Independent Financial Expert Sample Clauses

Independent Financial Expert a nationally recognized financial advisory firm mutually agreed by the Company and the Majority Holders. If the Company and the Majority Holders are unable to agree on an Independent Financial Expert for a valuation contemplated herein, each of them shall choose promptly a separate Independent Financial Expert and these two Independent Financial Experts shall choose promptly a third Independent Financial Expert to conduct such valuation.
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Independent Financial Expert. 5.01(1) Institutional Accredited Investor..................................1.07(a)(y)(C) Lenders............................................................
Sample 1
Independent Financial Expert. 5.01(m) Indenture...............................................................................
Sample 1
Independent Financial Expert. (a) The Company shall select the Independent Financial Expert by delivering, or causing to be delivered, in accordance with Section 7.5 to each Registered Holder at its address as it shall appear upon the Warrant Register of the Company (the date on which such notice is delivered, the “Notice Date”), a notice of such selected Independent Financial Expert. If the Required Holders object to the selected Independent Financial Expert and deliver written notice of such objection to the Company in accordance with Section 7.5 within seven calendar days following the Notice Date, the Company and the Required Holders will jointly select the Independent Financial Expert within 10 calendar days following the Notice Date (it being acknowledged and agreed that the Company, on the one hand, and the Required Holders, on the other hand, shall use their respective reasonable efforts to negotiate in good faith to select an Independent Financial Expert during such period). If the Company and the Required Holders are unable to agree upon the selection of an Independent Financial Expert within such 10 day period, the Required Holders shall select promptly, but no later than the 14th day following the Notice Date, a separate Independent Financial Expert, and such Independent Financial Expert and the Independent Financial Expert selected by the Company shall select promptly, but no later than 21 calendar days following the Notice Date, a third Independent Financial Expert, which will be the Independent Financial Expert for purposes of this Agreement. The fees, costs, expenses and disbursements of the Independent Financial Expert shall be paid by the Company. (b) The Independent Financial Expert shall determine the Fair Market Value of all assets or liabilities (other than evidences of indebtedness or assumptions of liabilities or indebtedness, securities listed or admitted to trading or deposits and short- term money market instruments). The Company will provide such information regarding the assets to be valued as is reasonably requested by the Independent Financial Expert. Notice of the assets referred to the Independent Financial Expert for valuation shall be given to the Registered Holders, along with a summary of the information provided to the Independent Financial Expert. The Registered Holders shall have twenty (20) Business Days to provide information to the Independent Financial Expert with respect to the Fair Market Value thereof. (c) The Independent Financial Expert ...
Sample 1
Independent Financial Expert. Any decision made by an Independent Financial Expert under this Agreement shall be final and binding on all parties hereto, and shall not be subject to appeal or arbitration.
Sample 1
Independent Financial Expert. To the extent that the Current Market Price is required to be determined in accordance with the last sentence of Section 2.05, an independent appraisal firm or investment bank experienced in the valuation of such securities and which is not affiliated with the Warrantholder (the “Independent Financial Expert”) shall be selected in good faith by the Warrantholder exercising the Conversion Right and approved by the Corporation (excluding those directors affiliated with the Warrantholder exercising the Conversion Right), which approval shall not be unreasonably withheld or delayed. If the Corporation and the Warrantholder exercising the Conversion Right are unable to agree on the selection of an independent appraiser within 30 days of the date when the Warrantholder exercising the Conversion Right first delivered notice in writing to the Corporation of the name of a proposed independent appraiser, then the Warrantholder exercising the Conversion Right may request the President of the American Arbitration Association to appoint an independent appraiser and such appointment shall be final and binding for purposes of determination of the Current Market Price in question. The Independent Financial Expert shall determine the Current Market Price. The determination of the Current Market Price for the Applicable Share by the Independent Financial Expert as of the date of determination shall mean the price that a willing buyer would pay to a willing seller for the Applicable Share in an arm’s length transaction, with neither party being under any immediate obligation or need to consummate the transaction, it being understood that the buyer and seller in arriving at such price in determining the value of the Applicable Share would each consider, among other factors:
Sample 1

Related to Independent Financial Expert

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Expert Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

  • Audit Dispute In the event of a dispute with respect to any audit conducted under Section 6.10.1, Xxxxxxx and Forest shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [*] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Accountant”). The decision of the Accountant shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Accountant shall determine. If the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the Party owing such additional payments shall pay such additional amounts, or the Party that received such excess payments shall reimburse such excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

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