Valuation and Fairness Opinion Sample Clauses

Valuation and Fairness Opinion. Buyer shall have received the opinion from Value Management Group, or other independent company, that the terms and conditions of the purchase and sale of the Assets pursuant to this Agreement (including the Purchase Price) represents the fair market value of the Assets and are otherwise fair to the Parent and its shareholders from a financial point of view.
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Valuation and Fairness Opinion. The Seller may seek the following in connection with the Transaction, which would be submitted to the Seller’s Audit Committee and Board of Directors for its review and consideration: a. A valuation of the UK Subsidiaries; and b. A fairness opinion. The Buyer, Xxxxxxx and the Seller agree to fully cooperate with any requests for information and/or documents requested by the firm(s) providing the valuation and fairness opinion.
Sample 1
Valuation and Fairness Opinion. The Trustees will cause to deliver at Closing to Purchaser a current valuation and its opinion dated as of the Closing to the effect that (i) the Purchase Price to be paid by the Purchaser for the Shares is not in excess of fair market value for the purposes of Section 3(18) of ERISA and the aggregate consideration to be paid by the Purchaser for the Shares is not more than “adequate consideration” (as defined in Section 3(18)(B) of ERISA and the proposed regulations thereunder); (ii) the interest rate payable under the ESOP Loan is not in excess of a reasonable rate of interest; (iii) the terms of the ESOP Loan are at least as favorable to the ESOP as would be the terms of a comparable extension of credit resulting from arm’s length negotiations between independent parties; and (iv) the terms and conditions of the transactions which are to occur pursuant to this Agreement are fair and reasonable to the Purchaser from a financial point of view. The opinion shall be substantially in the form attached hereto as Schedule 5.
Sample 1
Valuation and Fairness Opinion. The Pacific Board has received an oral Valuation and Fairness Opinion and shall deliver to Oceana an accurate and complete copy of the written Valuation and Fairness Opinion within two business days of receiving it.
Sample 1

Related to Valuation and Fairness Opinion

  • Fairness Opinions (a) Unless waived by PSINet, there shall have been delivered to PSINet an opinion of independent investment bankers selected by PSINet, in form and substance satisfactory to PSINet, (i) as to the fairness to PSINet and its stockholders from a financial point of view of the issuance of the IXC Shares and the consummation of the transactions contemplated by, and in connection with, this Agreement and (ii) as to the value of the IRUs being granted by IXC to PSINet and the securities being issued or issuable by PSINet to IXC pursuant to this Agreement. (b) Unless waived by IXC, there shall have been delivered to IXC an opinion of independent investment bankers selected by IXC, in form and substance satisfactory to IXC, as to the fairness to IXC from a financial point of view of the transactions contemplated by, and in connection with, this Agreement.

  • Fairness Opinion Parent's Board of Directors has received the written opinion of Xxxxxxxxx & Xxxxx LLC, financial advisor to Parent, dated as of the date of this Agreement, to the effect that the Exchange Ratio is fair to Parent from a financial point of view. Parent has furnished an accurate and complete copy of said written opinion to the Company.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Brokers, Finders and Financial Advisors No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Purchaser.

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Financial Consideration A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program. B. The Facility is not required to reimburse the College/University faculty or students for any services rendered to the Facility or its patients pursuant to this Agreement.

  • Opinion of Financial Advisors SECTION 3.20

  • Financial Considerations 5.1 In the event aggregate funding provided to SCDDO from county, state and/or federal sources is reduced or in any way becomes insufficient to fund this Agreement, the obligations of both SCDDO and the CSP must thereupon be: (1) reduced on a pro rata basis, or (2) renegotiated or terminated, provided that any termination of this Agreement must be without prejudice to any obligations or liabilities of the parties accrued prior to the termination. 5.2 Upon discovery thereof, the CSP, or its employees, subcontractors or authorized agents will report to SCDDO any suspected or identified abuse, fraud or waste related to funds as identified in this Agreement. For the CSP’s convenience, SCDDO provides access to “Our Workplace” to report such suspected abuse, fraud or waste. Our Workplace may be accessed via the internet at xxx.XxxXxxxxxxxx.xxx (ID SCDDO615), or via phone at (000) 000-0000. The CSP agrees to post printed information on Our Workplace in an area accessible by its employees. The CSP also agrees to ensure that its employees are educated on abuse, fraud and waste and have a means to report suspected incidents thereof. Training on abuse, fraud and waste is available through Relias.

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