Gross Appraised Value as of any day, means the price at which a willing seller would sell, and a willing buyer would buy, the business and assets of the Partnership (including the Partnership interests in WirelessCo), free and clear of all liens and encumbrances, substantially as an entirety and as 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. Each provision of this Agreement that requires a determination of Gross Appraised Value (other than Sections 2.4(a)(v) and 2.4(d)(iii) and the definition of "Premium Dollar" in Section 1.10) also provides the manner and time for the appointment of two (2) appraisers (the "First Appraiser" and the "Second Appraiser"). If the Second Appraiser is not timely designated, the determination of the Gross Appraised Value shall be made by the First Appraiser. The First Appraiser, or each of the First Appraiser and the Second Appraiser if the Second Appraiser is timely designated, shall submit its determination of the Gross Appraised Value to the Partnership, the Partners and the Accountants within forty-five (45) days of the date of its selection (or the selection of the Second Appraiser, as applicable). If there are two (2) Appraisers and their respective determinations of the Gross Appraised Value vary by less than ten percent (10%) of the higher determination, the Gross Appraised 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 "Third Appraiser"). Neither the Partnership nor any Partner shall provide, and the First Appraiser and Second Appraiser shall be instructed not to provide, any information to the Third Appraiser as to the determinations of the First Appraiser and the Second Appraiser or otherwise influence such Third Appraiser's determination in any way. The Third Appraiser shall submit its determination of the Gross Appraised Value to the Partnership, the Partners and the Accountants within forty-five (45) days of the date of its selection. The Gross Appraised Value shall be equal to the average of the two closest of the three determinations, provided that, if the difference between the highest and middle determinations is no more than one hundred and five percent (105%) and no less than ninety-five percent (95%) of the difference between the middle and lowest determinations, then the Gr...
Gross Appraised Value has the meaning ascribed to it in Section 12.4(a) above.
Gross Appraised Value as of any day, means the price at which a willing seller would sell, and a willing buyer would buy, the business and assets of the Partnership (including the Partnership interests in NewTelco and WirelessCo), free and clear of all liens and encumbrances, substantially as an entirety and as 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.
Examples of Gross Appraised Value in a sentence
For purposes of the preceding sentence, each Partner's relative economic interest in the Partnership shall equal such Partner's Net Equity as compared to the Net Equity of all of the Partners, as determined in accordance with Section 11.3 except that the Partnership Board shall by Required Majority Vote select a single Appraiser to determine Gross Appraised Value.
If the Second Appraiser is timely designated, the First and Second Appraisers shall each, within forty-five (45) days of such appointment, give written notice to the Company, the Members, and the firm of independent certified public accountants designated by the Manager(s), of their respective determinations of the Gross Appraised Value of the Assets of the Company.
The Third Appraiser shall, within thirty (30) days after his or her appointment, make a determination of the Gross Appraised Value of the Assets of the Company and provide written notice of that determination to the Company, the members and the firm of independent certified public accountants designated by the Manager(s).
If the difference between the separate determinations of the Gross Appraised Value of the Assets of the Company of the First Appraiser and the Second Appraiser is more than $500,000.00, then at any time after such period, either the Persons who appointed the First Appraiser or the Persons who appointed the Second Appraiser, by written notice to the First Appraiser and Second Appraiser, may demand that they appoint a Third Appraiser (the “Third Appraiser”).
The Net Equity of a Member’s interest shall be determined within sixty (60) days of the day upon which such accountants are appraised in writing of the Gross Appraised Value of the Assets of the Company, and the amount of such Net Equity shall be disclosed to the Company and each of the Members by written notice, prepared and delivered by such accountants, the Manager(s), or any Member, to the Members.
More Definitions of Gross Appraised Value
Gross Appraised Value as of any date, shall be equal to the fair market value of Property of the Company as of such day. As used herein, as of any date, “fair market value” of the Property means the price at which a willing seller would sell, and a willing buyer would buy, the Property, free and clear of all liens, security interests or other encumbrances, in an arm’s length transaction for cash, without time constraints and without being under any compulsion to buy or sell; provided, that, any such determination shall incorporate into its analysis the effect, if any, on the value of such Property of the departure of a Member or any of its equityholders, if the fair market value determination relates to a purchase and sale that would result in such departure.
