Business Valuation. The Borrower shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to (i) this Credit Agreement, any Letter of Credit or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred in connection with any remedial or other action taken by the Borrower or any of the Lenders in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this Section 14.8 ------------ 105 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respec...
Business Valuation. The following subsection 11.7.4(f) is added:
Business Valuation. In connection with the preparation and consummation of the Transaction, Pricewater- houseCoopers GmbH Wirtschaftsprüfungsgesellschaft was engaged before the present date to carry out a business valuation as at the date of the annual general meeting deciding on the resolutions under clause 2.1 above based on the current Standard IDW S1 of the Insti- tute of Public Auditors in Germany in relation to MSH and CECONOMY in order to ensure that the lowest issuing price is achieved in the Capital Increase through Contribution in Kind and the issuance of the Convertible Bonds and that the issuing price (including the ex- change ratio used) is reasonable within the meaning of Section 255 (2) German Stock Cor- poration Act (Aktiengesetz – AktG). Following the annual general meeting that has adopted the resolutions referred to under clause 2, CECONOMY will provide Convergenta with a copy of this expert report.
Business Valuation. The Agent shall have received a going-concern valuation of the business of the Borrower and its Subsidiaries, which valuation shall be reasonably satisfactory in form and substance to the Agent and the Lenders.
Business Valuation. Exodus will evaluate Owner’s Business and provide Owner with an opinion of Business’ market value for the sum of $ This opinion will be in the form of a Valuation Report giving the reasons for the valuation opinions. This Valuation Report will not be an appraisal of furniture, fixtures, equipment or inventory of the Business. Exodus will also update and amend the Valuation Report as appropriate if the Owner discovers and reports any inaccuracy in the Business or the Owner’s profile within five days of receiving the Valuation Report from Exodus.
Business Valuation. It is the understanding of FNEDC that as of the Closing Date, the Company has no outstanding long-term debt or trade payables (collectively, the "Balance Sheet Factors"). If, following the Closing Date, it is determined that any of the Balance Sheet Factors changed to the detriment of FNEDC as of the Closing Date, then the Closing Consideration shall be reduced on a dollar-for-dollar basis to the extent of such variance and FNEDC shall be paid the amount of such reduction by Shareholder no later than fifteen (15) days after the earlier of (i) notice to Shareholder, or (ii) the date on which Shareholder becomes aware of such variance. The parties agree that, in accordance with APB Opinion 16 and for accounting purposes only, the Merger shall be deemed to have occurred and take effect on October 1, 1996. In that regard, the Company shall furnish to FNEDC, within thirty (30) days following the -4- 6 Closing Date, an accounting of the accounts receivable, the trade payables, and cash on hand from October 1, 1996 up to the Closing Date (the "Accounting").
Business Valuation. 3 3.5. Closing of Transfer Books......................................................................... 4
Business Valuation. At the sole cost and expense of the Lender, the Loan Parties shall permit the Lender, or a third party on the Lender’s behalf, to conduct a valuation of the Loan Parties’ businesses, cooperate in the conducting of such valuation, and provide all information reasonably requested by or on behalf of the Lender in connection with such valuation. The Loan Parties hereby authorize the Lender or any such third party to communicate directly with the Loan Parties’ directors, officers, employees, and other representatives regarding the Loan Parties’ affairs, finances, condition, prospects, and any other matters relevant to such valuation.
Business Valuation. A business valuation is an essential component to a properly structured and insured buy sell agreement. It is important that the business value is known so that the agreement is equitable and the proper amount of insurance is purchased. It is equally important to review agreements regularly to ensure that they are up to date. Every five years is a good rule of thumb. The Xxxxxx Group has the resources to provide these valuations, recommend the correct arrangement and get the insurance planning and underwriting underway.
Business Valuation. In arriving at the value of a security, we look at a variety of factors. Key focus is on cash flow, economic value added and also analyse trends in capital efficiency. We also examine valuation multiples like EV/EBITDA multiple, P/E multiple, Price to book and PEG ratio on an absolute as well as relative basis for determining the fair (intrinsic) value of the business. We believe in keeping significant margin of safety while evaluating an investment. The price value gap should be higher than the expected return to justify Entry Target Price. More often than not, good businesses going through a bad patch will provide enough price value gap.
