Valuation Procedure Sample Clauses
Valuation Procedure. The Collateral Manager shall provide written notice to the Administrative Agent following any material change to its internal policies and procedures regarding (i) periodic valuations required by, and in accordance with, the 1940 Act or (ii) review by its auditors of such valuation.
Valuation Procedure. For a period of 60 days following the Valuation Notice, the Option Members and the Selling Member (or, if applicable, the representatives, successors or assigns of the Selling Member) shall negotiate in good faith to determine the fair market value of all of the Company’s assets, taken as a whole, exclusive of any goodwill or other intangible asset that does not have a book value for accounting purposes (the “Assets”). If the parties are unable to agree on the fair market value of the Assets within the prescribed 60-day period, the parties shall, within 15 days following the end of such 60-day period, unanimously select an appraiser or appraisers to determine the fair market value of the Assets. If the parties are unable to agree on an appraiser or appraisers within the foregoing 15day period, then at the election of any party, the selection of an appraiser or appraisers shall be made as follows: (a) each party shall select an appraiser, and (b) the appraisers selected by the parties shall in turn appoint another appraiser to perform the appraisal. Following his or their selection, the appraiser(s) shall determine as soon as practicable the fair market value of the Assets assuming, for purposes of determining such value, that the Assets are liquidated in an orderly manner over a period of six months. The parties’ agreement as to value, or if applicable, the appraiser’s (appraisers’) determination of value shall be binding on all parties for purposes of this Agreement. The date of the parties’ agreement on the value of the Assets, or, if applicable, the date of the final appraisal report(s), is referred to hereinafter as the “Valuation Date.” All appraisal costs shall be borne by the Selling Member.
Valuation Procedure. Whenever the value of the Shares must be determined pursuant to Section 4.2 hereof, within ten (10) days after notice is given by University, University and Licensee shall attempt to agree upon the selection of a disinterested independent qualified investment banking firm or other disinterested independent qualified appraiser (the “Appraiser”) to determine the fair market value of such Shares. If the parties are able to agree upon an Appraiser, then such Appraiser will be instructed to furnish a written valuation or appraisal (an “Appraisal”) within thirty (30) days after its selection. If the parties are unable to agree upon the selection of an Appraiser within a ten (10) day period, then University and Licensee will, within five (5) days after the end of such ten (10) day period, each select an Appraiser to determine the fair market value of such Shares. If either University or Licensee fails to so select an Appraiser, the Appraisal of the Appraiser selected by the other shall determine the fair market value of such Shares. If the higher of the two Appraisals is not more than one hundred ten percent (110%) of the lower Appraisal, then the fair market value of such Shares will be the arithmetic average of the two Appraisals. If the higher of the two Appraisals is equal to or greater than one hundred ten percent (110%) of the lower Appraisal, then the two Appraisers shall, within ten (10) days after the issuance of their respective reports, select a third Appraiser to determine the fair market value of such Shares. The third Appraiser will be instructed to issue a written Appraisal within thirty (30) days after this selection. The third Appraisal shall be arithmetically averaged with the two Appraisals, and the Appraisal furthest from the average of all three Appraisals will be disregarded. The arithmetic average of the two remaining Appraisals will be the fair market value of such Shares.
Valuation Procedure. 2.1 Each Party shall, within ninety (90) days of the date of the Commencement Notice, advise the other Party in writing of such Party’s opinion as to the value to be assigned to each Asset (each, a “Proposed Value”). The Proposed Value shall be the value of the Asset determined at its Highest and Best Private Use, which shall mean that reasonably probable and legal private use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. Uses that are not considered “highest and best uses” are: interim use, special use, non-conforming use, speculative use and excess land. The term “private” is used to denote typical private sector uses, such as residential, commercial, industrial, etc. versus public sector special uses such as parks, schools, open space, fire stations, libraries, etc.
2.2 Should a leasehold interest of less than ten (10) years be acquired, rather than a fee simple interest or longer-term leasehold interest, the annual rent shall be determined by applying an annual rental rate of 10% to the Agreed-Upon Value. The annual rent for a leasehold interest of ten (10) years or longer shall be determined in the same manner as the value of a fee simple interest in an Asset. If the rent is to be prepaid in a lump-sum amount at the beginning of a lease, the prepaid rent shall be the present value of the future rental income stream, using a factor that is the sum of the annual rental rate and appreciation/inflation rate expectations. For example, if the annual rental rate is to be 10% of the Agreed-Upon Value (as defined in Section 2.1), and appreciation/inflation is 3%, compounded, the total return or yield rate used to calculate the present value for the future rent, for the term of the lease, will be 13%. Notwithstanding the preceding, under no circumstance shall the present value and the value of the reversionary rate together equal more than the Agreed-Upon Value.
2.3 If the Parties’ respective Proposed Values for any given Asset (which, in the case of proposed transaction involving multiple Assets shall mean each particular Asset) are within twenty percent (20%) or less (as a percentage of the larger Proposed Value), the definitive value (“Agreed-Upon Value”) of such Asset for purposes of this Master Agreement shall be the average of District’s Proposed Value and City’s Proposed Value. If the Parties’ respective Proposed Values for any given Asset are mor...
Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to sub-clause (b)), the non-defaulting party /selling Party (if not a Defaulting Party) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in sub-Clause (c) of this Schedule to determine the Market Value/Fair Market Value of the relevant Shares as at the date of the notice by either Party, for the sale or purchase of all or any Shares by the other Party, that requires the determination of Market Value/Fair Market Value under the terms of this Agreement. In determining the Market Value/Fair Market Value of the relevant Shares, the independent valuer shall take into account various factors, including, but not limited to the following:
i) Discounted cash flow principles;
ii) Commonly used valuation multiples of comparable transactions;
iii) trading multiples for comparable companies and applying those to the Company;
iv) the SEBI guidelines and principles of valuation, if applicable;
v) whether such Shares which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all of the issued and outstanding Shares;
vi) whether such Shares have any contractual rights with respect to the Company attached to them and appropriate discount or premium shall be applied to its valuation on the basis thereof;
vii) discounting principles, if the selling party is insolvent, for assuming any restriction and obligations attached to the Shares;
viii) In the event that the Fair Market Value is to be determined while the Company continues to be listed on the stock exchange(s), the independent valuer shall also take into account the quoted price of the Shares at such stock exchange(s) while determining the Fair Market Value. The valuation arrived at by the independent valuer, made as an expert and not as an umpire or arbitrator, shall be final and binding on the parties and no appeal shall lie from such valuation.
Valuation Procedure. In the event the Fair Market Value is to be determined pursuant to this Agreement:
A. As soon as is practicable after the receipt of any notice of an intent to convert debt to equity pursuant to Section 4.7 hereof or notice initiating the Appraisal Process pursuant to Section 6.6 hereof or to otherwise determine the fair market value of assets under this Agreement, the Hughes Member and the Darlene Member shall confer in good faith and xxx xxeir commercially xxxxxxable efforts to determine the fair market value of the equity of the Company based on a fully-distributed public market valuation (which valuation shall not give effect to any illiquidity, minority interest, or related discount), on the applicable date (the "Fair Market Value"); provided, however, that if the Hughes Member and the Darlene Member are unable to agree on the Fair Xxxxxt Value within txxxxx (30) days after delivery of any such notice, or earlier, if they shall so agree, then the Hughes Member and the Darlene Member shall consult for the purpose ox xxxxinting a mutuallx xxxxxtable qualified independent expert (the "Expert") who shall determine the Fair Market Value as soon after such Expert's appointment as is reasonably practicable.
B. If the Hughes Member and the Darlene Member shall be unable to agree on a sxxxxx Expert within fixxxxx (15) Business Days, the Fair Market Value shall be determined as follows:
(i) each of the Hughes Member and the Darlene Member shall select one Expert (togethxx, xxe "Initial Experxx") xxt later than three (3) Business Days after the expiration of such fifteen (15) Business Day period (or agreed upon shorter period). The Initial Experts shall each provide their written conclusions as to the Fair Market Value not later than thirty (30) days after their engagement as Experts. If the Fair Market Values calculated by the Initial Experts differ by less than 15% of the larger calculated Fair Market Value, the Fair Market Value shall equal the average of the two. If such calculated Fair Market Values differ by more than 15% of the larger calculated Fair Market Value, a third expert (the "Third Expert") shall be selected promptly by the Initial Experts and such Third Expert shall provide a calculated Fair Market Value within twenty (20) days after the delivery of the Fair Market Value calculations delivered by the Initial Experts. The Fair Market Value shall be the average of the value calculated by such third Expert and the closest of the values previously p...
Valuation Procedure. Whenever used in this Agreement, "Fair Market Value" means, with respect to the valuation of any property, the value of such property at the time in question as determined in good faith by the interested parties; provided, however, that if such parties fail to agree in writing upon the value of such property before the earlier of (i) twenty (20) days after the first request to make such a determination or (ii) the date sixty (60) days prior to the transaction in question, then the following shall apply:
(i) Each interested party shall select a nationally recognized investment banking firm to make such determination on such interested party's behalf in accordance with the standards, procedures and assumptions set forth in this Section 11.15. Each interested party shall pay all of the fees and expenses of the investment banking firm selected by it (each such firm being referred to as an "
Valuation Procedure. To the extent other property or rights are received as consideration for a Transfer of GBS, the fair market value of such property or rights on the date of such Transfer will be determined as follows:
(a) One or more independent financial experts will determine the value as follows:
(i) by an independent financial expert chosen by the Independent Directors of the Company in their sole discretion (paid for by the Company); (ii) Xx. Xxxxx, at his option and sole expense, may hire his own independent financial expert for such valuation; and
(iii) to the extent Xx. Xxxxx elects to engage a financial expert and the two experts chosen in (a)(i) and (a)(ii) above are unable to agree on the fair market value of such property, the two such experts shall choose a third independent financial expert (paid for by the Company and Xx. Xxxxx, on an equal basis), and the fair market value for the property, final and binding on the Company and Xx. Xxxxx, shall be the average of the values determined by each of the three financial experts.
(b) In determining the fair market value of the consideration received, any deferred consideration or rights to receive money or property after the Transfer, including without limitation, any discounted debt, deferred payments, or other debt, shall be valued at their present value at the time of Transfer.
Valuation Procedure. 42 Section 10.6 Noncompetition and Nonsolicitation following Transfers of Interests ..... 44
Valuation Procedure. 2 . 1 E a c h P a rty sh a ll, w ith in n in e ty (9 0 ) d a ys o f th e d a te o f th e Commencement Notice, advise the other Party in writing of such Party’s opinion as to the value to be assigned to each Asset (each, a “Proposed Value”). The Proposed Value shall be the value of the Asset determined at its Highest and Best Private Use, which shall mean that reasonably probable and legal private use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. Uses that are not considered “highest and best uses” are: interim use, special use, non-conforming use, speculative use and excess land. The term “private” is used to denote typical private sector uses, such as residential, commercial, industrial, etc. versus public sector special uses such as parks, schools, open space, fire stations, libraries, etc.