Valuation Process. If as of any Potential Adjustment Date the Outstanding Principal is less than or equal to the Applicable Threshold, then within 30-day period after such Potential Adjustment Date, the Company may, by giving a written notice to the Investor, invoke the valuation process of the Mortgaged Properties (the “Valuation Process Notice”). Within ten (10) Business Days after the Investor receives the notice from the Company invoking the valuation process, each of the Investor and the Company shall respectively appoint a valuation firm to assess the value of the Mortgaged Properties. These two appointed valuation firms shall conduct the valuation and produce a valuation report within thirty (30) Business Days after the Investor receives the Valuation Process Notice. The Company and the Investor shall each deliver to the other party its own valuation report. The final valuation of the Mortgaged Properties shall be the mid-point of the two valuations set forth in these reports (the “Final Valuation”). If either the Company or the Investor fails to appoint a valuation firm that accepts its appointment in the relevant ten (10) Business Days’ period, the appointed valuation firm fails to produce a valuation report within the relevant thirty (30) Business Days’ period or such report fails to set forth a valuation of the Mortgaged Properties, the valuation set forth in the valuation report produced by the valuation firm appointed by the other party shall be the Final Valuation.
Valuation Process. The Company will conduct the valuation of its assets, pursuant to which its net asset value shall be determined, at all times consistent with generally accepted accounting principles (“GAAP”) and the 1940 Act. The Board, with the assistance of its audit committee (the “Audit Committee”), will determine the fair value of the Company’s assets, on at least a quarterly basis, in accordance with the terms of ASC 820, including in connection with the determination of the Company’s net asset value. The Company’s administrator (the “Administrator”) will assist the Company in the determination of net asset value as necessary. From time to time during a quarter it may be necessary in connection with the issuance and sale of the Company’s common stock to determine that the Company is not selling its common stock at a price below the current net asset value of such common stock, as required by Section 63 of the 0000 Xxx. For such purpose the Board has established by resolution a valuation committee comprised of members of senior management of the Company (the “Committee”) that will review the composition of the Company’s portfolio at such time. The Committee may meet in person or telephonically as determined by its members. The Committee shall, to the extent it deems necessary, apply the valuation methodologies set forth herein in order to determine that any sale of common stock is not at a price below the then current net asset value. If the Committee determines, with the assistance of the Administrator and the Adviser, that as a result of changes in the value of the Company’s portfolio since the net asset value most recently determined that the net asset value has increased, then the committee shall promptly notify the Chief Financial Officer and the Board in order to determine the current net asset value to assure compliance with Section 63 of the 1940 Act. All determinations made by the Committee, including the factors considered and the methodology employed, will be fully documented and retained as part of the Company’s records. In addition, all determinations of the Committee shall be presented to the Board for review at its next meeting. The valuation procedures are set forth in more detail below.
Valuation Process. In order to determine the value of the economic benefit of the jointly owned patent under subsection (A) above, for a period of twenty (20) days after notice from one Party to another Party, each of the Parties shall use good faith efforts to undertake to mutually agree upon the value of the economic benefit of the jointly owned patent. If the Parties are unable to mutually agree upon the value of the economic benefit of the jointly owned patent during such 20-day time period, then within ten (10) days after the expiration of such 20-day period, the Parties shall use good faith efforts to select an independent valuation expert (the "Selected Valuation Expert") with experience in LICENSEE'S industry to perform an independent valuation of the economic benefits of the jointly owned patent and such independent valuation shall be binding on the Parties hereto. If the Parties are unable to agree upon the Selected Valuation Expert within such 10-day period, then within ten (10) days after the expiration of such 10-day time period, each Party shall select one (1) independent valuation expert (collectively, the "Initial Experts") and the Initial Experts shall mutually select one (1) independent valuation expert (the “Valuation Expert”) within ten (10) days of such request who shall independently perform the valuation of the economic benefit of the jointly owned patent within thirty (30) days after the date of selection by the Initial Experts and such determination of the value of the economic benefit of the jointly owned patent shall be final and binding on the Parties. The costs and expenses incurred in connection with the independent valuations performed by the Selected Valuation Expert, the Initial Experts and the Valuation Expert, if required, shall be borne equally by the Parties. If a Party fails to select an Initial Expert during such 10-day time period and the other Party has selected an Initial Expert within such 10-day time period, then the Initial Expert selected within such 10-day time period shall be deemed to be the Valuation Expert and shall perform the independent valuation of the economic benefit of the jointly owned patent within thirty (30) days after his or her selection and such independent valuation shall be valid and binding upon on the Parties for the purposes of this Section 20.
Valuation Process. In the event that the MMC or Members cannot agree on the Agreed Value of any non-cash asset where agreement is required, the Agreed Value shall be determined according to the valuation process (“Valuation Process”) as described in this Section 14.4. XTO Energy and Morningstar shall each timely designate an appraiser to determine the price at which a willing seller would sell and a willing buyer would buy the asset, free and clear of all liens or other liabilities, substantially as an entirety (and as applicable, as part of a going concern) in a single arm’s-length transaction for cash, without time constraints and without being under any compulsion to buy or sell. If the two appraisers’ value determinations vary by less than ten percent (10%) of the higher determination, the Agreed Value shall be the average of the two determinations. If such determinations vary by ten percent (10%) or more of the higher determination, the two appraisers shall promptly designate a third appraiser. The Agreed Value shall be equal to the middle of the three determinations. Each appraiser selected pursuant to this Agreement shall be an independent investment banking firm or other independent qualified Person with prior experience in appraising the relevant assets and that is not an Affiliate of, employed by or otherwise related to any Member or owner of any Member.
