Independent Valuation Agent Sample Clauses

Independent Valuation Agent. The Board will engage an independent valuation agent on behalf of the Company to assist the Board in determining the fair market value of the Company’s assets for which market quotations are not readily available. The Company’s valuation agent will at all times be unaffiliated with the Adviser and will be experienced in the valuation of assets similar to the types of investments to be made by the Company.
Sample 1Sample 2
AutoNDA by SimpleDocs
Independent Valuation Agent. Xxxxxxx Mac or any Beneficiary may challenge any determination or calculation (each, a “Determination”) made by the Calculation Agent or Valuation Agent (if any) by notice to the Calculation Agent (with a copy to the Collateral Trustee). Pending the resolution of such challenge, only the undisputed amount of the Aggregate Required Collateral Amount shall be Transferred by Grantor to the Collateral Trustee. After a challenge is made, the parties (other than Collateral Trustee) shall negotiate in good faith to resolve the dispute, which may include providing determinations and calculations from independent valuation consultants. If such negotiations do not produce a mutually acceptable result within two Business Days, the parties (other than Collateral Trustee) will negotiate in good faith to agree on a Reference Market-maker that will make such Determination; if they cannot so agree within three Business Days, each of the parties will promptly choose two Reference Market-makers to make a Determination. If more than three Determinations are provided, the Determination will be the arithmetic mean of the Determinations, without regard to the Determinations having the highest and lowest values. If exactly three Determinations are provided, the Determination shall be the Determination remaining after discarding the highest and the lowest Determinations. For this purpose, if more than one Determination has the same highest value or lowest value, then one of such Determinations shall be disregarded. If exactly two Determinations are provided, the Determination will be the arithmetic mean of the Determinations. If fewer that two Determinations are provided, the Determination by the Valuation Agent (if any) shall prevail. Any Determination pursuant to this Section 30 will be binding in the absence of manifest error and will be made on the same day at approximately the same time. The costs of any Reference Market-maker called upon to make such Determination will be borne equally by the parties (other than Collateral Trustee), unless there is no Valuation Agent, in which case such costs will be borne by Grantor.
Sample 1
Independent Valuation Agent. The Management Committee will engage an independent valuation agent on behalf of the Company to assist the Management Committee in determining the fair market value of the Company’s assets for which market quotations are not readily available. The Company’s valuation agent will at all times be unaffiliated with TCW and will be experienced in the valuation of assets similar to the types of investments to be made by the Company.
Sample 1

Related to Independent Valuation Agent

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

  • Independent Evaluation Buyer is experienced and knowledgeable in the oil and gas business. Buyer has been advised by and has relied solely on its own expertise and legal, tax, accounting, marketing, land, engineering, environmental and other professional counsel concerning this transaction, the Subject Property and value thereof.

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

  • Independent Entity 17.10.1 The SPD shall be an independent entity performing its obligations pursuant to the Agreement. 17.10.2 Subject to the provisions of the Agreement, the SPD shall be solely responsible for the manner in which its obligations under this Agreement are to be performed. All employees and representatives of the SPD or contractors engaged by the SPD in connection with the performance of the Agreement shall be under the complete control of the SPD and shall not be deemed to be employees, representatives, contractors of SECI and nothing contained in the Agreement or in any agreement or contract awarded by the SPD shall be construed to create any contractual relationship between any such employees, representatives or contractors and SECI.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Trustee A Trustee who is an "Independent Trustee," as that term is defined in the Delaware Act, shall be deemed to be independent and disinterested for all purposes when making any determinations or taking any action as a Trustee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!