Valuation Model Clause Samples
Valuation Model. Lender hereby agrees to provide to Borrower a copy of its Valuation Model on or before the Closing Date. In connection with Lender's provision of the Valuation Model to Borrower, Borrower, Guarantor and Lender each expressly acknowledge and agree as follows:
(a) Lender shall be entitled, in the case of any manifest error or manifest inaccuracy contained in the Valuation Model, to revise or modify the Valuation Model to correct any such error or inaccuracy and shall, as soon as reasonably practicable, provide to Borrower a copy of such Valuation Model as so revised or modified. Following the provision of such revised or modified Valuation Model to Borrower, all calculations of the Present Value of the Collateral and all related calculations shall be made on all subsequent Calculation Dates in accordance with such Valuation Model as so revised or modified.
(b) Borrower and Guarantor hereby acknowledge and agree that the Valuation Model is proprietary to Lender, and that the Valuation Model shall not be used by Borrower or Guarantor, or any of their respective affiliates, subsidiaries, directors, officers, agents or employees, as applicable (collectively, the "AMC GROUP"), for any purpose other than determining the Present Value of the Collateral and making relating calculations in connection therewith, and shall at all times be maintained by each member of the AMC Group as confidential.
(c) Borrower and Guarantor further acknowledge and agree that Lender is furnishing the Valuation Model to Borrower solely as an accommodation in connection with the transactions contemplated by this Agreement. Lender makes no representation or warranty (whether express or implied, oral or written) as to the accuracy or completeness, or fitness for a particular use, of the Valuation Model, and assumes no responsibility whatsoever to any member of the AMC Group in connection with any use of such Valuation Model and, consequently, no member of the AMC Group is relying upon Lender or the Valuation Model in such regard.
(d) In consideration of Lender's providing the Valuation Model to Borrower, for which Lender is not receiving any compensation, each member of the AMC Group hereby unconditionally and irrevocably releases and discharges Lender and its respective affiliates, directors, officers, agents, employees and representatives from, and agrees to indemnify, hold harmless and reimburse any such party or parties with respect to, any and all actions, liabilities, losses, damages ...
Valuation Model. AMC expressly accepts and acknowledges, and agrees to comply with and be bound by, the provisions of Section 3.13 of the Agreement.
Valuation Model. We use the IBNP valuation model to value unpaid claims liabilities. The model estimates a client’s IBNP liability at a given valuation date and can also project that liability to a later date (if needed). While providing a fair amount of flexibility in setting assumptions, the IBNP valuation model ensures that our consulting actuaries use a consistent platform for calculations and consider all of the IBNP liability components below: Incurred-But-Not-Reported (IBNR) Claims Liability: The liability for claims that have been incurred, but not reported. Historical claims payment patterns (as exhibited in claims lag triangles) are extrapolated and adjusted for seasonality and trend to estimate ultimate incurred claims. Claims Issued But Not Cleared the Bank: The liability attributable to the lag between the time a carrier reports payment in a claims lag triangle, and the time the payment actually clears the client’s bank account. Margin: This is an explicit margin in liability estimates Liability for Runout Expenses: This component quantifies the costs for administrative fees to process claims paid after plan termination, if required by the administrator’s contract.
Valuation Model. 16 3.14. Exhibit G....
Valuation Model. The value of the Assets shall be based on the book equity value of the Assets and the Exchange Ratio shall be calculated at economic value, in accordance with the Appraisals. The Parties, however, shall have agreed on a final valuation model within six months from the date of this Agreement.
Valuation Model. 20 3.14 EXHIBIT G . . . . . . . . . . . . . . . . . . . . . 21
Valuation Model. 18 3.14. Exhibit G......................................................................................19 3.15. Payment of Excess Cash Flow....................................................................19 3.16. Exhibit J......................................................................................19
Valuation Model. The Agent shall have received a valuation model specific to the Provider Acquisition in accordance with Section 7.12(k)(i)(A) of the Credit Agreement.
Valuation Model. DCF approach has been adopted for this valuation, i.e. the free cashflow of the entity is the quantitative indicator for the enterprise’s expected income, and the corresponding Weighted Average Cost of Capital (WACC) model has been adopted for calculating the discount rate.
Valuation Model. 15 3.14. Exhibit G......................................................... 16 4.