Valuation and Fairness Opinion Sample Clauses

POPULAR SAMPLE Copied 1 times
Valuation and Fairness Opinion. Buyer shall have received the opinion from Value Management Group, or other independent company, that the terms and conditions of the purchase and sale of the Assets pursuant to this Agreement (including the Purchase Price) represents the fair market value of the Assets and are otherwise fair to the Parent and its shareholders from a financial point of view.
View SourceView Similar (2)
Valuation and Fairness Opinion. The Seller may seek the following in connection with the Transaction, which would be submitted to the Seller’s Audit Committee and Board of Directors for its review and consideration: a. A valuation of the UK Subsidiaries; and b. A fairness opinion. The Buyer, ▇▇▇▇▇▇▇ and the Seller agree to fully cooperate with any requests for information and/or documents requested by the firm(s) providing the valuation and fairness opinion.
View Source
Valuation and Fairness Opinion. The Trustees will cause to deliver at Closing to Purchaser a current valuation and its opinion dated as of the Closing to the effect that (i) the Purchase Price to be paid by the Purchaser for the Shares is not in excess of fair market value for the purposes of Section 3(18) of ERISA and the aggregate consideration to be paid by the Purchaser for the Shares is not more than “adequate consideration” (as defined in Section 3(18)(B) of ERISA and the proposed regulations thereunder); (ii) the interest rate payable under the ESOP Loan is not in excess of a reasonable rate of interest; (iii) the terms of the ESOP Loan are at least as favorable to the ESOP as would be the terms of a comparable extension of credit resulting from arm’s length negotiations between independent parties; and (iv) the terms and conditions of the transactions which are to occur pursuant to this Agreement are fair and reasonable to the Purchaser from a financial point of view. The opinion shall be substantially in the form attached hereto as Schedule 5.
View Source
Valuation and Fairness Opinion. The Pacific Board has received an oral Valuation and Fairness Opinion and shall deliver to Oceana an accurate and complete copy of the written Valuation and Fairness Opinion within two business days of receiving it.
View Source

Related to Valuation and Fairness Opinion

  • Fairness Opinions (a) Unless waived by PSINet, there shall have been delivered to PSINet an opinion of independent investment bankers selected by PSINet, in form and substance satisfactory to PSINet, (i) as to the fairness to PSINet and its stockholders from a financial point of view of the issuance of the IXC Shares and the consummation of the transactions contemplated by, and in connection with, this Agreement and (ii) as to the value of the IRUs being granted by IXC to PSINet and the securities being issued or issuable by PSINet to IXC pursuant to this Agreement. (b) Unless waived by IXC, there shall have been delivered to IXC an opinion of independent investment bankers selected by IXC, in form and substance satisfactory to IXC, as to the fairness to IXC from a financial point of view of the transactions contemplated by, and in connection with, this Agreement.

  • Fairness Opinion The Board of Directors of the Company has received a written opinion from ▇▇▇▇▇▇ Securities Incorporated, dated no later than the date hereof, that, as of the date of this Agreement, the Merger Consideration is fair to the Company's shareholders from a financial point of view and has delivered to Parent a copy of such opinion.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • REIT Opinion Company shall have received a written opinion of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year that ended on December 31, 2010, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by Parent and provided pursuant to Section 6.2(b).