Common use of Fair Value Clause in Contracts

Fair Value. (a) In the case of a Distressed Disposal or a Liabilities Sale effected by, or at the request of, the Security Agent, the Security Agent shall take reasonable care to obtain a fair market value having regard to the prevailing market conditions (though the Security Agent shall have no obligation to postpone (or request the postponement of) any Distressed Disposal or Liabilities Sale in order to achieve a higher value). (b) The requirement in paragraph (a) above shall be satisfied (and as between the Creditors and the Debtors shall be conclusively presumed to be satisfied) and the Security Agent will be taken to have discharged all its obligations in this respect under this Agreement, the other Debt Documents and generally at law if: (i) that Distressed Disposal or Liabilities Sale is made pursuant to any process or proceedings approved or supervised by or on behalf of any court of law; (ii) that Distressed Disposal or Liabilities Sale is made by, at the direction of or under the control of, a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer (or any analogous officer in any jurisdiction) appointed in respect of a member of the Group or the assets of a member of the Group; (iii) that Distressed Disposal or Liabilities Sale is made pursuant to a Competitive Sales Process; or (iv) a Financial Adviser appointed by the Security Agent pursuant to Clause 11.5 (Appointment of Financial Adviser) has delivered a Fairness Opinion to the Security Agent in respect of that Distressed Disposal or Liabilities Sale.

Fair Value. (a) In the case of of: (i) a Distressed Disposal or Disposal; or (ii) a Liabilities Sale Sale, effected by, by or at the request of, of the Security Agent, the Security Agent shall (acting on the instructions of the Majority Senior Creditors (or, in the case of any Distressed Disposal of any asset that is subject to any Transaction Security, the instructions of the Instructing Group in respect of such Transaction Security)) take reasonable care to obtain a fair market price or value having regard to the prevailing market conditions (though but the Security Agent shall have no obligation to postpone (or request the postponement of) any Distressed Disposal or Liabilities Sale in order to achieve a higher price or value). (b) The requirement in paragraph (a) above shall be satisfied (and as between the Creditors and the Debtors shall be conclusively presumed to be satisfied) and the Security Agent will be taken to have discharged all its obligations in this respect under this Agreement, the other Debt Documents and generally at law if: (i) that Distressed Disposal or Liabilities Sale is made pursuant to any process or proceedings approved or supervised by or on behalf of any court of law; (ii) that Distressed Disposal or Liabilities Sale is made by, at the direction of or under the control of, a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer (or any analogous officer in any jurisdiction) appointed in respect of a member of the Group Member or a Debtor or the assets of a member of the GroupGroup Member or a Debtor; (iii) that Distressed Disposal or Liabilities Sale is made pursuant to a Competitive Sales Process; or (iv) a Financial Adviser appointed by the Security Agent pursuant to Clause 11.5 13.5 (Appointment of Financial Adviser) has delivered a Fairness Opinion to the Security Agent in respect of that Distressed Disposal or Liabilities Sale.

Fair Value. (a) In the case of a Liabilities Sale or a Distressed Disposal or a Liabilities Sale effected by, or at the request of, the Security Agent, the Security Agent shall take reasonable care to obtain a fair market value price having regard to the prevailing market conditions (though the Security Agent shall have no obligation to postpone (or request the postponement of) any Distressed Disposal or Liabilities Sale in order to achieve a higher valueprice). (b) The requirement in paragraph (a) above shall be satisfied (and as between the Creditors Creditors, the Debtors and the Debtors Parent shall be conclusively presumed to be satisfied) and the Security Agent will be taken to have discharged all its obligations in this respect under this Agreement, the other Debt Documents and generally at law if: (i) that Distressed Disposal or Liabilities Sale is made pursuant to any process or proceedings approved or supervised by or on behalf of any court of law; (ii) that Distressed Disposal or Liabilities Sale is made by, at the direction of or under the control of, a liquidator, bankruptcy trustee, receiver, administrative receiver, administrator, compulsory manager or other similar officer (or any analogous officer in any jurisdiction) appointed in respect of a member of the Group or the Parent or the assets of a that member of the GroupGroup or the Parent; (iii) that Distressed Disposal or Liabilities Sale is made pursuant to a Competitive Sales Process; or (iv) a Financial Adviser appointed by the Security Agent pursuant to Clause 11.5 12.5 (Appointment of Financial Adviser) has delivered a Fairness Opinion to the Security Agent in respect of that Distressed Disposal or Liabilities Sale.

Fair Value. (a) In the case of of: (i) a Distressed Disposal or Disposal; or (ii) a Liabilities Sale Debt Disposal, effected by, or at the request of, the Security AgentTrustee, the Security Agent Trustee shall act in accordance with this Deed; provided that the Security Trustee shall take reasonable care to obtain a fair market value having regard to price in the prevailing market conditions (though the Security Agent shall not have no any obligation to postpone (or request the postponement of) any Distressed Disposal or Liabilities Sale Debt Disposal in order to achieve a higher valueprice). (b) The requirement in paragraph (a) above shall be satisfied (and as between the Creditors and the Debtors shall be conclusively presumed to be satisfied) and the Security Agent Trustee will be taken to have discharged all its obligations in this respect under this AgreementDeed, the other Debt Bond Documents and generally at law if: (i) that Distressed Disposal or Liabilities Sale Debt Disposal is made pursuant to any process or proceedings approved or supervised by or on behalf of any court of law; (ii) that Distressed Disposal or Liabilities Sale Debt Disposal is made by, at the direction of or under the control of, a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer (or any analogous officer in any jurisdiction) appointed in respect of a member of the Group Member or the assets of a member of the GroupGroup Member; (iii) that Distressed Disposal or Liabilities Sale Debt Disposal is made pursuant to a Competitive Sales Process; or (iv) if a Financial Adviser appointed by the Security Agent pursuant to Clause 11.5 (Appointment of Financial Adviser) Trustee has delivered a Fairness Opinion to the Security Agent Trustee in respect of that Distressed Disposal or Liabilities SaleDebt Disposal.

Fair Value. (a) In the case of a Liabilities Sale or a Distressed Disposal or a Liabilities Sale effected by, or at the request of, the Security Agent, the Security Agent shall take reasonable care to obtain a fair market value price having regard to the prevailing market conditions (though the Security Agent shall have no obligation to postpone (or request the postponement of) any Distressed Disposal or Liabilities Sale in order to achieve a higher valueprice). (b) The requirement in paragraph (a) above shall be satisfied (and as between the Creditors Creditors, the Debtors and the Debtors Parent shall be conclusively presumed to be satisfied) and the Security Agent will be taken to have discharged all its obligations in this respect under this Agreement, the other Debt Documents and generally at law if: (i) that Distressed Disposal or Liabilities Sale is made pursuant to any process or proceedings approved or supervised by or on behalf of any court of law; (ii) that Distressed Disposal or Liabilities Sale is made by, at the direction of or under the control of, a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer (or any analogous officer in any jurisdiction) appointed in respect of a member of the Parent Group or the assets of a that member of the Parent Group; (iii) that Distressed Disposal or Liabilities Sale is made pursuant to a Competitive Sales Process; or (iv) a Financial Adviser appointed by the Security Agent pursuant to Clause 11.5 (Appointment of Financial Adviser) has delivered a Fairness Opinion to the Security Agent in respect of that Distressed Disposal or Liabilities Sale.Clause