FMV Calculation Sample Clauses

FMV Calculation. The fair market value of any portion of the Timberlands subject to any Environmental Carveout shall be calculated by reference to the Value Table. At the Closing, the Pre-Adjustment Purchase Price shall be reduced by an amount equal to the aggregate fair market value of the Timberlands subject to such Environmental Carveouts, if any, as calculated in accordance with this Section 1.6(d)(iii).
Sample 1
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FMV Calculation. The fair market value of any portion of the Owned Timberlands and recorded Leasehold Interests subject to any Title Failure Carveout or Title Objection Carveout, including lack of access claims exceeding the RMS Access Threshold or FIA Access Threshold, as applicable, shall follow the procedures set forth in Section 2.3(b)(i) above, and be calculated, in the case of Owned Timberlands, in accordance with Exhibit B, and, in the case of recorded Leasehold Interests, based on the discounted cash flows attributable to such Leasehold Interests, as determined by mutual agreement, or, if Seller and the relevant Buyer Parent are unable to agree on such fair market value, the parties shall refer the matter to an independent consultant and each party will, at a mutually agreed time within three days after referral of the matter to such consultant, simultaneously submit to the consultant their respective calculations of such fair market value and any necessary supporting documentation. Within 30 days of such submissions, the consultant will select one of the two submissions (and shall not select any other amount) as being most representative of the disputed discounted rate of cash flows, and the submission so selected shall be final and binding on the Parties. The costs and expenses of the consultant in connection with the dispute resolution procedure set forth herein shall be paid by the non-prevailing party. At the Closing, (A) the Cash Purchase Price shall be reduced by an amount equal to the aggregate fair market value of the portions of the Cash Timberlands subject to such Title Failure Carveouts or Title Objection Carveouts (including those in respect of lack of access claims exceeding the RMS Access Threshold or FIA Access Threshold), if any, as calculated in accordance with Exhibit B and (B) the Installment Note Purchase Price shall be reduced (in the form of a reduction to the aggregate principal amount of the Timber Note) by an amount equal to the aggregate fair market value of the Installment Note Timberlands subject to such Title Failure Carveouts or Title Objection Carveouts (including those in respect of lack of access claims exceeding the RMS Access Threshold of FIA Access Threshold), if any, as calculated in accordance with Exhibit B.
Sample 1
FMV Calculation. The fair market value of any portion of the Timberlands subject to any Title Failure Carveout or Title Objection Carveout shall be
Sample 1
FMV Calculation. The fair market value of the Identified Title Carveouts and any portion of the Timberlands subject to any Title Objection Carveout shall be calculated in accordance with the Value Table. At the Closing, the Purchase Price shall be reduced by an amount equal to the aggregate fair the Identified Title Carveouts and any portion of the Timberlands subject to any Title Objection Carveout, if any, as calculated in accordance with this Section 1.7(b)(iii).
Sample 1
FMV Calculation. The fair market value of the Identified REC Parcels and any other portion of the Timberlands subject to any Environmental Carveout shall be calculated in accordance with the Value Table. At the Closing, the Purchase Price shall be reduced by an amount equal to the aggregate fair market value of the Identified REC Parcels and any other Timberlands subject to any Environmental Carveouts, if any, as calculated in accordance with this Section 1.7(d)(iii).
Sample 1

Related to FMV Calculation

  • Yield Calculation The Bank will compute the performance results of the Fund (the "Yield Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:

  • Interest Calculation Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year by (c) the outstanding principal balance.

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Interest Calculations Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Financial Calculations All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required in this Agreement or to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to the Lenders under Section 5.03 (

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Daily Management Fee Calculation For each calendar day, each class of each Fund shall accrue a fee calculated by multiplying the Per Annum Management Fee Rate for that class times the net assets of the class on that day, and further dividing that product by 365 (366 in leap years).

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.7 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted Acquisition in a manner reasonably satisfactory to the Agent), subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness of a target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.8), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

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