Determination by Valuer Sample Clauses

The 'Determination by Valuer' clause designates an independent expert, known as the valuer, to assess and decide the value of certain assets, liabilities, or interests when parties cannot agree on a figure. Typically, this clause outlines the process for appointing the valuer, the scope of their assessment, and how their determination will be binding on the parties involved. Its core practical function is to provide an impartial and efficient mechanism for resolving valuation disputes, thereby preventing prolonged disagreements and ensuring transactions can proceed smoothly.
Determination by Valuer. In determining the current market rent of the Premises at the relevant Market Review Date the Valuer must (in addition to any other relevant matters): (i) subject to clause 4.2(f)(v)(C), have regard to current market rents for comparable premises in the vicinity of the Premises (whether such rents are initial or reviewed rents); (ii) have regard to the terms and conditions of this Lease; (iii) value the Premises on a floor by floor basis if the Premises consist of more than one floor; (iv) assume that: (A) the Premises are available to be leased by a willing landlord to a willing tenant for a term equal to the whole term of this Lease (including any options for renewal) and on the basis that the Tenant is an existing tenant of the Premises; (B) the Premises are fit for immediate occupation and use by the Tenant; and (C) the Tenant has met all its obligations under this Lease; and (v) ignore: (A) the Tenant’s Property and all improvements which the Tenant has made to the Premises and which the Tenant is required to remove at the end of the Term (except to the extent that the cost of such improvements was paid, or contributed to, by the Landlord); Ref: PJM:1908926 ABL/▇▇▇▇▇▇▇▇▇ (B) the goodwill of the Tenant’s business conducted from the Premises; and (C) rents payable by subtenants for comparable premises in the vicinity of the Premises; and (vi) make no deduction on account of any lease incentive, concession or inducement paid, given or provided by the Landlord to or on behalf of the Tenant in relation to the grant of this Lease or by a landlord to a tenant in respect of comparable premises.
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Determination by Valuer. 4.4.1 VicTrack and the Tenant must instruct the Valuer to: (a) determine a market rent for the Premises to apply on and from the Market Review Date; (b) determine a market rent which is not less than the rent payable immediately prior to the Market Review Date; (c) act as an expert and not an arbitrator (the Valuer's decision is binding on VicTrack and the Tenant); (d) consider the matters set out in any written submissions made by the parties provided that such submissions must have been received by the Valuer no later than 14 days from the date of appointment of the Valuer; and (e) ignore any deleterious condition of the Premises if the condition resulted from a breach of this Lease by the Tenant. 4.4.2 VicTrack and the Tenant must share the costs of the Valuer equally. Either party may pay the costs of the Valuer and the other party must reimburse its share of those costs on demand. 4.4.3 The Rent determined by the Valuer or agreed between the parties will be the Rent which the Tenant must pay from the Market Review Date.
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Determination by Valuer. The valuer must: (a) fix the Revised Annual Rent of the Premises at the current market rental value of the Premises on the basis of the terms and conditions of this Lease (or such of them as are applicable) including the Permitted Use; (b) call for and if submitted consider submissions made by the parties within 21 days of their being informed of the valuer’s appointment; (c) in addition to any other relevant matters have regard to current market rental values for comparable premises in the vicinity of the Premises (whether such rentals are initial or reviewed rentals); (d) assume that the Premises are available to be leased on the same conditions as those contained in this Lease (including any options for renewal) but with a tenant in possession; (e) assume that the Tenant has met all its obligations under this Lease; (f) ignore the Tenant’s installations and all improvements made by the Tenant to the Premises without obligation to do so; (g) ignore the goodwill of the Tenant’s business conducted from the Premises; (h) ignore any rent free periods or incentives available for new lettings of comparable premises in the vicinity of the Premises; and, (i) act as an expert and not as an arbitrator and his determination will be final and binding on the parties. Ref: PJM: 1403989 The valuation must: (j) be in writing; (k) contain detailed reasons for the valuer’s determination; and, (l) specify matters to which the valuer had regard in making the determination.
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Determination by Valuer. (a) When determining the current market rent of the Premises as at the relevant Review Date the Valuer must observe all relevant valuation principles and: (i) take the following into account: (A) the terms of this Lease; (B) the Term, including the expired part of the Term; and (C) the value of the Lessor's Property in or on the Premises; (ii) make a determination on the basis that the Premises are offered with vacant possession; (iii) not take account of: (A) the value of the Lessee's Property in or on the Premises; (B) any condition of the Premises resulting from the Lessee's default under this Lease; or (C) any rent incentive or reduction; rent free period or other incentive or benefit applicable to the Lessee's occupation of the Premises under this Lease or to any other lease considered by the Valuer when making a determination under this Lease. (b) The Valuer acts as an expert and not as an arbitrator and the Valuer's decision is final and binding. The Lessor and the Lessee may make written submissions to the Valuer, but the Valuer is not obliged to take account of the submissions.
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Determination by Valuer. If the Tenant disagrees with the amount stated in the Market Review Notice and notifies the Landlord within the time and in the way specified in clause 13.2(c) then: the current annual market rental value of the Premises will be determined by a Valuer to be appointed by the Landlord and the Tenant (or failing agreement within 28 days of the Landlord’s receipt of the Tenant’s notice under clause 13.2(c)) then appointed by the President for the time being of the Relevant Law Society or its successor (or his or her nominee); each party may make submissions to the Valuer; the Landlord (unless the Tenant has initiated the market review under clause 13.2(b)(ii), in which case the Tenant) must procure a reputable and suitably qualified surveyor having not less than 5 years' experience and who is approved by both parties (or failing agreement within 44 days of the service of the Market Review Notice, appointed by the President of the Relevant Law Society) to prepare a survey plan (in electronic and hard copy) of the Lettable Area of the Premises and provide a hard and electronic copy to the parties and the Valuer within 28 days of the Valuer’s appointment. Where the parties agree that there is already a current survey of the Lettable Area of the Premises then the parties may agree to waive this requirement, and either party must then provide the Valuer with a copy of that survey plan; and subject to clauses 13.5 and 13.6, the current annual market rental value so determined will become the Rent reserved by this Lease with effect as from the relevant Market Review Date.
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Determination by Valuer. 4.8.1 When determining the current market licence fee of the Licence Area as at the relevant Review Date the Valuer must observe all relevant valuation principles and: (a) take into account: (i) the terms of this Agreement; (ii) the Term, including the expired part of the Term, and any option term; (iii) the value of the Licensor’s Property in, on or servicing the Licence Area; and (iv) the licence fee currently paid for comparable premises; (b) make a determination on the basis that the Licence Area are fit for immediate occupation and offered with vacant possession; (c) value the Licence Area as being available to be licensed by a willing licensor to a willing licensee as a whole without a premium but with vacant possession and subject to the provisions of this Agreement for a term equal to the original term of this Agreement; (d) any licence- free period or other incentive or benefit applicable to the Licensee’s occupation of the Licence Area under this Agreement; and (e) not take into account: (i) the Licence Fee paid by the Licensee at the time of review; (ii) the value of the Licensee’s Property or the Licensee’s goodwill; (iii) any condition of the Licence Area resulting from the Licensee’s default under this Agreement; or when making a determination under this Agreement. 4.8.2 The Valuer acts as an expert and not as an arbitrator and the Valuer’s decision is final and binding. 4.8.3 The parties may make written submissions to the Valuer, and the Valuer is obliged to consider the reasonable submissions of the parties. 4.8.4 The parties must comply with the requirements of the Valuer which relate to the Valuer’s appointment or determination.
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Related to Determination by Valuer

  • Determination by Accountant All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Determination by the Reviewing Party If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.