VALUATION OF INTEREST OF MEMBER Sample Clauses

VALUATION OF INTEREST OF MEMBER. The Former Member's Interest shall be valued according to its book value determined in accordance with generally accepted accounting principles, provided, however, if the Former Member or such Former Member's trustee or heirs or any Remaining Member electing to purchase or Company if it elects to purchase, deems the book value to vary from fair market value by more than
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VALUATION OF INTEREST OF MEMBER. The Former Member's Interest shall be ------------------------------- valued for purchase purposes at fair market value ("Fair Market Value") as of the date of the Dissolution Event. If the applicable parties are not able to agree upon Fair Market Value within ninety (90) days after notice is provided to the Former Member or its successors, Fair Market Value shall be determined by three appraisers, one selected by the Former Member or such Former Member's successors, one selected by the remaining Member, and one selected by the two appraisers so named, provided that if a Member does not select its appraiser within twenty (20) days after demand from the other Member, the appraiser selected by the one Member shall conduct the appraisal itself. The Fair Market Value of the Former Member's interest in Company shall be the average of the two appraisals closest in amount to each other (unless there is only one appraiser, in which case Fair Market Value shall be determined by the one appraiser). Appraisers must have experience valuing publishing companies. Any appraisal shall be completed with sixty (60) days after appointment of the third (or last) appraiser. Appraisal shall take into account all relevant circumstances, including the fact that the Guides are long term projects which will take a significant period of time to complete and realize profit from. Costs of such appraisal shall be borne one-half by the Former Member and one-half by the other interested parties. The purchase price shall be paid by Company or such remaining Member, as the case may be, either: (i) in ten (10) equal annual installments of principal together with interest, commencing to accrue from the date of closing, at the then current Long-Term Applicable Federal Rate (the "AFR") under Section 1274(d) of the Code for the month in which the first payment is made (or a rate per annum equal to what the AFR would be for such month under Code Section 1274(d) if the AFR is no longer published) to fully amortize such purchase price over such ten (10) payments, with the first payment being due and payable 60 days after closing; or (ii) in full, within 60 days after closing, as Company and/or the remaining Member, as the case may be, may elect in their sole discretion.
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Related to VALUATION OF INTEREST OF MEMBER

  • Determination of Interest (a) The Administrative Agent shall determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related Accrual Period and shall advise the Collateral Agent, the Collateral Manager and the Borrower thereof on the third Business Day prior to such Payment Date.

  • Calculation of interest The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

  • Computation of Interest Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

  • Section 310 Computation of Interest Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

  • Notification of Interest Periods and interest rate The Agent shall notify the Borrowers and the Banks promptly of the duration of each Interest Period and of each rate of interest (or, as the case may be default interest) determined by it under this clause 3.

  • Determination of Interest Rate (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

  • Determination of Interest Periods Every Interest Period shall be of the duration specified by the Borrowers pursuant to clause 3.2 but so that:

  • Notification of Interest Periods and rates of normal interest The Agent shall notify the Borrower and each Lender of:

  • Limitation of Interest It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

  • Selection of Interest Periods (a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

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