Determination of Appraised Value Sample Clauses
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Determination of Appraised Value. For purposes of this Article 7 and Section 6.05, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members.
(1) The Qualified Appraiser or two (2) Qualified Appraisers, as the case may be, shall promptly fix a time for the completion of the appraisal, which shall not be later than thirty (30) days from the Effective Date of the appointment of the last Qualified Appraiser.
(2) The Qualified Appraiser(s) shall determine the Appraised Value by determining the fair market value of the assets of the Company, such being the fairest price estimated in the terms of money which the Company could obtain if the assets of the Company were sold, for all cash, in the open market allowing a reasonable time to find a purchaser.
(3) Upon submission of the appraisals setting forth the opinions as to the Appraised Value of the assets of the Company, the average of the two (2) appraisals shall constitute the Appraised Value of the assets of the Company for purposes of this Article 7.
Determination of Appraised Value. For purposes of this Article 7, the appraised value (“Appraised Value”) of the assets of the Company shall be determined by one (1) or more independent Qualified Appraisers. The Non-Defaulting Member shall select one (1) Qualified Appraiser and shall include such selection in the Default Notice. Within fifteen (15) days following the Effective Date of the Default Notice, the Defaulting Member shall either agree to the Qualified Appraiser selected by the Non-Defaulting Member or select a second (2nd) Qualified Appraiser and give written notice to the Non-Defaulting Member of the person so selected. If either the Non-Defaulting Member or the Defaulting Member fails to appoint a Qualified Appraiser within the time period specified and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members. If two (2) Qualified Appraisers are selected, then such selected Qualified Appraisers shall thereafter appoint a third (3rd)
Determination of Appraised Value. (a) The parties hereto agree that the Appraised Value shall be determined for all purposes under this Agreement in accordance with the procedure set forth in this Section 3.5.
(b) Upon the occurrence of an event requiring that the Appraised Value be determined pursuant to Section 3.2, 3.3 or 3.4 of this Agreement (a “Triggering Event”), the parties hereto shall negotiate in good faith to determine the Appraised Value. The Issuers agree to make available to the Investors (and any Appraiser selected pursuant to Section 3.5(c) of this Agreement) financial and other information relating to the ▇▇▇▇▇▇ Retail Group, and afford the Investors and their respective Representatives reasonable access at reasonable times to appropriate officers, employees and agents of the Issuers and the properties, offices and other facilities, books and records of the ▇▇▇▇▇▇ Retail Group that, in each case, is reasonably necessary for the determination of the Appraised Value. Each party agrees to deliver to any other party, at such other party’s reasonable request, work papers, schedules and other supporting data relating to such party’s determination of the Appraised Value; provided that each Investor and the Appraiser agree to customary confidentiality restrictions with respect to any such information obtained.
(c) To the extent the parties hereto fail to determine the Appraised Value that is mutually acceptable to the parties within *** (the “Negotiating Period End Date”) following the occurrence of a Triggering Event, an internationally recognized investment bank or valuation firm (the “Appraiser”) shall be selected, as soon as practicable but no later than *** after the Negotiating Period End Date, by a designee of EchoStar and a designee of the Investors. The Appraiser so selected shall advise the parties of its determination of the Appraised Value as soon as practicable but not later than *** after its selection. The fees and other costs of the Appraiser shall be borne by the Issuers, on the one hand, and the Investors, on the other hand, in equal shares.
Determination of Appraised Value. For purposes of this Article VII, the appraised value ("Appraised Value") of the assets of the Company shall be determined as follows: The Appraised Value shall be determined by one (1) or more independent qualified M.A.I. appraisers with at least five (5) years' experience appraising industrial real estate projects. The Non-Defaulting Member shall select one (1) appraiser and shall include such selection in the Default Notice. Within fifteen (15) Business Days following the effective date of the Default Notice, the Defaulting Member shall either agree to the
Determination of Appraised Value. The initial Appraised Value of a Property shall be determined as provided in subsection (c) above and the definition of Appraised Value; provided, however, that upon 5 Business Days prior notice to the Borrower and at the Borrower's sole cost and expense, the Agent will redetermine the Appraised Value of any Property (based upon a new Appraisal obtained by the Agent) if necessary in order to comply with FIRREA or other Applicable Law relating to the Agent or the Lenders generally or as provided in Section 4.2.(b)(ii).
Determination of Appraised Value. The appraised value of all of the issued and outstanding stock of SNA (the "Appraised Value") shall be determined as follows:
12.2.1 The City shall select a qualified appraiser and shall identify such appraiser in its Option Exercise Notice.
12.2.2 SNA shall select a second qualified appraiser within thirty (30) days after its receipt of the Option Exercise Notice and deliver notice thereof to the City.
12.2.3 Within sixty (60) days after their appointment, the two appraisers selected by the City and SNA shall determine the Appraised Value according to the criteria described in Section 12.2.
Determination of Appraised Value. Within 90 days after appointment of the third appraiser, the appraisers shall determine the fair market value of all of the assets of the Company as of the date of the event giving rise to the purchase of the Affected Member’s interest. The value of the Company’s assets shall be determined by the average of the valuation of the three appraisers. The sum of all of the liabilities of the Company and the capital accounts of all of the Members as of the date of the event giving rise to the purchase of the Affected Member’s interest shall be subtracted from such fair market value, and the resulting difference shall be multiplied by the Affected Member’s Ownership Interest. The Purchase Price for the Affected Member’s interest shall be the sum of the resulting product plus the amount of the Affected Member’s capital account on the date of the event giving rise to the purchase of the Affected Member’s interest. The decision of the appraisers shall be in writing, and a copy of the decision shall
Determination of Appraised Value. 17 3.4 Determination of Net Operating Income . . . . . . . . . . . 18
Determination of Appraised Value. The appraiser(s) shall determine fair market value, as of the applicable Event of Default, of the Partnership Property as follows:
(i) the appraised value shall be determined by a Single Appraiser, if applicable, or (ii) shall be agreed upon by both appraisers in the event that two appraisers serve; or (iii) shall be the average of the appraised values of the two appraisers who are closest together in the event that three appraisers serve. After reaching a decision, the appraisers shall give written notice to each Partner and the Accountants of the final value as determined by them (the "Appraised Value") within fifteen (15) days after appointment of the Third Appraiser or the mutually agreed upon Single Appraiser, as the case may be. The Accountants shall, within thirty (30) days after such notice from the appraiser(s), and based upon a value equal to ninety percent (90%) of the Appraised Value, determine the value of the defaulting Partner's Interest after adjusting the value of Partnership assets as follows:
(a) Subtracting the product of liabilities of the Partnership (including but not limited to any Partnership obligations or indebtedness attributable to or secured by the Property), multiplied by the defaulting Partner's Interest;
(b) Subtracting the amount of any third party claims against or liabilities of the defaulting Partner which are secured by or charged against the defaulting Partner's Interest;
(c) Subtracting any other amounts owed by the defaulting Partner to the Partnership or the non-defaulting Partner; and
(d) Adding any amounts owed by the Partnership or the non-defaulting Partner to the defaulting Partner.
Determination of Appraised Value. For purposes of this Article VIII, the appraised value ("APPRAISED VALUE") of the assets of the Company shall be determined by real estate appraiser(s) all of whom shall be independent qualified M.