Valuation Dispute Sample Clauses

Valuation Dispute. In the event that a Withdrawing Shareholder (as defined in Section 3.3) or such Withdrawing Shareholder’s estate or other legal representative (the “Disputing Party”) determines that the true fair market value of the Company (the “Fair Market Value”) is at least twenty percent (20%) more than the then-current Valuation, then such Disputing Party may give notice in writing thereof to the Company along with a calculation of such Fair Market Value (the “Dispute Notice”), as soon as possible but in any event prior to the effective Withdrawal Date (as defined in Section 3.2). The Company, the Remaining Shareholders and the Disputing Party shall work in good faith to for a period of thirty (30) days following delivery of the Dispute Notice to try and agree on a new Valuation. If such agreement cannot be reached, then the Disputing Party may, no later than forty-five (45) days after the Dispute Notice, demand binding arbitration to determine the Fair Market Value with a final decision to be rendered no later than sixty (60) days following the demand for arbitration. If the arbitrator determines that the Fair Market Value is in excess of the Valuation by at least twenty percent (20%), then such Fair Market Value shall be the new Valuation and the Company shall bear the costs of arbitration and the reasonable costs of the Disputing Party’s counsel and experts in such arbitration. If the arbitrator determines that the Fair Market Value does not exceed the Valuation by at least twenty percent (20%), then the Valuation shall remain as the Valuation and the Disputing Party shall bear the costs of arbitration and the Company’s and Remaining Shareholders’ reasonable costs of counsel and experts in such arbitration, which may be deducted from any payments to such Disputing Party. During the dispute process set forth in this Section 1.3, all other dates and timelines shall be suspended temporarily until final resolution of the Valuation dispute is reached as provided herein.
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Valuation Dispute. In the event that the Non-Control Party delivers a Dispute Notice, then the Non-Control Party and the Control Party shall work in good faith to resolve the Non-Control Party’s objections set forth therein and the calculation of the Current Equity Value. In the event the Non-Control Party and the Control Party fail to agree on the Current Equity Value within thirty (30) days after delivery of the Dispute Notice, then the applicable disputed items shall be promptly referred for valuation to a nationally recognized valuation firm (which may be the valuation practice of a nationally-recognized investment bank or accounting firm) with experience valuating asset management firms (the “Valuation Firm”) which shall determine, no later than ninety (90) days following the expiration of the applicable Open Period, the computation of the items remaining in dispute and the resulting calculation of the Current Equity Value, in each case in accordance with the terms of this Agreement. In resolving any disputed item, the Valuation Firm (i) shall be bound by the Historic Principles and the provisions of this Agreement, (ii) may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and (iii) shall take into account only the Dispute Notice and the information and documents provided to the Valuation Firm by or on behalf of the Non-Control Party or the Control Party (i.e., not on the basis of independent review). The Valuation Firm shall consider only the disputed matters that were included in the Dispute Notice and that the Non-Control Party and the Control Party were unable to resolve. Neither the Non-Control Party nor the Control Party shall meet or have any conversations separately with the Valuation Firm (other than conversations limited to the submission of a request for documents or information by the Valuation Firm to such party) without the other party’s prior written consent. Each of the Non-Control Party and the Control Party may also furnish to the Valuation Firm such other information and documents as it deems relevant or such information and documents as may be requested by the Valuation Firm; provided, that it delivers a copy thereof substantially simultaneously to the other party. The aggregate fees, costs and expenses of the Valuation Firm shall be borne by the Oaktree Operating Group (provided that each party will bear their own legal fees with...
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Valuation Dispute. (a) Within ten (10) Business Days following Holders’ receipt from Parent of the Notice and the Transaction Documents, the Required Holders may, in the event they have a good faith dispute with any of Parent’s valuations or other amounts set forth in the Notice, provide written notice of, and the grounds for, such dispute to Parent, accompanied by the information setting forth the grounds for such dispute in reasonable detail (a “Dispute Notice”). In the event the Required Holders do not deliver such Dispute Notice during such ten (10) Business Day period, Parent’s valuations and amounts set forth in the Notice shall be considered final and binding on the Parties.
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Valuation Dispute. The Borrower shall obtain a valuation of the Collateral from a third-party acceptable to the Required Lenders in their commercially reasonable judgment who is experienced in valuing Policies (a “Borrower Valuation”). In the event the Borrower Valuation (A) is more than ten percent (10%) higher than the Lender Valuation of the Pledged Policies and (B) results in an LTV of less than fifty percent (50%), then, at the Administrative Agent’s option, (i) on the first Distribution Date occurring after the Borrower obtains such Borrower Valuation, such Borrower Valuation will be used for the determination of the LTV (and for each subsequent Distribution Date, the Lender Valuation, as determined by the Administrative Agent from time to time, will be used for all subsequent determinations of the LTV, subject to the Borrower initiating any future Valuation Disputes in accordance with the terms hereof) or (ii) the Administrative Agent may request in writing that the Borrower repay all the Advances outstanding plus accrued interest and expenses in respect thereof (a “Payoff Notice”). If the Borrower does not repay such amount in full within one hundred eighty (180) days of the Payoff Notice, the Borrower will no longer have the right to initiate a Valuation Dispute and the Lender Valuation, as determined by the Administrative Agent from time to time, will be used for all subsequent determinations of the LTV. During such one hundred eighty (180) day period, the LTV and the related Lender Valuation shall equal the amounts as initially calculated by the Required Lenders. No Yield Maintenance Fee shall be payable in connection with the repayment of Advances by the Borrower pursuant to this Section 7.5(b).
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Valuation Dispute. If Oxygen and Carbon are not initially in agreement with respect to the amount of an FDIC Payment or GSE Payment that would be reflected as a Transaction Expense in the calculation of Net Merger Consideration assuming such FDIC Payment or GSE Payment were paid by Oxygen as contemplated by Section 6.1(b) or 6.1(c), the STRICTLY CONFIDENTIAL EXECUTION parties shall seek in good faith to resolve their differences and agree on an amount within ten (10) Business Days. If, at the end of such ten (10) Business Day period, such amount or amounts still remain in dispute, then within two (2) Business Days following the end of such period, Carbon and Oxygen shall each submit in writing to a nationally recognized independent valuation firm reasonably agreed by Oxygen and Carbon (the “Independent Valuation Firm”) an amount that shall be its best and final offer as to the amount of such FDIC Payment or GSE Payment, as applicable (as to each, its “Final Offer”). The Independent Valuation Firm shall be instructed to select the Final Offer that is closest to the value of the FDIC Payment or GSE Payment, as the case may be, as determined by the Independent Valuation Firm in accordance with the terms of this Agreement. The Final Offer selected by the Independent Valuation Firm shall serve as the final, binding resolution of the amount of the FDIC Payment or GSE Payment, as applicable, that would be reflected as a Transaction Expense if paid by Oxygen and such selection of a Final Offer by the Independent Valuation Firm shall be (i) in writing and signed by the Independent Valuation Firm, (ii) furnished to Carbon and Oxygen as soon as practicable after the items in dispute have been referred to the Independent Valuation Firm, which shall not be more than twenty (20) Business Days after such referral, and (iii) conclusive and binding upon Carbon and Oxygen on the date of delivery of such written resolution (other than in the case of fraud). Carbon and Oxygen agree to cooperate with the Independent Valuation Firm and to promptly provide all documents and information reasonably requested by the Independent Valuation Firm so as to enable it to make its determination as quickly and as accurately as possible. The fees and expenses of the Independent Valuation Firm shall be borne by the party whose Final Offer is not selected by the Independent Valuation Firm; provided that any fees and expenses borne by Oxygen shall be Transaction Expenses. [Signature Page Follows] STRICTLY CONFIDE...
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Related to Valuation Dispute

