Fair Value Determination. The Fair Value of each Loan shall be determined in good faith by the Borrower’s board of directors on a quarterly basis or any other time when the Fair Value is required in accordance with the Investment Policy. At least once annually, the Fair Value for each Loan owned by the Borrower shall be reviewed by an independent valuation provider. The Fair Value for any Loan reviewed by an independent valuation provider shall be the lesser of the valuation estimated by such provider and the Borrower’s board of directors. Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required Lenders, shall at any time have the right to request any Loan included in the Borrowing Base to be independently tested by an independent valuation provider.
Fair Value Determination. The Fair Value of each Transferred Loan owned by the Borrower shall be determined in good faith by the Servicer’s board of directors on a quarterly basis or any other time when the Fair Value is required in accordance with the Investment Policy. At least once annually (commencing three months after the date of the acquisition of such Transferred Loan by the Borrower), the Fair Value for each Transferred Loan owned by the Borrower shall be reviewed by an independent valuation provider, and, on the next date of determination of the Fair Value for such Transferred Loan following any such valuation, the Fair Value for such Transferred Loan shall be the lesser of the valuation estimated by such provider and the Servicer’s board of directors; provided that, if such provider provides a range of valuations for such Transferred Loan, the valuation estimated by such provider shall be deemed to be the valuation the Servicer would report on its financial statements.
Fair Value Determination. In the event the Fair Value of a Membership Interest is to be determined under the terms of this Agreement, the Managers shall cause the Company to select two qualified appraisers for the purpose of making such determination. In connection with any determination of Fair Value, the Company will make its books and records available to the appraiser and will otherwise cooperate and cause its employees to cooperate with such appraiser.
Fair Value Determination. Prior to the consummation of any transaction identified in Sections 5.10(a), (b), (q) or (r) above, a majority of the members of the Britannia Board shall determine the fair market value of Britannia's assets and communicate such determination to the Shareholders; provided, however, that either Shareholder may request that an independent third party jointly selected by the Shareholders or, in the absence of agreement between the Shareholders, by Britannia's auditors, review the determination of the Britannia Board and, acting as expert and not as arbitrator, establish the fair market value of Britannia's assets in a manner that shall be final and binding on the Parties; provided, further that no such determination shall be necessary for a proposed acquisition or disposition of assets (including stock, property or other equity interests) of Britannia or any Subsidiary of Britannia in a transaction or series of related transactions in which the total consider ation paid or received for such assets is less than (pound)100,000.
Fair Value Determination. (a) The General Partner shall (i) no later than January 31st of each calendar year, determine the fair value (“Fair Value”), as of December 31st of the preceding calendar year, of the Partnership Points held by each Limited Partner and provide a written statement thereof to each such Limited Partner, and (ii) in the event of the death or permanent disability of a Limited Partner or a Change of Control of AMG, as promptly as practicable following the receipt of a written request thereof by an applicable Limited Partner (or legal representative or legatee), determine the Fair Value, as of the last day of the most recently completed calendar quarter, of the Partnership Points held by such Limited Partner and provide a written statement thereof to such Limited Partner; provided, that, in each case, the General Partner may (at the expense of the General Partner) engage a nationally recognized independent valuation expert (an “Independent Valuation Expert”) to assist with the determination of Fair Value.
Fair Value Determination. On the first Business Day after the Certificate Date, the Fair Value of the Company shall be determined on the basis of the respective Appraisers' Certificates in accordance with the provisions of this Section 6(c). The higher of the values set forth on the Appraisers' Certificates is hereinafter referred to as the "Higher Value" and the lower of such values is hereinafter referred to as the "Lower Value". If the Higher Value is not more than one hundred ten percent (110%) of the Lower Value, the Fair Value of the Company will be the arithmetic average of such two values. If the Higher
Fair Value Determination. The parties hereto agree the consideration to be exchanged shall as to each be deemed fair value without the need for independent third party appraisals.
Fair Value Determination. In the event the Fair Value of a Membership Interest is to be determined under the terms of this Agreement, the Governing Authority shall cause the Company to select a qualified appraiser for the purpose of making such determination. In connection with any determination of Fair Value, the Company will make its books and records available to the appraiser and will otherwise cooperate and cause its employees to cooperate with such appraiser. The Company will pay the fees and expenses of such appraiser. In each case, the Governing Authority will cause the appraiser to be selected in accordance with the time frames set out in the Section of this Agreement which calls for the Fair Value determination. The determination of Fair Value, made by such independent appraiser will be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest. Upon receipt of the determination of the Fair Value the Company shall cause the report or reports developed by the appraisers to be distributed to each of the Members as soon as reasonably possible thereafter.
Fair Value Determination. (a) The General Partner shall, on or prior to the last business day of each February immediately preceding an applicable Purchase Date under Section 6.5(a), determine the fair value (“Fair Value”) of the outstanding Partnership Points of each LTEIP Series, as of December 31st of the preceding calendar year, and provide written statements to the Individual Equityholders notifying each such Individual Equityholder of the Fair Value of the Partnership Points of each LTEIP Series then held by such Individual Equityholder and all of his or her related Limited Partners.
