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. 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. 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.
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.
Valuation Procedure. 42 Section 10.6 Noncompetition and Nonsolicitation following Transfers of Interests ....................................................... 44 -iii- 5 ARTICLE XI EVENTS OF DISSOLUTION
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:
Valuation Procedure. (a) The Appraising Team shall undertake the valuation in accordance with the provisions of Clause 15. During the valuation process, the Appraising Team shall consult the parties and both parties shall be entitled to be present during all such consultations and shall keep them advised of the pr ogress of the valuation. Each party shall promptly supply relevant information as may reasonably be requested by the Appraising Team, and shall give the Appraising Team access to such of its books, records, other documents and access to the Leased Premises as the Appraising Team may reasonably require.
Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to subsection (d)), the Parties shall agree upon an independent business valuator and shall cause such independent business valuator to determine the Fair Market Value of all of the issued and outstanding Units as at the Valuation Date. If the Parties fail to choose an independent business valuator within fifteen (15) days following the event giving rise to the valuation, or if an agreed-upon valuator shall not have consented to act as valuator within ten (10) Business Days following the expiry of the fifteen (15) day period, a business valuator shall be chosen by a Judge of the Ontario Superior Court, upon the application of any of the Parties. In determining the Fair Market Value of all of the issued and outstanding Units, the independent business valuator shall take into account and apply generally accepted accounting and valuation principles, and the valuator shall not have regard to whether the Units subject to the transaction of purchase and sale constitute a minority block or a majority block of all of the issued and outstanding Units and no minority or majority discount or premium shall be applied to its valuation. The valuation arrived at by the valuator, made as an expert and not as an umpire or arbitrator, shall be conclusive and binding on the Parties and none of the Parties shall have any right to or shall seek any appeal or review from or of such valuation.
Valuation Procedure. 2 . 1 E a ch P a rty S h a ll, w ith in n in e ty ( 9 0 ) d a y S 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.
