The Appraised Value Sample Clauses

The Appraised Value. 18.1 Certain sections of this Agreement provide the right for a Partner to initiate a “Negotiated Buy-Sell transaction.” For purposes of this Agreement, that shall mean a negotiation initiated by a Partner with the other Partner(s) to sell all of its interest in the Partnership to those Partners(s) or to buy all of the interest in the Partnership of all other Partners(s), as follows: XXXXX’X COFFEE ASIA PACIFIC PARTNERS, LP PARTNERSHIP AGREEMENT PAGE 21 OF 29 18.1.1 The parties, being the buyer and seller, shall each, at their own expense, hire an appraiser. The hired appraisers shall then hire an additional appraiser upon their independent agreement. The cost for the independent, third appraiser, shall be divided evenly between the parties. The three appraisers shall each independently appraise the Partnership and arrive at their estimated appraisal value for the sale. The three shall then confer and reach an agreed appraisal value as a committee (the “Final Appraised Value”). This Final Appraised Value shall be binding upon the parties so long as: 18.1.1.1 The three appraisals do not vary greater than 25% from the mean of the three appraisals; 18.1.1.2 The final appraised value is no greater than 10% above the highest appraised value, nor lesser than 10% below the lowest appraised value; 18.1.1.3 The appraisal process was performed in good faith by all appraisers. In the event that the terms of this section are not satisfied, then the parties must have the interest re-appraised, or the parties may seek a remedy through a court of law. In the event that there are more than one buyer and/or seller involved in the transaction, absent an agreement among the parties, each party must hire their own appraiser. 18.1.2 In a Negotiated Buy-Sell, the terms of payment shall be as follows, unless otherwise agreed to by the buying and selling Partners: 18.1.2.1 The lesser of the amount which is twenty-five percent of the purchase price or $1,000,000.00, shall be paid in cash, bank cashier’s check, or certified funds at the closing; 18.1.2.2 The balance of the purchase price by the buying Partner executing and delivering its promissory note for the balance, with interest at the prime interest rate stated by primary banking institution utilized by the Partnership. Interest will be payable monthly, with the principal sum being due and payable in three equal annual installments. The promissory note will be secured by the ownership interest being purchased by the Partner a...
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The Appraised Value. The term "Appraised Value" as used in this Agreement shall be the dollar amount equal to the product obtained by multiplying (a) the percentage of Partnership Interest and Partnership Rights owned by a Partner by (b) the Fair Market Value of the Partnership's assets, as determined in accordance with Section 18.2. 18.
Sample 1
The Appraised Value. The term “Appraised Value,” as used in this Agreement, shall be the dollar amount equal to the product obtained by multiplying (a) the percentage of Units of the Company owned by a Member by (b) the Fair Market Value of the Company’s assets, as determined in accordance with Section 10.06(1). 1. The Fair Market Value of the Company’s assets shall be determined in the following manner: a. Within thirty (30) days of the date of the Offering Notice, the Withdrawal Date or the Occurrence Date, as the case may be, the remaining Members shall select an appraiser (the “Company Appraiser”) to determine the Fair Market Value of the Company’s assets, and the Company Appraiser shall submit his determination thereof within thirty (30) days after the date of his selection (the “Appraisal Due Date”). b. If the appraisal made by the Company Appraiser is unsatisfactory to the Offering Member, the Withdrawing Member or the Defaulting Member; as the case may be, then within fifteen (15) days after the date of the Appraisal Due Date, the Offering Member, the Withdrawing Member or the Defaulting Member, as the case may be, shall select an appraiser (the “Member’s Appraiser”) to determine the Fair Market Value of the Company’s assets, and such appraiser shall submit his determination thereof within thirty (30) days after the date of his selection. c. If the appraisal made by the Member’s Appraisel is unsatisfactory to the remaining Members, then the Company Appraiser and the Member’s Appraiser shall select a third appraiser (the “Appraiser”) to determine the Fair Market Value of the Company’s assets and such Appraiser shall submit his determination thereof within thirty (30) days after the date of his selection. The Appraiser’s determination thereof shall be binding upon the Company, the remaining Members and the Offering Member, the Withdrawing Member or the Defaulting Member, as the case may be. 2. Any and all appraisers selected in accordance with the provisions of this Section 10.06 shall be certified appraisers, who shall conduct appraisals provided for in this Section 10.06 in accordance with generally accepted appraising standards. Any and all costs incurred in connection with any of the appraisals provided for in this Section 10.06 shall be borne equally by the remaining Members, and the Offering Member, the Withdrawing Member or the Defaulting Member, as the case may be.
Sample 1

Related to The Appraised Value

  • Appraised Value If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

  • The Appraisal The Mortgage Loan Documents contain an appraisal of the related Mortgaged Property by an appraiser who is licensed in the state where the Mortgaged Property is located, and who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • Performance Appraisal The employee's performance will be rated by his/her immediate excluded supervisor. The rater shall discuss the performance appraisal with the employee. The employee shall have the opportunity to provide his/her comments to be attached to the performance appraisal. The employee shall sign the performance appraisal and that signature shall only indicate that the employee has read the performance appraisal. A copy shall be provided the employee at this time.

  • Qualified Appraiser An appraiser, duly appointed by the Seller or the Originator, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation was not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfied the requirements of Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Rental Value Lessor shall also obtain and keep in force during the term of this Lease a policy or policies in the name of Lessor, with loss payable to Lessor and any Lender(s), insuring the loss of the full rental and other charges payable by all lessees of the Building to Lessor for one year (including all Real Property Taxes, insurance costs, all Common Area Operating Expenses and any scheduled rental increases). Said insurance may provide that in the event the Lease is terminated by reason of an insured loss, the period of indemnity for such coverage shall be extended beyond the date of the completion of repairs or replacement of the Premises, to provide for one full year's loss of rental revenues from the date of any such loss. Said insurance shall contain an agreed valuation provision in lieu of any co-insurance clause, and the amount of coverage shall be adjusted annually to reflect the projected rental income, Real Property Taxes, insurance premium costs and other expenses, if any, otherwise payable, for the next 12-month period. Common Area Operating Expenses shall include any deductible amount in the event of such loss.

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • Performance Appraisals 3201 The Employer shall complete a written appraisal of a nurse's performance at least bi-annually. Upon request, the nurse shall be given an exact copy of the appraisal. 3202 The nurse shall have an opportunity to read such document. 3203 The nurse's signature on such document merely signifies that the contents of the document have been read. 3204 If the nurse disputes the appraisal, she/he may file a reply to the document in accordance with Article 29, and/or she/he may file a grievance under Article 12 of this Agreement.

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