whole Redemption Price with respect to, the Notes on each Interest Payment Date and the Maturity Date and any Redemption Date and, in the event any such approval has not been obtained for such payment at or prior to the applicable Interest Payment Date or the Maturity Date or any Redemption Date, as the case may be, to continue to use its best efforts to obtain such approval promptly thereafter. The first Business Day on or after any such Interest Payment Date or the Maturity Date or any Redemption Date on which the Payment Restrictions for any such payment of interest or principal or Redemption Price or Make Whole Redemption Price, as the case may be, are satisfied is referred to herein as “Scheduled Interest Payment Date” or “Scheduled Maturity Date” with respect to such payment of interest or principal or Redemption Price or Make Whole Redemption Price, as the case may be. 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In addition, MBIA will notify or cause to be notified in writing each Holder and the Fiscal Agent no later than five Business Days prior to each Interest Payment Date, the Maturity Date and a Redemption Date (excluding any such Maturity Date which arises as a result of the obtaining of an order or the granting of approval for the rehabilitation, liquidation, conservation or dissolution of MBIA) in the event that the Superintendent has not then approved the making of any such payment on such date or in case the Payment Restrictions are otherwise not satisfied, and thereafter will promptly notify in writing the Fiscal Agent in the event that MBIA shall have failed to make any such payment on any such date. (c) MBIA will pay interest on each Note (i) subject to the Payment Restrictions, on each Interest Payment Date (if the Interest Payment Date is a Business Day, otherwise on the first Business Day after any such Interest Payment Date) to the Holder of such Note as of the close of business on the Record Date for the applicable Interest Payment Date or (ii) if the Payment Restrictions are not satisfied on any such Interest Payment Date, on the applicable Scheduled Interest Payment Date to the Holder of such Note as of the close of business on the Record Date for the applicable Scheduled Interest Payment Date or, in each case, on the subsequent special record date, if any, determined pursuant to

  • 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.

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