  • Calculation Disputes If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will, within two Business Days of receipt of Non-Defaulting Party’s calculation, provide to the Non- Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that the Defaulting Party must first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the full Settlement Amount or Termination Payment, as applicable. References to Defaulting Party and Non-Defaulting Party in this Section include the Potentially Defaulting Party and Potentially Non-Defaulting Party, as applicable.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement. NCCI shall be entitled to reimbursement for all costs, including reasonable attorney’s fees and court costs/expenses incurred by NCCI in connection with obtaining any such determination, and/or in defending any claim made or legal action taken in connection with this Agreement or the agreement(s) between BUYER/MAKER and SELLER/HOLDER which are the subject matter of this collection, except as otherwise specified herein. SELLER/HOLDER hereby gives to NCCI a continuing lien on the proceeds to which they are otherwise entitled under this Agreement to cover such fees, costs and/or expenses.

  • Audit Dispute In the event of a dispute with respect to any audit under Section 4.10, AbbVie and Licensee 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 [***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9, or AbbVie shall reimburse the excess payments, as applicable.

  • Arbitration Dispute Resolution Company and Executive express expressly agree that, except for disputes arising out of alleged violations related to proprietary inventions and confidential information, all disputes arising out of this Agreement shall be resolved by arbitration in accordance with the following provisions. Either party must demand in writing such arbitration within one hundred and twenty (120) days after the controversy arises by sending a notice to arbitrate to both the other party and to the American Arbitration Association (“AAA”). The controversy shall then be arbitrated, pursuant to the rules promulgated by the AAA (the “Rules”), in the state of California. The parties will select by mutual agreement the arbitrator or arbitrators to herein resolve the controversy; provided, however, that, the parties cannot mutually agree as to the arbitrator, then the arbitrator shall be selected by the AAA in accordance with the Rules. The arbitrator’s decision shall be final and binding on the parties and shall bar any suit, action or proceeding instituted in any federal, state or local courts for administrative tribunal. Notwithstanding the preceding sentence, the arbitrator’s judgment may be entered in any court of competent jurisdiction. Disputes arising under the sections for compensation and termination upon compensation may be litigated and injunctive relief sought in any court having jurisdiction over the subject matter of such dispute.

  • Settlement of Dispute Any disputes under the Agreement shall be settled at first through friendly consultation between the parties hereto. In case no settlement can be reached through consultation, each party shall have the right to submit such disputes to China International Economic and Trade Arbitration Commission in Beijing. The Place of arbitration is Beijing. The arbitration award shall be final and binding on both parties.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Pro Rata Conversion; Disputes In the event that the Company receives a Conversion Notice from more than one holder of Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 23.

  • 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.

  • Disputed Breach If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 15.3.1 and such alleged breaching Party provides the other Party notice of such dispute within such [***] or [***] period, as applicable, then the non-breaching Party will not have the right to terminate this Agreement under Section 15.3.1 unless and until the dispute resolution process set forth in Section 16.3 has be completed (including the tolling and cure periods set forth therein).

  • 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.

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