Gross Appraised Value. Section 11.4 "In-Territory Customers" Section 6.4(e) "In-Territory Distributors" Section 6.4(e) "Initial Business Plan" Section 5.2(a) "Initial Offer" Section 14.7(e) "Initial Participating Partner" Section 8.12(c) "Initiating Partner" Section 8.12(b) "Interested Person" Section 8.6 "Issuance Items" Section 3.3(h) "Lending Commitment" Section 2.4(c)(ii) "Lending Partner" Section 2.4(c)(ii) "License Contribution" Section 2.3(a)(i) "Liquidating Events" Section 14.1(a) "Limited Partner Percentage Interests" Section 2.1 "Loan Date" Section 2.4(c)(ii) "Make-up Amount" Section 2.4(c)(iii) "MajorCorp" Section 12.6(a) "MajorCorp Stock" Section 12.6(a) "Market Value" Section 12.7(g) "Mediator" Section 5.8(a)(ii) "Minimum Offering Amount" Section 12.6(a) "Minimum Secondary Offering Amount" Section 12.7(b) "Net Equity" Section 11.3 "Net Equity Notice" Section 11.3 "Nextel" Section 6.4(f) "Non-Adverse Partners" Section 11.1(a) "Non-Selling Partners" Section 12.7(a) "Notice Partner" Section 12.6(a) "Offer" Section 6.1(c) "Offered Interest" Section 12.4 "Offerees" Section 12.4(b) "Offer Notice" Section 12.4(b) "Offer Period" Section 12.4(c) "Offer Price" Section 12.4(a) "Offer Statement" Section 14.7(b) "Ownership Restrictions" Section 8.11 "Overlap Cellular Area" Section 8.1 "Partner Loan" Section 2.7 "Partnership's Businesses" Section 6.4(b) "Partnership Services" Section 8.3(b) "Partnership Technical Information" Section 8.7 "Paying Partner" Section 2.4(a)(ii) "Payment Default" Section 2.4(c)(i) "Penalty Amount" Section 2.4(b) "Permitted Period" Section 12.7(f) "Permitted Transfer" Section 12.2 "PhillieCo" Section 6.3(e) "PMCI Shares" Section 6.4(f) "PMV Notice" Section 12.6(b) "Preemptive Contribution" Section 2.3(c) "Premium Call Shortfall Notice" Section 2.4(a)(v) "Premium Call Paying Partner" Section 2.4(a)(v) "Prior Partnership Agreement" Recitals "Proposed Budget" Section 5.2(c) "Proposed Business Plan" Section 5.2(c) "Proprietary Technical Information" Section 8.12(b) "Public Appraiser" Section 12.6(a) "Public Market Value" Section 12.6(b) "Public Offering" Section 5.9(c) "purchase commitment" Section 11.2(b), 12.4(d), 12.6(e) and 12.7(d) "Purchase Notice" Section 11.2(b) "Purchase Offer" Section 12.4(a) "Purchaser" Section 12.4(a) "Purchasing Partner" Section 11.2(b) "Receiving Party" Section 6.6(a) "Registered Offering" Section 12.7 "Registering Partner" Section 12.6(c) "Registration Accepting Offerees" Section 12.6(e) "Registration Firm Offer" Section 12.6(...
Gross Appraised Value. Section 12.4 "Holdings Required Cash Contribution" Section 2.2(c) "Initial Business Plan" Section 5.2(a) "Initial Offer" Section 15.6(b) "Interested Party Decision" Section 8.2(a) "Interim Funding Loans" Section 2.9(a) "Interim Lender" Section 2.9(a) "Leased Employees" Section 8.1(c)(ii) "Leased Employment Termination Date" Section 8.1(c)(i) -20- December 12, 1996
Gross Appraised Value. Section 11.4 "In-Territory Customers" Section 6.4(e) "In-Territory Distributors" Section 6.4(e) "Initial Business Plan" Section 5.2(a) "Initial Offer" Section 14.7(e) "Initial Participating Partner" Section 8.12(c) "Initiating Partner" Section 8.12(b) "Interested Person" Section 8.6 "Issuance Items" Section 3.3(h) -27- 35
Gross Appraised Value as of any day, will be equal to the fair market value of Company Property as of that day. As used in this Agreement, as of any day, “fair market value” of Company Property means the price at which a willing seller would sell, and a willing buyer would buy, the Property, free and clear of all liens, security interests, or other encumbrances, in an arm’s-length transaction for cash, without time constraints and without being under any compulsion to buy or sell,
Gross Appraised Value is defined in Section 11.4.
Gross Appraised Value shall have the meaning set forth in Section 12.4(a) hereof.