VALUATION PRINCIPLES. In determining the fair market value of the Common Shares, the Valuator shall:
(a) not take account of any premium for control or discount for minority; and
(b) not take account of the occurrence of the death of a Shareholder or the imminent possibility of the death of a Shareholder.
VALUATION PRINCIPLES. Except where indicated expressly to the contrary by the use of terms such as "fair value," "fair market value" or "market value," each asset, each liability and each capital item of any Person, and any quantity derivable by a computation involving any of such assets, liabilities or capital items, shall be taken at the net book value thereof for all purposes of this Agreement. "Net book value", for purposes herein, with respect to any asset, liability or capital item of any Person shall mean the amount at which the same is recorded or, in accordance with GAAP, should have been recorded in the books of account of such Person, as reduced by any reserves which have been or, in accordance with GAAP, should have been set aside with respect thereto, without giving effect to any write-up, write-down or write-off, relating thereto which was made after the date of this Agreement.
VALUATION PRINCIPLES. In determining the fair market value of the Partnership, the Valuator shall:
(a) Subject to paragraph (b), value the assets and liabilities of the Partnership (other than ) at their respective fair market value except that the goodwill of the Partnership shall be valued at
(b) not take account of the occurrence of the death or disability of a Partner or the imminent possibility of the death or disability of a Partner.
VALUATION PRINCIPLES. The Members' respective capital accounts -------------------- shall be adjusted to reflect a revaluation of the Company's Assets when such revaluation is required by the Regulations under Code Section 704(b). In situations where such Regulations permit a revaluation of Company Assets, but where such revaluation is not required, such revaluation shall occur if the Managing Members so determine. For purposes of revaluing Company Assets and adjusting the Members' respective capital accounts, a Majority in Interest of the Members shall attempt in good faith to agree on a value of the Assets. If they are unable to agree on a value, they shall attempt to agree on a single appraiser with substantial experience in valuing similar Assets to value the Assets. If they are unable to agree on a single appraiser to render an appraisal, the Managing Members and a Majority in Interest of the Non-Managing Members shall each select an appraiser with substantial experience in valuing similar Assets, and the two appraisers so selected shall then agree upon a third similarly qualified appraiser. Such third appraiser shall then render the appraisal. If either the Managing Members or a Majority in Interest of the Non-Managing Members fails for any reason to select an appraiser within fifteen (15) days after being requested to do so by the other, the appraiser chosen by the other shall render the appraisal. The determinations of the appraiser selected pursuant to this Section 11(b) to value the Company's Assets shall be binding upon the Company, the Members and any other interested persons.
VALUATION PRINCIPLES. The Valuation must be performed in a diligent and professional manner.
VALUATION PRINCIPLES. 22 5.4 Direct or Indirect Actions. . . . . . 22
VALUATION PRINCIPLES. 28 5.4. Direct or Indirect Actions...........................................28 5.5. Property.............................................................28 5.6. Officers.............................................................28
VALUATION PRINCIPLES. Except when indicated expressly to the contrary by the use of terms such as "fair value," "fair market value" or "market value," each asset, each liability and each capital item of any Person, and any quantity derivable by a computation involving any of such assets, liabilities or capital items, shall be taken at the net book value thereof for all purposes of this Agreement. "Net book value" with respect to any asset, liability or capital item of any Person shall mean the amount at which the same is recorded or, in accordance with generally accepted accounting principles, should have been recorded in the books of account of such Person, as reduced by any reserves which have been or, in accordance with generally accepted accounting principles, should have been set aside with respect thereto, but in every case (whether or not permitted in accordance with generally accepted accounting principles) without giving effect to any write-up, write-down or write-off relating thereto which was made after the date of this Agreement.
VALUATION PRINCIPLES. 19 5.4 Direct or Indirect Actions................................. 20 -i- 41 TABLE OF CONTENTS (CONTINUED) PAGE Section 6 AFFIRMATIVE COVENANTS...................................... 20 6.1 Corporate Existence........................................ 20 6.2 Insurance.................................................. 20 6.3 Taxes, Claims for Labor and Materials...................... 20
VALUATION PRINCIPLES. 2.1. Proposed valuation of M LOMBARD CC of R20.0 million, subject to a full due diligence and conditional on a Sustainable Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) of at least R7.0 million per annum
2.2. Sustainable EBITDA is defined as follows:
2.2.1. EBITDA figure as per the forward-looking Financial Statements for the financial year ended 28 February 2017 including all earnings and costs from the existing going concern i.e., • 4 (four) “THE SELLER” retail pharmacies (“THE SELLER”, Eikestad Mall, Stellenbosch Square, Medi-Health) • “THE SELLER”’s administrative function • All ancillary divisions, including though not limited to: websites, loyalty schemes, and clinic businesses • Specifically excluded are any income, expense, or balance sheet items relating to non- pharmacy businesses
2.2.2. EBITDA, as described above, is adjusted as follows to determine Sustainable EBITDA:
2.2.2.1. Add back gross employment costs of the owner, Xxxxx Xxxxxxx
2.2.2.2. If required, any change in staff costs necessary to bring salaries to industry bench- marks and dispensary staff components into full regulatory compliance
