General Principles of Application Sample Clauses

General Principles of Application. The following principles shall apply generally to any determination of "fair market value" under Section 11.15(a), whether such determination is made by the interested parties or by an investment banking firm: (i) Fair market value shall mean the price at which the property in question would change hands between a willing buyer and a willing seller, neither being under any compulsion and both having reasonable knowledge of the relevant facts, including the relevant regulatory policies and, where the item in question is an interest, or a group of assets used, in a business, such item shall be valued based on its going-concern value. (ii) Any expected tax benefits of either interested party shall be considered in determining fair market value. (iii) In computing the fair market value of a Unit or group of Units, such values shall be determined by reference to the fair market value of the Company and the presence or absence of voting or control rights shall be ignored. (iv) All property will be valued on a stand-alone basis without regard to any expected cost savings or other synergies resulting from any proposed transaction. Notwithstanding the foregoing, (i) if as a result of the failure of a Putting GridAmerica Company to include in its Contributed Transmission Facilities all Transmission Facilities necessary or reasonably appropriate to operate the Contributed Transmission Facilities in the manner in which such Transmission Facilities were operated immediately prior to the determination of the fair market value of such Transmission Facilities, the cost to the Company of replacing those omitted Transmission Facilities shall be taken into account in determining Fair Market Value and (ii) the economic and operational effect of any assets or contractual arrangements for the provision of services offered by a Putting GridAmerica Company in connection with the exercise of any Put Right shall be taken into account in determining the fair market value of any Contributed Transmission Facilities.
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General Principles of Application. The following general principles shall apply with respect to the defined terms and phrases set forth on this Exhibit A: (1) each of the Costs (as defined in Section B below) shall be tracked and calculated on a Product-by-Product basis; (2) Costs shall be determined, as agreed by the Parties, in accordance with applicable Accounting Standards, as consistently applied internally by a Party for all its products; (3) all Costs shall exclude any costs and/or expenses included in the deductions used to determine Adjusted Gross Sales and/or Net Sales; (4) all Costs shall exclude any and all amounts recovered and reimbursed to or paid to the applicable Party by a Third Party; (5) all Costs shall only include those amounts described in this Exhibit A and/or Article 4 of the Agreement (e.g., shall not include any payments to Maxygen pursuant to Articles 8 and/or 9); (6) to the extent that Costs relate to elements of M&P Costs, only the proportion of those costs that directly relate to the sale of Products in the U.S. shall be included in M&P Costs. (7) where Costs relate to or provide benefit to more than one Product (or product), indication and/or country or geographic region, such Costs shall be tracked and allocated reasonably and equitably between such Products (or products), indications and/or countries or regions, in accordance with guidelines agreed by the Parties in good faith.
Sample 1
General Principles of Application. The following principles shall apply generally to any determination of "fair market value" under Section 7.1, whether such determination is made by the Interested Parties or by an investment banking firm:
Sample 1
General Principles of Application. When the "Fair Market Value" to be determined is in connection with a contribution of assets to the Company by the Managing Member or one of its Affiliates, the Members other than the Managing Member and its Affiliates acting collectively will represent the interests of the Company in such valuation process.
Sample 1

Related to General Principles of Application

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • General Principle (a) Each Employer recognises that Employees sometimes face situations of violence or abuse in their personal life that may affect their attendance or performance at work. Therefore, each Employer is committed to providing support to staff that experience family violence. (b) Leave for family violence purposes is available to employees who are experiencing family violence and also to allow them to be absent from the workplace to attend counselling appointments, medical appointments, legal proceedings or appointments with a legal practitioner and other activities related to, and as a consequence of, family violence.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Definitions Principles of Construction Section 1.1. Definitions 1 Section 1.2. Principles of Construction 16

  • Principles of Construction All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

  • Definitions and Principles of Interpretation The following definitions in clause 1.1 shall be replaced as follows:

  • General Rules of Construction Except as expressly stated otherwise, all references to “Paragraph(s)” or “Section(s)” in this Contract are references to Paragraphs and Sections of this Contract or the Exhibits attached to this Contract; and all references to Exhibit(s) are references to the Exhibits attached hereto. The table of contents and headings used in this Contract are for reference and convenience only, do not in any way define, limit, describe, or amplify the provisions of this Contract or the scope or intent of its provisions, are not a part of this Contract, and will not enter into the interpretation of this Contract. All references to “days” in this Contract mean calendar days unless otherwise stated. The term “business day” means Monday through Friday, excluding holidays observed by the School District.

  • Definitions and Principles of Construction Section 1.1 Defined Terms 1 Section 1.2 Principles of Constructions 1

  • Principles of Interpretation The following principles of interpretation apply to this Settlement Agreement:

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