Interim Valuations Sample Clauses

Interim Valuations. In each year between required independent valuations, the Board of Directors shall, at its option, either (i) engage an Independent Valuation Firm to conduct an independent valuation in accordance with the procedures set forth under “Independent Valuations” above; or (ii) provide a valuation, which is reviewed and confirmed by the Independent Valuation Firm (“Interim Valuation”). With respect to an Interim Valuation, the role of the Independent Valuation Firm shall include a review and confirmation of each of the following items relating to the Interim Valuation: • the reasonableness of the valuation process and methodology and conformity with real estate industry standards and practices relating to valuations; • the reasonableness of the assumptions and data used in connection with the valuation of each real estate investment, including but not limited to rental rates, tenant improvements and concessions, lease renewal and option exercise probabilities, revenue and expense growth rates, going-in and residual capitalization rates, discount rates, and other assumptions and data deemed material to the valuation; and • the reasonableness of the final real estate investment valuation assigned by the Company’s Board of Directors.
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Interim Valuations. In each year between independent valuations, the Board shall provide a Per Share NAV, which is reviewed and confirmed as within a reasonable range by the Independent Valuation Firm (each an “Interim Valuation”). The Company shall perform the first interim valuation no later than one (1) year after the effective date of the Offering. The Independent Valuation Firm shall include a review and confirmation of each of the following items relating to the Interim Valuation: • the reasonableness of the valuation process and methodology and conformity with real estate industry standards and practices relating to valuations; • the reasonableness of the assumptions and data used in connection with the valuation of each real estate investment, including but not limited to rental rates, tenant improvements and concessions, lease renewal and option exercise probabilities, revenue and expense growth rates, going-in and residual capitalization rates, discount rates, and other assumptions and data deemed material to the valuation; and • the final real estate investment valuation assigned by the Board.
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Interim Valuations. The Plan Administrator may request the Trustee to perform interim valuations.
Sample 1
Interim Valuations. It is contemplated that the Trust Fund will be valued by the Trustee and allocations made only on a Valuation Date. At any time that the Plan’s valuations are not performed on a daily basis, should it be necessary to make distributions under the provisions hereof and the Plan Administrator in good faith determines that, because of (a) an extraordinary change in general economic conditions, (b) the occurrence of some casualty materially affecting the value of the Trust Fund or a substantial part thereof, or (c) a significant fluctuation in the value of the Trust Fund has occurred since the immediately preceding Valuation Date, the Plan Administrator may, in his sole discretion, prevent the payee from receiving a substantially greater or lesser amount than what he would be entitled to, based on current values, and cause a re-valuation of the Trust Fund to be made and a reallocation of the interests therein as of the date the payee’s right of distribution becomes fixed. The Plan Administrator’s determination to make such special valuation and the valuation of the Trust Fund as determined by the Trustee shall be conclusive and binding on all persons ever interested hereunder. Such interim valuation shall not discriminate in favor of Highly Compensated Employees.
Sample 1
Interim Valuations. In each year between required independent valuations, the Board of Directors shall, at its option, either (i) engage an Independent Valuation Firm to conduct an independent valuation and determination of NAV and Per Share NAV in accordance with the procedures set forth under “Independent Valuations” above; or (ii) provide a NAV and Per Share NAV, which is reviewed and confirmed by the Independent Valuation Firm (“Interim Valuation”). With respect to an Interim Valuation, the role of the Independent Valuation Firm shall include a review and confirmation of each of the following items relating to the Interim Valuation: • the reasonableness of the valuation process and methodology and conformity with real estate industry standards and practices relating to valuations; • the reasonableness of the assumptions and data used in connection with the valuation of each real estate investment, including but not limited to rental rates, tenant improvements and concessions, lease renewal and option exercise probabilities, revenue and expense growth rates, going-in and residual capitalization rates, discount rates, and other assumptions and data deemed material to the valuation; and • the reasonableness of the final real estate investment valuation assigned by the Company’s Board of Directors.
Sample 1
Interim Valuations. The fair market value of the assets, other than assets acquired at the direction of Participants and interests in Contracts, allocated to the Accounts of a Participant whose participation hereunder ceases as of a date other than an Anniversary Date shall not be revalued as of such date unless a substantial change in the fair market value of such assets has occurred. In any such case, the Committee shall cause the Trustee to determine the fair market value of the assets constituting the Trust Fund, other than assets acquired at the direction of Participants and interests in any Contracts, as of the last day of the calendar month immediately preceding the month during which such Participant's participation hereunder ceases, divide such fair market value by the fair market value of such assets as of the preceding Anniversary Date and multiply the result thereof by the portion of the values of the Participant's Accounts attributable thereto as of the immediately preceding Anniversary Date. All such interim valuations shall be made in a uniform and nondiscriminatory manner.
Sample 1
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Interim Valuations. In each year between independent valuations, the Board of Directors shall provide a valuation, which is reviewed and confirmed by the Independent Valuation Firm (“Interim Valuations”). The role of the Independent Valuation Firm shall include a review and confirmation of each of the following items relating to the Interim Valuation: • the reasonableness of the valuation process and methodology and conformity with real estate industry standards and practices relating to valuations; • the reasonableness of the assumptions and data used in connection with the valuation of each real estate investment, including but not limited to rental rates, tenant improvements and concessions, lease renewal and option exercise probabilities, revenue and expense growth rates, going-in and residual capitalization rates, discount rates, and other assumptions and data deemed material to the valuation; and • the final real estate investment valuation assigned by the Company’s Board of Directors.
Sample 1

Related to Interim Valuations

  • Accounting Valuations and Books and Records 7.1 Accounting and Reports...........................................24 7.2 Determinations by the Board of Managers..........................25 7.3

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • Year-End Financial Statements As soon as available but no later than ninety (90) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and reasonably satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • Financial Statements; Material Liabilities The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

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