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. 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. Each Appraiser engaged to provide an Appraisal pursuant hereto will be instructed (i) to include therein a statement of the criteria applied and assumptions made to determine the fair market value of the Shares, (ii) to arrive at a single calculation of such fair market value rather than alternative calculations or a range of calculations, and (iii) not to attribute a premium or discount based on the fact that the Shares being valued constitutes a majority or less than a majority of the total issued and outstanding Shares of Licensee. Any Appraisal by an Appraiser that f...

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. 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. 3.1 In carrying out the Option Valuation, the Valuer:- 3.1.1 must act as an expert and not as an arbitrator; 3.1.2 must give the Lender, the Borrowers and the Owners an opportunity to make written and verbal submissions to him; 3.1.3 must have regard to, but is not bound or restricted in his remit by, any such submissions; and 3.1.4 issue his decision (the "Valuer Decision") to the Lender (copied to the Borrowers and the Owners) within 4 weeks of his instruction. 3.2 The Borrowers, the Owners and the Lender agree that the Valuer Decision will be final and binding on the parties.

Valuation Procedure. The Fair Market Value of the Property of the Company, all of the Company’s Membership Interests or a Member’s Membership Interest in the Company shall be determined in the good faith judgment of the Board. In the event that a Member disagrees with the determination by the Board of Fair Market Value of the Property of the Company, all of the Company’s Membership Interests or a Member’s Membership Interest in the Company for purposes of this Agreement, the following procedure shall be used to determine such disputed Fair Market Value (which procedure shall also be the general “Valuation Procedure” under this Agreement). Within thirty (30) days of the Company’s receipt of notice from such Member of its disagreement with the Board’s determination, such Member and the other Member will jointly select an independent valuation firm to determine Fair Market Value of the Property of the Company, all of the Company’s Membership Interests or a Member’s Membership Interest in the Company, as the case may be. If the parties are unable to agree upon the selection of a valuation firm within the thirty (30) day period, then each party will select an independent valuation firm. The two (2) valuation firms so selected shall each independently determine the disputed Fair Market Value within sixty (60) days of their appointment. If either party fails to select an independent valuation firm within the time required, or if a party’s valuation firm fails to deliver its valuation to the Company within sixty (60) days after that valuation firm’s appointment, then the Fair Market Value shall be the Fair Market Value determined by the valuation firm timely selected by the other party, or by the valuation timely delivered to the Company, as the case may be. If the difference between the two (2) valuation firms’ determination of Fair Market Value does not exceed ten percent (10%) of the lower of the two (2) valuations, the Fair Market Value shall be the average of the two (2) valuations. If the difference between the two (2) valuation firms’ determination of Fair Market Value exceeds ten percent (10%) of the lower of the two (2) valuations, then the two (2) valuation firms shall select a third valuation firm within five (5) Business Days after the two (2) valuation firms delivered their respective valuations to the Company. The third valuation firm shall independently determine Fair Market Value. The Fair Market Value as finally determined in accordance with this section shall be bind...

Valuation Procedure. The independent valuer in determining the valuation of the Shares: (a) acts as an expert and not as an arbitrator; (b) may obtain or refer to any document, information or material and undertake any inspection or inquiry as the independent valuer considers appropriate; (c) must provide the board with a draft valuation and permit any Director an opportunity to comment on the draft valuation before final completion; and (d) may engage any assistance that the independent valuer reasonably considers appropriate or necessary to determine the valuation.

Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to paragraph (b)), the non-defaulting party/ selling party (if not a Defaulting Party)/ Government (in case of insolvency of Strategic Partner or Principal(s)) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in Paragraph (c) of this Schedule II to determine the Fair Value of the relevant Equity Shares as of the Valuation Date. The appointment of the independent valuer shall be made within 5 (five) days of the Valuation Date. In determining the Fair Value of the relevant Equity Shares of the Company, 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; (iii) If the Company is listed, the current price of the Equity Shares of the Company as quoted on the stock exchange(s) where they are primarily traded; (iv) The Securities and Exchange Board of India's guidelines and principles of valuation, if applicable (v) Whether such Equity Shares of the Company which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all the issued and outstanding Equity Shares; (vi) Whether such Equity 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) Asset valuation. (ix) Value of entities in business similar to or associated with the business of the Company. The valuation arrived at by the independent valuer is made in his capacity as an expert and not as an umpire or arbitrator, and shall be final and binding on the Parties and no appeal shall lie from such valuation.

Valuation Procedure. For the purposes of Article II of this Agreement, the Purchase Price, the Purchased Share Price, the ESOP Option Price, the ESOP Share Price, the Standard Bank Warrant Price, the Standard Bank Share Price, the Axxxx-Xxxxxxxx Share Price and the Third Party Share Price (if applicable) shall be the determined as follows: