Determination Procedure Sample Clauses

Determination Procedure. Upon receipt of the reports required by Section 8.07 and such other reports, data and supplemental information as may from time to time be reasonably requested by Agent (the “Engineering Reports”), Agent and the Required Lenders (in the case of any reaffirmation or decrease in the Borrowing Base or reaffirmation or increase in the Monthly Reduction Amount) or Agent and all of the Lenders (in the case of any increase in the Borrowing Base or decrease in the Monthly Reduction Amount) will redetermine the Borrowing Base and the Monthly Reduction Amount. Such redetermination will be in accordance with their normal and customary practices and procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time, and may also take into consideration the financial condition, Debt, and business of Borrower and its Subsidiaries and such other factors as Agent customarily deems appropriate. Agent, in its sole discretion, may make adjustments to the rates, volumes and prices and other assumptions set forth therein in accordance with its normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time. Agent shall propose to the Lenders a new Borrowing Base and Monthly Reduction Amount within 15 days following receipt by Agent and the Lenders of the Engineering Reports in a timely and complete manner. After having received notice of such proposal by Agent, the Required Lenders (in the case of any reaffirmation or decrease in the Borrowing Base or reaffirmation or increase in the Monthly Reduction Amount) or all of the Lenders (in the case of any increase in the Borrowing Base or decrease in the Monthly Reduction Amount) shall have 15 days to agree or disagree with such proposal. If the Required Lenders do not approve a proposed reaffirmation or decrease in the Borrowing Base and/or reaffirmation or increase in the Monthly Reduction Amount or if all the Lenders do not approve a proposed increase in the Borrowing Base and/or decrease in the Monthly Reduction Amount, the Required Lenders or all the Lenders, as applicable, shall, within a reasonable period of time, work to agree on a new Borrowing Base and Monthly Reduction Amount. Notwithstanding anything herein to the contrary, Agent and all of the Lenders must approve any increase in the Borrowing Base and any reduction in the Monthly Reduction Amount.

Determination Procedure. With respect to indemnification Claims between the parties, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. With respect to indemnification Claims relating to the Claims of third parties, the Indemnifying Party shall have a reasonable period, given the nature of the third party Claim and any response time required by such third party, to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such investigation period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, then the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the Claim, subject to the limitations in Section 11.06. If the Indemnified Party and the Indemnifying Party do not agree within thirty (30) days from the date of a Claim hereunder (or any mutually agreed upon extension thereof, including subsequent to the final determination of a third-party indemnification Claim), then the Indemnified Party and the Indemnifying Party shall attempt to resolve such disputes pursuant to the mediation procedures set forth in Article 15.

Determination Procedure. The parties hereto agree that in the event a Buyer Indemnified Party makes a claim for indemnification under this Article VIII and Buyer and the DSI Representative cannot agree on whether such Buyer Indemnified Party is entitled to indemnification under this Article VIII, then, unless Buyer and the DSI Representative agree on a different mechanism for resolving such dispute, such determination shall be submitted to a panel of three arbitrators. Such arbitration shall be conducted in accordance with the Federal Arbitration Act and the rules of the American Arbitration Association. The decision of the arbitrators or a majority thereof, made in writing, shall be final and binding upon the parties hereto as to the determination of entitlement to indemnification. In all matters relating to claims for indemnification or other disputes under this Agreement, the DSI Representative shall represent the Company and Buyer shall represent itself.

Determination Procedure. 18.2.1 In respect of each TA Signatory, the Net Contractual Position, any Retention Amount, Ascertained Non-Financial Contract Liabilities (including its Limited Ascertained Non- Financial Contract Liabilities) and any Allocation may be determined independently of each other prior to Distribution and Appropriation of Distribution Assets to such TA Signatory. 18.2.2 In respect of each TA Signatory, any Net Contractual Position, Retention Amount and Ascertained Non-Financial Contract Liabilities (including its Limited Ascertained Non- Financial Contract Liabilities) will be determined on a per TA Signatory basis. Allocations of Distributable Trust Assets to TA Signatories will be determined on a per Stock Line basis (other than for Affected Intermediaries). Allocations of Distributable Trust Assets of a Stock Line are dependent upon: (i) the Identification of Trust Assets of that Stock Line that constitute Distributable Trust Assets for that Stock Line; and (ii) determination of the TA Claimant Amount of all TA Signatories and Non-Signatories to that Stock Line. Interim Allocations for a Stock Line may be determined pending the resolution of any Dispute over the Company’s determination of a TA Claimant Amount. Allocations of Distributable Trust Assets from Affected Intermediaries to TA Signatories shall be done on a per Affected Intermediary basis. 18.2.3 Distributions and Appropriations will only be determined in respect of a TA Signatory and an Asset Pool, when the following have been ascertained: (i) that TA Signatory’s Net Contractual Position; (ii) whether that TA Signatory has a Retention Amount and, if so, its amount; (iii) that the Allocation of Assets of the same Asset Pool is not a De Minimis Allocation; and (iv) whether any Non-Financial Contract Liabilities as described in Clause 33.1 and Clause 33.4 have become Ascertained Non-Financial Contract Liabilities and which of those are Limited Ascertained Non-Financial Contract Liabilities. Any Asset Shortfall Claim will only be determined in respect of a TA 18.2.4 The Net Contractual Position will be determined in respect of each NTA Signatory.

Determination Procedure. 10.1 If, at the end of the Consultation Period, the Representatives have been unable to reach agreement on whether or not a CVR Event has occurred in relation to any CVRs or the Loan Note Principal Value or Ordinary Share Number with respect thereto (such matters which have not been agreed being the “Unresolved Matters”), either Representative may refer such matter to the Expert and the following procedure (the “Determination Procedure”) will be followed once the Expert has been appointed: (a) the CVR Representative and the Company Representative shall, on or before the third (3rd) Business Day falling after the date the Expert is appointed, send to the Expert their individual written assessments, relevant calculations and supporting documents in respect of the Unresolved Matters (the later of the date of such notices being received by the Expert being the “Determination Date”); and (b) promptly following, and in any event no later than fourteen (14) calendar days after the Determination Date, the Expert shall give notice in writing to each Representative and the Company of the Expert’s assessment of the Unresolved Matters, together with the reasons, workings or calculations demonstrating how such determination was derived; (c) if the Expert determines pursuant to the Determination Procedure that a CVR Event has occurred, the Expert shall notify the Company of its decision in writing promptly and the Company shall be obliged to elect to issue Loan Notes or Ordinary Shares to any of the CVR Holders in relation to any of the CVRs in accordance with the terms of this Instrument; and (d) if the Unresolved Matter subject to the Determination Procedure is the Loan Note Principal Value or Ordinary Share Number in respect of a CVR Event, the Expert shall select either the Loan Note Principal Value or Ordinary Share Number proposed by the CVR Representative or the Loan Note Principal Value or Ordinary Share Number proposed by the Company Representative and such Loan Note Principal Value or Ordinary Share Number as selected by the Expert shall be final and binding on the Company and the relevant CVR Holders and the Company shall be obliged to issue such Loan Notes or Ordinary Shares (as applicable) to CVR Holders in accordance with Condition 11 .

Determination Procedure. The Fair Market Rental Rate for each Renewal Term shall be determined pursuant to the provisions of this Article 34, and Landlord and Tenant shall have no further right to appraisal, shall be bound by any determination made pursuant to this Article 34 and shall be obligated to pay and accept the rate as determined hereby. Landlord shall make its determination of the Fair Market Rental Rate for the applicable Renewal Term by using its good faith judgment. Landlord shall provide written notice of such amount to Tenant within thirty (30) days after the later of (i) Landlord's receipt of Tenant's Renewal Notice or (ii) fifteen (15) months before the applicable Renewal Term Commencement Date. (i) Tenant shall have fifteen (15) business days ("Tenant’s Review Period") after receipt of Landlord’s notice of the Fair Market Rental Rate within which to accept such rental or to object thereto in writing. In the event Tenant accepts Landlord's determination of the Fair Market Rental Rate in writing, Landlord and Tenant shall execute an amendment setting forth the terms and conditions of Tenant's lease of the Leased Premises during the Renewal Term. In the event Tenant fails to accept or rejects Landlord’s determination of the Fair Market Rental Rate in writing prior to the expiration of Tenant's Review Period, Tenant shall be deemed to have objected to Landlord's determination. In the event that Tenant objects or is deemed to have objected to Landlord's determination of the Fair Market Rental Rate, Landlord and Tenant shall attempt to agree upon such Fair Market Rental Rate using their good faith efforts. If Landlord and Tenant fail to reach agreement within forty-five (45) days following the expiration of Tenant’s Review Period (the "Outside Agreement Date"), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with subsections (iii) and (iv) below. (ii) In the event that Landlord fails to timely generate the initial written notice of Landlord’s determination of the Fair Market Rental Rate within thirty (30) days after the later of (A) Landlord's receipt of Tenant's Renewal Notice or (B) fifteen (15) months prior to the applicable Renewal Term Commencement Date, Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have fifteen (15) days ("Landlord's Review Period") after receipt of Tenant’s noti...

Determination Procedure. The Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including instructing professional advisers, experts and/or taking Counsel's opinion to assist him in reaching his determination.‌

Determination Procedure. (a) Upon request by Indemnitee, in connection with any matter for which indemnification may be sought hereunder, the Company agrees to promptly make, or cause to be made, a Determination whether such matter constitutes an Excluded Claim. In this connection, the Company agrees: (i) if the Determination is to be made by a majority of Disinterested Directors of the Company, even though less than a quorum, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a “Request”) is delivered to the Company by Indemnitee; (ii) if the Determination is to be made by special, independent legal counsel, such Determination shall be made not later than fifteen (15) days after a Request is delivered to the Company by Indemnitee, provided that, if such counsel is to be selected by Indemnitee pursuant to Section 6(b), counsel selected by Indemnitee has been identified in such request; and (iii) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by Indemnitee. (b) If a Determination is made by any method set forth in subsection 5(a)(i), (ii) or (iii) approving indemnification of Indemnitee, such Determination shall be binding on the Company and no further Determination, appeal, arbitration or other proceeding as to the Claim in question shall be made or sought by the Company. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification of Indemnitee. Except as provided in Section 12(b), all costs of making any Determination, including attorneys’ fees and disbursements incurred by Indemnitee, fees and disbursements of special, independent legal counsel and all costs of any arbitration, shall be borne solely by the Company. (c) If there has been a Determination, other than by a court or arbitration, that the Company is not obligated to indemnify Indemnitee as a result of an Excluded Claim, Indemnitee shall have the right to commence litigation in the Delaware Court of Chancery or to initiate arbitration proceedings under the Commercial Arbitration Rules of the American Arbitration Association challenging any such Determination. (d) Indemnitee shall reimburse the Company within thirty (30) days for all amounts theretofore paid to Indemnitee with respect to an Excluded Claim if there has been a Determination that Indemnit...

Determination Procedure. The Lender and Rivian SPV shall cooperate in good faith to calculate the VW USD 7-Yr Yield in accordance with this Section 2.08 and to deliver the Interest Rate Certificate to the other within two (2) Business Days after the Interest Rate Reference Date.