Determination of Price. In connection with the purchase of the Repurchased Notes by the Operating Partnership and the purchase of the Shares by the Holder, the Holder has independently determined an acceptable price for the Repurchased Notes and the Shares, and such price is based upon such independent determination.
Determination of Price eNow reserves the right to correct any pricing mistakes that deviate from the pricing set forth in any quote. Subject to any changes requested by Buyer, each Order will be billed at the quoted price for sixty (60) calendar days from the date of such quote, and thereafter at the price in effect at the time of shipment. eNow may charge certain additional non-recurring set-up, routine maintenance and refurbishment charges for tooling, as well as charges for the construction of new tooling. The price quoted by eNow to Buyer is based on the volume levels previously communicated by the Buyer to eNow; if volume levels decrease, additional tooling set-up charges may apply and shall be paid by Buyer before any subsequent orders are processed by eNow. Prices quoted, and orders accepted are also subject to change due to increases in costs of manufacture, processing, or wages, resulting from the operations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. All quotations are made, and each Order is accepted subject to approval by eNow’s credit department.
Determination of Price. With respect to Shares to be transferred ---------------------- pursuant to the Right of First Refusal where the price is not determined as a result of a bona fide arms-length transaction by the Optionee under paragraph 10(a) or the Involuntary Transfer Option, the price per share shall be a price set by the Board of Directors of the Company that will reflect the then current fair market value of the Shares, as determined by the Board of Directors in good faith after giving consideration to the factors set forth in Section 260.140.50 of Title 10 of the California Code of Regulations or, upon the request of the Optionee, by an independent appraiser acceptable to both the Company and the Optionee; provided, that the Optionee shall be required to bear one-half of the cost of such independent appraiser.
Determination of Price. (a) For all sales of Ethanol by Buyer, where Buyer has agreed to sell Ethanol to third party customers, Buyer agrees to pay to Seller for each Gallon of Ethanol Delivered determined in accordance with Section 5.2 (the “Purchase Price”). The Purchase Price shall be equal to the actual sale price invoiced by Buyer for such Ethanol re-sold by Buyer to such third party customers for the most recent week (the “Sale Price”) less: (i) all Resale Costs, (ii) Taxes (as defined in Section 7.2) paid by Buyer and (iii) the Commission calculated as 0.90% of the “net” purchase price which is defined as the purchase price after deduction of the amounts set forth in clauses (i) and (ii) of this Section 7.1(a).
(b) Buyer covenants to use its best efforts to obtain for Seller the best Purchase Price then available for Ethanol sales taking into consideration the deduction of all Resale Costs incurred by Buyer for such Ethanol. It will be the responsibility of Buyer to perform all billing in regard to the sale of Ethanol to third parties, to collect all receivables, to undertake legal collection procedures as necessary, and to bear the risk and be responsible for any bad accounts. Buyer shall in no circumstances be obligated to sell Ethanol to any buyer whose creditworthiness is unacceptable to Buyer, provided that if Buyer determines that there are no buyers willing to purchase Ethanol of creditworthiness acceptable to Buyer, then Buyer shall purchase such Ethanol for its own account in accordance with this Agreement. Seller agrees that its remedies for Buyer’s breach of its obligation in this paragraph (b) shall include without limitation, the right to specific performance and the right to terminate this Agreement.
Determination of Price. Within 30 days after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each determine its initial view as to the fair value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each have determined its final view as to the fair value per Share. At that point, if the difference between the Higher Appraised Amount (as defined below) and the Lower Appraised Amount (as defined below) is not greater than 10% of the Higher Appraised Amount, the price per Share (the "Price") will be the average of those two views. Otherwise, the Paraxxxxxx Xxxraiser and the Investor Appraiser will agree upon and jointly designate a third investment banking firm of recognized national standing that does not Beneficially Own (excluding securities held on behalf of third parties) a material amount of the securities of Paraxxxxxx (xxe "Mutually Designated Appraiser") to determine such fair value. The Mutually Designated Appraiser will, no later than the 60th day after the Initiation Date, determine such fair value (the "Mutually Appraised Amount"), and the Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, or (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, that if the Price so determined is less than the Lower Appraised Amount or more than the Higher Appraised Amount, the Price shall be the Lower Appraised Amount or the Higher Appraised Amount, as the case may be. During such 60 day period, Paraxxxxxx xxxl not, subject to fiduciary duties and applicable law, enter into or recommend to its shareholders any other Acquisition Proposal.
