Determining Fair Market Value. When determining the value of equipment for disposition, EERE and the Recipient will act in good faith to reach agreement on the current fair market value of any property acquired under the Award. In the event that EERE and the Recipient cannot agree on the current market value, EERE and the Recipient will mutually agree on the selection of an independent assessor, at the Recipient’s expense, to conduct an independent assessment of the current fair market value.
Determining Fair Market Value. 7.1 The Fair Market Value for the purposes of paragraph 5 will be the price per Share held by the Leaver (who, for the avoidance of doubt, shall be one of the Vesting Shareholders) as agreed between such Vesting Shareholder and the Board (acting by Shareholder Majority) as representing the market value of the Shares held by such Vesting Shareholder. In the absence of agreement:
(a) such Vesting Shareholder and the Board (acting by the Shareholder Majority) shall jointly appoint a Valuer to certify the fair market value of the Sale Shares as at the Termination Date; or
(b) in the absence of agreement to jointly appoint a Valuer pursuant to paragraph 7.1(a) directly above, or where such jointly appointed Valuer declines to act in respect of the matter, a Valuer (acting as an expert and not as an arbitrator) shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales, in either case, being a valuations practitioner in an internationally recognised professional services firm.
7.2 If the price is to be determined by a Valuer pursuant to paragraph 7.1(a) the Valuer will determine and certify to the Board the amount which represents in its opinion the fair market value of the Shares held by the Vesting Shareholder as at the Termination Date. The Valuer will be requested by the Board (acting by the Shareholder Majority) to determine the fair market value and notify the Board and the relevant Vesting Shareholder of its determination within 30 Business Days of its appointment.
7.3 In determining market value the Valuer will act as expert and not as arbitrator and, accordingly, the Arbitration Act 1996 or any statutory re-enactment or modification of it for the time being in force will not apply. The report of the Valuer will be final and binding on the parties except in the case of fraud or manifest error.
7.4 The costs of obtaining the Valuer’s report will in all cases be borne by the Company.
Determining Fair Market Value. At any time within 20 days after the Non-Defaulting Shareholder becomes aware of the occurrence of a Default Event, the Non-Defaulting Shareholder may serve a written notice on the Company and the Defaulting Shareholder setting out the details of the Default Event and stating that it requires that the Fair Market Value of the Defaulting Shareholder’s and the Non-Defaulting Shareholder’s Shares be determined in accordance with Schedule 2 (FMV Notice).
Determining Fair Market Value. For all purposes hereunder, “Fair Market Value” shall be the fair value that a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation would be willing to pay, as determined in good faith by the Board, taking into account all relevant factors determinative of value (giving effect to any transfer Taxes payable or discounts in connection with such sale). Notwithstanding the foregoing, the Fair Market Value of the Contributed Assets at the time of the CREH Contribution is set forth on the Schedule of Members attached hereto.
Determining Fair Market Value. For the purposes of this Agreement, “Fair Market Value” of the Shares shall be the amount agreed by TSN US and TMI and shall be determined using a discounted cash flow analysis. The per Share Fair Market Value shall not give any effect to any discount for minority ownership or premium for majority ownership and shall not take into account the value of any tangible or intangible assets of TSN Canada Holdings or TSN Canada. In the event that TMI and TSN US cannot agree as to the Fair Market Value of the Shares of TSN Canada Holdings when required herein, then they shall, at the joint expense of TMI and TSN US (each bearing 50% thereof), jointly retain a qualified and independent valuator (the “Valuator”) to advise in writing as to the appropriate Fair Market Value using the methodology set forth in this Section 6.9. In determining Fair Market Value by performing the discounted cash flow analysis, the Valuator shall determine the appropriate discount rate and may take into account such factors as are customarily considered when making such a determination, subject to the limitations in this Section 6.9. TMI and TSN US will deliver to the Valuator and to each other any information requested by the Valuator to assist him in making his valuation. The Valuator will direct any information request in writing to both TMI and TSN US. The Valuator will deliver to TMI and TSN US as expeditiously as possible a report setting out the Fair Market Value of the Shares which will be binding on both TMI and TSN US.
Determining Fair Market Value. If the Parties do not otherwise agree as to the fair market value, then upon the written request of any Party (the “Initial Request”), each Party shall provide to the other, on or before thirty (30) days after the Initial Request, a written statement as to such party’s estimate of the Fair Market Value of the tangible real and personal assets of the Company (the “Written Statement”).
Determining Fair Market Value. If, with respect to a Research Program, Pyxis elects in its Option Exercise Notice that Fair Market Value Consideration shall apply under the applicable License Agreement (or if Pyxis previously entered into a License Agreement (for a different Research Program) for which Predetermined Consideration applies), each of Pyxis and Alloy shall engage a mutually acceptable third party valuation firm (each, a “Firm”) within [***] of the date of the Option Exercise Notice (the date when each of Pyxis and Alloy have engaged a Firm, the “Engagement Date”). Each Firm will conduct an analysis of the fair market value of the applicable Research Program (including the Program Assets in such Research Program) and will present to the Parties its assessment of such fair market value as soon as practicable after the Engagement Date (and in any event within [***] after the Engagement Date), which assessment will ascribe values to (a) an upfront payment, (b) milestone payments and (c) a running royalty. If the fair market valuations of each Firm are within 10% of one another (based on the foregoing categories taken together), then the Firms will average the two valuations, and such average shall be deemed to be the Fair Market Value Consideration for the applicable Research Program. If such valuations are not within [***] of one another, the Parties will mutually agree upon a third Firm to perform its own valuation, and the average of (i) such third Firm’s valuation and (ii) the valuation of the other Firm whose valuation is closest to the third Firm’s valuation, shall be deemed to be the Fair Market Value Consideration for the applicable Research Program. For the avoidance of doubt, Exhibit A to the License Agreement for such Research Program shall be prepared in good faith by the Parties consistent with such Fair Market Value Consideration, as determined by the Firms (including with respect to the upfront payment, milestone payments and running royalty). Pyxis shall have the right, upon written notice to the Company following determination of the applicable Fair Market Value Consideration for a Research Program in accordance with this Section 3.5.3, to (1) revoke its Option Exercise Notice, or (2) if Pyxis and the Company have not previously entered into a License Agreement (for a different Research Program) for which Predetermined Consideration applies, elect to enter into a License Agreement for such Research Program at Predetermined Consideration. The Company shall reimb...
Determining Fair Market Value. For all purposes hereunder, “Fair Market Value” shall be the fair value that a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation would be willing to pay, as determined in good faith by the Board, taking into account all relevant factors determinative of value (giving effect to any transfer taxes payable or discounts in connection with such sale); provided, that (a) the Fair Market Value of the Class B Units shall equal the amount the holders of Class B Units would receive pursuant to Section 4.1 had all of the assets of the Company and/or all of the Units of the Company been sole for Fair Market Value and (b) the Fair Market Value of the Contributed Interests and Subjects Assets at the time of the EQM Contribution is set forth on Schedule III attached hereto.
