Common use of Value of Transferred Assets Clause in Contracts

Value of Transferred Assets. 6.1 Notwithstanding any provision in this Agreement to the contrary, the intention of the parties is that the Purchase Price and the sum of the aggregate fair market value of the Consideration Shares plus the amount of the Liabilities and obligations of the Transferor assumed by the Company pursuant to Section 5.1(b) of this Agreement be equal to the fair market value of the Transferred Assets at the Closing Date. If the Company or the Transferor determines that the actual fair market value of any of the Transferred Assets as at the Closing Date may be greater or less than the fair market value of the consideration to be given therefor by the Company (whether such determination is based on an appraisal, advice from an accountant, the determination of a court of competent jurisdiction, a determination, assessment, or proposed assessment by a competent taxing authority, or on any other factor or evidence) then: (a) the Transferor and the Company, acting in good faith, will agree upon a re-determination of the actual fair market value of such Transferred Asset as at the Closing Date (and if they are unable to agree between themselves on such fair market value, they will jointly appoint an arbitrator, appraiser or Canadian chartered accountant to make that determination in the same manner as referred to above); and (b) the Company and the Transferor will make the appropriate adjustments, including by adjusting the amount of the Purchase Price and the issue price for the Consideration Shares issued by the Company under Section 5.1 or otherwise as the parties see fit, such adjustments to be made, and to take effect, retroactively nunc pro tunc to the Closing Date.

Value of Transferred Assets. 6.1 Notwithstanding any provision in this Agreement to the contrary, the intention of the parties is that the Purchase Price and the sum of the aggregate fair market value of the Consideration Shares plus the amount of the Liabilities and obligations of the Transferor assumed by the Company pursuant to Section 5.1(b) of this Agreement be equal to the fair market value of the Transferred Assets at the Closing Date. If the Company or the Transferor determines that the actual fair market value of any of the Transferred Assets as at the Closing Date may be greater or less than the fair market value of the consideration to be given therefor by the Company (whether such determination is based on an appraisal, advice from an accountant, the determination of a court of competent jurisdiction, a determination, assessment, or proposed assessment by a competent taxing authority, or on any other factor or evidence) then: (a) the Transferor and the Company, acting in good faith, will agree upon a re-determination of the actual fair market value of such the Transferred Asset Assets as at the Closing Date (and if they are unable to agree between themselves on such fair market value, they will jointly appoint an arbitrator, appraiser or Canadian chartered accountant to make that determination in the same manner as referred to above); and (b) the Company and the Transferor will make the appropriate adjustments, including by adjusting the amount of the Purchase Price and the issue price for the Consideration Shares issued by the Company under Section 5.1 or otherwise as the parties see fit, such adjustments to be made, and to take effect, retroactively nunc pro tunc to the Closing Date.