Determination of Appraised Value. For purposes of this Article 7 and Section 6.05, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members.
(1) The Qualified Appraiser or two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion of the appraisal, which shall not be later than thirty (30) days from the Effective Date of the appointment of the last Qualified Appraiser.
(2) The Qualified Appraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such being the fairest price estimated in the terms of money which the Company could obtain if the assets of the Company were sold, for all cash, in the open market allowing a reasonable time to find a purchaser.
(3) Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the average of the two (2) appraisals shall constitute the Appraised Value of the assets of the Company for purposes of this Article 7.
Determination of Appraised Value. (a) The parties hereto agree that the Appraised Value shall be determined for all purposes under this Agreement in accordance with the procedure set forth in this Section 3.5.
(b) Upon the occurrence of an event requiring that the Appraised Value be determined pursuant to Section 3.2, 3.3 or 3.4 of this Agreement (a “Triggering Event”), the parties hereto shall negotiate in good faith to determine the Appraised Value. The Issuers agree to make available to the Investors (and any Appraiser selected pursuant to Section 3.5(c) of this Agreement) financial and other information relating to the Xxxxxx Retail Group, and afford the Investors and their respective Representatives reasonable access at reasonable times to appropriate officers, employees and agents of the Issuers and the properties, offices and other facilities, books and records of the Xxxxxx Retail Group that, in each case, is reasonably necessary for the determination of the Appraised Value. Each party agrees to deliver to any other party, at such other party’s reasonable request, work papers, schedules and other supporting data relating to such party’s determination of the Appraised Value; provided that each Investor and the Appraiser agree to customary confidentiality restrictions with respect to any such information obtained.
(c) To the extent the parties hereto fail to determine the Appraised Value that is mutually acceptable to the parties within *** (the “Negotiating Period End Date”) following the occurrence of a Triggering Event, an internationally recognized investment bank or valuation firm (the “Appraiser”) shall be selected, as soon as practicable but no later than *** after the Negotiating Period End Date, by a designee of EchoStar and a designee of the Investors. The Appraiser so selected shall advise the parties of its determination of the Appraised Value as soon as practicable but not later than *** after its selection. The fees and other costs of the Appraiser shall be borne by the Issuers, on the one hand, and the Investors, on the other hand, in equal shares.
Determination of Appraised Value. For purposes of this Article 7, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by
Determination of Appraised Value. As used herein, “Appraised Value” shall mean the fair market value of the Property determined as follows:
Determination of Appraised Value. (a) For purposes of this Agreement, the "Appraised Value" of a business or the interest of a Person in a business shall mean the total amount in U.S. Dollars, determined, unless otherwise specified herein, as of the end of the month immediately preceding the date on which the appraisal is made by an investment banking firm selected in accordance with Section 8.6(b), which a willing buyer would pay to a willing seller for such business or interest, determined as a whole (and, in the case of a business, as a going concern) in an arms' length negotiated transaction without undue time constraints. In determining the Appraised Value, no discounts for lack of control or lack of marketability shall be applied.
(b) The Appraised Value shall be determined by an investment banking firm of international standing, jointly selected by the selling Party and the purchasing Party, that is independent of both Rock-Tenn and Sonoco and their respective Affiliates. If the selling Party and the purchasing Party are unable to mutually agree on an investment banking firm, each shall choose an investment banking firm and the two firms so chosen shall, in good faith, select a third investment banking firm of international standing that is independent of both Rock-Tenn and Sonoco and their respective Affiliates. The three firms so appointed shall jointly determine the Appraised Value, provided that if such firms are unable to agree upon the Appraised Value, each firm shall individually propose an Appraised Value, and the Appraised Value shall be deemed to be the average of the two proposed values which are closest together. If either the selling Party or the purchasing
Determination of Appraised Value. The Appraised Value of each Project shall be determined by Lender in its sole and absolute discretion. The Appraised Value of the Borrowing Base Projects shall be redetermined by Lender, the Borrowing Base Amount adjusted, and, to the extent the outstanding principal balance of the Loan exceeds the Borrowing Base Amount, the outstanding principal balance of the Loan shall be reduced by Borrower in accordance with this Agreement, upon the following: (a) the date which is eighteen (18) months after the Closing Date, (b) the extension of the Maturity Date in accordance with the terms of the Note, (c) upon Borrower's written request made not more frequently than twice per calendar year, and (d) at Lender's election made not more frequently than once per calendar year, excluding the first calendar year after the Closing Date. Borrower shall pay all reasonable fees and costs in connection with Lender's determination of the Appraised Value as provided herein, including, without limitation, all appraisal fees and costs. Without limiting the foregoing, if the Appraised Values are redetermined at Borrower's request as provided in clause (c), Borrower shall in addition pay to Lender for each such request, concurrently with such request, a nonrefundable administrative fee in the amount of Ten Thousand Dollars ($10,000), which administrative fee shall be in addition to all other amounts required to be paid by Borrower under the Loan Documents.
Determination of Appraised Value. The initial Appraised Value of a Property shall be determined as provided in subsection (c) above and the definition of Appraised Value; provided, however, that upon 5 Business Days prior notice to the Borrower and at the Borrower's sole cost and expense, the Agent will redetermine the Appraised Value of any Property (based upon a new Appraisal obtained by the Agent) if necessary in order to comply with FIRREA or other Applicable Law relating to the Agent or the Lenders generally or as provided in Section 4.2.(b)(ii).
Determination of Appraised Value. The appraiser(s) shall determine fair market value, as of the applicable Event of Default, of the Partnership Property as follows:
(i) the appraised value shall be determined by a Single Appraiser, if applicable, or (ii) shall be agreed upon by both appraisers in the event that two appraisers serve; or (iii) shall be the average of the appraised values of the two appraisers who are closest together in the event that three appraisers serve. After reaching a decision, the appraisers shall give written notice to each Partner and the Accountants of the final value as determined by them (the "Appraised Value") within fifteen (15) days after appointment of the Third Appraiser or the mutually agreed upon Single Appraiser, as the case may be. The Accountants shall, within thirty (30) days after such notice from the appraiser(s), and based upon a value equal to ninety percent (90%) of the Appraised Value, determine the value of the defaulting Partner's Interest after adjusting the value of Partnership assets as follows:
(a) Subtracting the product of liabilities of the Partnership (including but not limited to any Partnership obligations or indebtedness attributable to or secured by the Property), multiplied by the defaulting Partner's Interest;
(b) Subtracting the amount of any third party claims against or liabilities of the defaulting Partner which are secured by or charged against the defaulting Partner's Interest;
(c) Subtracting any other amounts owed by the defaulting Partner to the Partnership or the non-defaulting Partner; and
(d) Adding any amounts owed by the Partnership or the non-defaulting Partner to the defaulting Partner.
Determination of Appraised Value. In determining appraised value as required in Section 4.1, Landlord and Tenant shall jointly choose one certified commercial real estate appraiser who is also a licensed real estate broker having expertise in appraising commercial property in the Town of Andover. The appraiser shall conduct an appraisal using commercially recognizable standards who shall determine the fair market rent for the Premises. The Landlord and Tenant shall share equally in the cost of said appraisal. The appraised value as determined by said appraiser shall be final. In lieu of hiring an appraiser, Landlord and Tenant may stipulate as to the fair market rent.
Determination of Appraised Value. For purposes of this Article VIII, the appraised value ("APPRAISED VALUE") of the assets of the Company shall be determined by real estate appraiser(s) all of whom shall be independent qualified M.