Determination of Price. If the Offered Interest is being offered for sale to the Third Party Offeror together with or in conjunction with other unrelated assets of the Seller Entities, the Buyer will be entitled to purchase only the Offered Interest and the Notice of Offer must specify the Seller’s good faith estimate of the cash being offered by the Third Party Offeror for the Offered Interest. If the Buyer does not agree with the Seller’s estimate, the value of the cash being offered for the Offered Interest shall be conclusively determined by a firm of qualified mineral valuators jointly appointed (and the cost of which shall be borne equally) by the Seller and the Buyer, each acting reasonably. Such determination shall be binding upon the Seller Entities and the Buyer. All time periods referred to in this Section 10 shall be extended by the time taken to obtain such determination.
Determination of Price. The general method for determining the price of Products (“Price”) shall be as set forth in Exhibit E. Epson agrees that at any time the Prices to Lattice [ * ]. The Price herein shall be applicable until Lattice has completed the purchase of [ * ] New Facility Wafers under the terms of this Agreement.
Determination of Price. 1. The prices, terms and conditions of payment, in kind or otherwise, in respect of the food grains so released shall be the subject of direct negotiations between the Member Countries concerned, based on the guidelines to be approved by the Board for determination of price, which shall be reviewed periodically.
2. The requesting Member Country shall specify the need (i.e. food shortage or emergency) while making the request. In the case of emergency, the humanitarian aspects would be given due importance while determining prices.
3. The determination of prices shall be done in accordance with the following broad principles:
a. Price quoted, in general, shall be lower than prices generally charged or quoted for countries beyond the region;
b. Price shall be representative of the market, both domestic and international, and may be adjusted suitably to reflect seasonal variations and the price movements in the recent past; and
c. A responding Member Country shall endeavour to accord, as far as possible, national treatment in respect of calculating the cost components such as the ones related to storage, internal freight, interests, insurance and overhead charges, margin of losses etc., while maintaining its reserve and making releases.
Determination of Price. All New Securities shall be issued at the fair market value thereof. Fair market value shall be determined in good faith by the Board of Directors; provided, however, that such determination shall be made with the concurrence of at least one member of the Board of Directors who is designated by the Institutional Investors pursuant to the Shareholders' Agreement, but who is not an employee or affiliate of the Company or of any of its Shareholders.
Determination of Price. Fair Value shall be determined as of the end of the most recent complete fiscal quarter of the Company ended prior to the Put Notice (taking into account actual performance subsequent thereto and projections for future periods), and shall be determined by appraisal as follows: Within ten (10) days after receipt by the Company of notice that an appraisal is desired, the Company and the selling Holder(s) of Warrants and Warrant Shares shall jointly appoint an appraiser for the purpose of determining Fair Value. Such appraiser shall be an investment banking or advisory firm with experience in valuing companies of a comparable size, and in a comparable industry, as the Company, which investment banking or advisory firm shall be either a firm of recognized national standing or a regional firm of good national reputation. If there shall be a dispute as to the selection of such appraiser, it shall be appointed by the American Arbitration Association upon application by the Company or the selling Holder(s). The Company and the selling Holder(s) shall be afforded reasonable opportunities to discuss the appraisal with such appraiser. The determination of Fair Value by such appraiser shall be final and binding upon the Company and the selling Holder(s). The fees and expenses of the appraiser and, if any, of the American Arbitration Association, shall be borne by the Company.