Valuation Process. The Partnership’s Risk Management Department (the “Risk Department”) is responsible for the valuation of the Partnership’s commodity derivative contracts and embedded derivatives in commodity contracts, except for the Natural Gas Embedded Derivative. The Risk Department reports to the Chief Financial Officer and is responsible for the oversight of the Partnership’s commodity risk management program. The members of the Risk Department have the requisite experience, knowledge and day-to-day involvement in the energy commodity markets to ensure appropriate valuations and understand the changes in the valuations from period to period. The valuations of the Level 3 commodity derivative contracts are performed by a third-party pricing service and reviewed and validated on a quarterly basis by the Risk Department by comparing the pricing and option volatilities to actual market data and/or data provided by at least one other independent third-party pricing service. Management is responsible for the valuation of the Natural Gas Embedded Derivative discussed in Note 15. Included in the valuation of the Natural Gas Embedded Derivative are assumptions about the forward price curves for NGLs and natural gas for periods in which price curves and not available from third-party pricing services due to insufficient market data. The Risk Department must develop forward price curves for NGLs and natural gas through the initial contract term (January 2016 through December 2022) for management’s use in determining the fair value of the Natural Gas Embedded Derivative. In developing the pricing curves for these periods, the Risk Department maximizes its use of the latest known market data and trends as well as its understanding of the historical relationships between forward NGL and natural gas prices and the forward market data that is available for the required period, such as crude oil pricing and natural gas pricing from other markets. However, there is very limited actual market data available to validate the Risk Department’s estimated price curves. Management also assesses the probability of the producer customer’s renewal of the contracts, which includes consideration of: • The estimated favorability of the contracts to the producer customer as compared to other options that would be available to them at the time and in the relative geographic area of their producing assets • Extrapolated pricing curves, using a weighted average probability method that is based on hist...
Valuation Process. The Leased Premises shall be valued by a qualified licensed appraiser hired by XXXXXX. The Land Board may adopt a valuation process that does not require each lot to be individually valued or appraised each year or approximately every five (5) years; methods which annually value representative lots or annually apply an indexing value may be adopted.
Valuation Process. The process generally used to determine the applicable value will be as follows: (i) the value of each portfolio company or investment will be initially reviewed by the Adviser’s investment professionals responsible for such portfolio company or investment and, for non-traded investments (non-traded investments are illiquid securities/instruments), a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs will be used for such valuations; (ii) preliminary valuation conclusions will be documented and reviewed by the Committee; (iii) third-party valuation firms engaged by, or on behalf of, the Board of Directors will provide positive assurance on portions of the portfolio each quarter (such that each non-traded investment will be reviewed by a third-party valuation firm at least once annually), including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee will review the assessments of the Adviser and, where appropriate, the respective third-party valuation firms and provide the Board of Directors with recommendations with respect to change in the fair value of each investment in the portfolio; and (v) the Board of Directors will discuss the valuation recommendations of the Audit Committee and determine the fair value of each investment in the portfolio in good faith based on the input of the Adviser and, where applicable, the respective third-party valuation firms.
Valuation Process. You must -
Valuation Process. (i) If Buyers and Sellers have not agreed as to the Post Closing Payment within the 20 days after delivery of Sellers' exceptions, then for 10 days either Buyers or Sellers will have the right to refer the matter for resolution by a Big "4" certified public accounting firm (the "Valuation Expert"), to be selected by accountants for Buyers and accountants for Sellers (the "Value Experts"), by giving notice to the other of their election to do so. Failure to provide notice of the exercise of the right to refer the matter for resolution to the Valuation Expert within such time will be deemed to be a waiver of such right and the Post-Closing Payment, as made, shall be deemed to be binding and conclusive on the parties.
(ii) Within five business days after referring a matter to the Value Experts in accordance with Section 7.6(d), the Value Experts will select the Valuation Expert. Within five business days thereafter, Buyers and Sellers will deliver to each other and to the Valuation Expert a written notice setting forth in reasonable detail such party's position with respect to the amount and calculation of the Post-Closing Payment (each a "Decision Notice"). Within five business days after receiving the Decision Notices, the Valuation Expert will determine its best estimate of the fair value of the Conclusive Adjustment Amount and such amount will be averaged with the amount in the Decision Notice that is closest to such amount.Such amount determined in accordance with this Section 7.6(d) is the "Conclusive Adjustment Amount."
(iii) The Valuation Expert's decision will be in writing and will be final and binding upon the parties, and may be entered in any court of competent jurisdiction upon the application of any party. The party whose Decision Notice is not used in the averaging process will bear the Valuation Expert's expenses. Each party will bear the costs of its own counsel, witnesses (if any) and employees.
(iv) If the Conclusive Adjustment Amount is different than the Post-Closing Payment, then, within two business days of the determination of the Conclusive Adjustment Amount, Sellers (Buyers) will pay to Buyers (Sellers), as appropriate, an amount equal to the difference between the Post-Closing Payment and the Conclusive Adjustment Amount, together with interest thereon as provided herein during the period commencing on October 15, 2003 and continuing through but excluding the date the Conclusive Adjustment Amount is paid. For purposes of this Secti...
Valuation Process. The fair market value of the Land and improvements will be determined by an appraiser retained by and at the expense of the District, who has designation from the Appraisal Institute of Canada AACI, the Real Estate Institute of British Columbia RIBC or a similar organization, which appraisal will be completed within 30 days of the date the District exercises the Option. The fair market value will be determined as of the date of the applicable event under section 2.3 and will be based on the following:
(a) market value will be defined as the highest price in terms of money that the Land will fetch under all conditions requisite to a fair sale with the buyer and seller each acting reasonably, knowledgeably and assuming the price is not affected by undue stimulus, and
(b) the Land will be appraised as a fee simple parcel encumbered only by the Permitted Encumbrances.
