Valuation of Property Clause Samples

Valuation of Property. In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, the Transferring Restricted Stockholder, the Company and a Preferred Majority shall mutually determine the fair market value of such consideration, reasonably and in good faith, and the Company and/or the Investors, as the case may be, may effect their purchase under this Section 3.3 by payment of such fair market value in cash or cash equivalents.

Valuation of Property. (i) Should the purchase price specified in the Transfer Notice or Holder Transfer Notice be payable in property other than cash or evidences of indebtedness, the Holders or the Company, as the case may be, shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor, on the one hand, and the Holders or the Company, as the case may be, on the other hand, cannot agree on such cash value within seven (7) days after the Holders’ receipt of the Holder Transfer Notice or the Company’s receipt of the Transfer Notice, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Holders or the Company, as the case may be, or, if they cannot agree on an appraiser within ten (10) days after the Holders’ receipt of the Holder Transfer Notice or the Company’s receipt of the Transfer Notice, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor and the Holders or the Company, as the case may be, with the half of the cost borne by the Holders to be borne pro rata by each Holder based on the number of shares such Holder has elected to purchase pursuant to this Section 2. (iv) If the value of the purchase price offered by the prospective transferee is not determined within the time limit specified in Section 2.2(b)(iii) or Section 2.2(c)(vi) above, the closing of the Holders’ or the Company’s purchase shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this Section 2.2(d).

Valuation of Property. You shall provide accurate replacement values for all covered property or agree with us on an agreed value for all such property. These values as applied to multi-unit properties, shall be based upon a per unit replacement cost. In case of loss, the basis of adjustment shall be as of the time and place of loss or damage as follows: a. On buildings, machinery, equipment, furniture, fixtures, improvements, and betterments: replacement cost. In the event of loss or damage to improvements and betterments, we agree to accept and consider the covered entity as the sole and unconditional owner, except where we have issued a proper mortgagee endorsement. b. On historic structures, which are any buildings deemed by the covered entity to be historic structures and reported to us as such or which have been or could be so declared by any federal, state or local agency having the authority to make such a declaration, shall be valued on the basis of an “agreed value” between the covered entity and us and must be included in the schedule of covered properties. This “agreed value” shall be the maximum liability for us in the event of a partial or total loss. c. On household goods and personal effects owned by or in the care, custody and control of the covered entity: replacement cost. d. On media: The cost of reproducing the media and data storage devices from duplicates or from originals of the previous generation of the data. The measure of recovery shall be replacement cost for replacement or reproduction and coverage is limited to $50,000. e. On computers and related equipment: replacement cost. If, due to obsolescence, identical equipment is not available, computers and equip- ment will be replaced with models of the type and power most closely matching the damaged equipment. f. On property of others: replacement cost or the covered entity’s legal liability, which- ever is less. g. On fences, retaining walls, towers and antennas, signs, trees, shrubs and plants: actual cash value, up to a limit of $10,000 per loss for damage caused by specified perils (no single tree, shrub or plant in excess of $250). h. On towed and mobile equipment: actual cash value. i. Other property not otherwise provided for in this coverage agreement: replacement cost. If buildings or personal property are not actually repaired or replaced within twelve months of the date of loss, and no extension of time has been agreed to in writing by us, then the basis of valuation reverts to actual cash ...

Valuation of Property. If the Purchase Price specified in the Transfer Notice is wholly or partially payable through delivery of a promissory note, then the Company or its designee may effect payment in the same fashion. If the Purchase Price specified in the Transfer Notice is payable in property other than cash or indebtedness, the Company or its designee shall have the right to pay the Purchase Price in the form of cash equal in amount to the value of such property. If the Purchaser and the Company (or its designee) cannot agree on such cash value within fifteen (15) Business Days after the Company’s receipt of the Transfer Notice, the valuation shall be made by an appraiser of recognized standing selected by the Purchaser and the Company or, if they cannot agree on such an appraiser within ten (10) calendar days thereafter, each shall select an appraiser of recognized standing, and the two appraisers shall promptly designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Purchaser and the Company (or its designee). If the time for the closing of the Company’s (or its designee’s) purchase has expired but for the determination of the value of the Purchase Price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth Business Day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. Should the purchase price specified in the Offer be payable in property other than cash or evidences of indebtedness, the Purchasers shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Offeror and the Purchasers cannot agree on such cash value within ten (10) days after the Purchasers’ receipt of the Offer, the valuation shall be made by an appraiser of recognized standing selected by the Offeror and the Purchasers or, if they cannot agree on an appraiser within twenty (20) days after the Purchasers’ receipt of the Offer, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Offeror and the Purchasers, with the cost borne by the Purchasers borne pro rata by each based on the number of shares each such Purchaser was interested in purchasing pursuant to this Section 3. If the time for the closing of the Purchasers’ purchase has expired but for the determination of the value of the purchase price offered by the Proposed Transferee, then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

Valuation of Property. In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, an independent third party, chosen by the Company, in its sole discretion, shall determine the fair market value of such consideration, and the Founding Stockholders and/or the Company, as the case may be, may effect their purchase under this Section 2.3 by payment of such fair market value in cash or cash equivalents.

Valuation of Property. (i) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Major Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor and the Major Shareholders cannot agree on such cash value within the Major Shareholder Option Period, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Major Shareholders or, if they cannot agree on an appraiser within the Major Shareholder Option Period, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor and the Major Shareholders, with the half of the cost borne by the Major Shareholders to be borne pro rata by each Major Shareholder based on the number of shares such Major Shareholder has elected to purchase pursuant to this Section 2. (iv) If the value of the purchase price offered by the prospective transferee is not determined within the sixty (60) day period specified in Section 2.2(b)(v) above, the closing of the Major Shareholders’ purchase shall be held on or prior to the fifth (5th ) business day after such valuation shall have been made pursuant to this Section 2.2(c).

Valuation of Property. (i) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Holders shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor and the Holders cannot agree on such cash value within seven (7) days after the Holders' receipt of the Transfer Notice, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Holders or, if they cannot agree on an appraiser within ten (10) days after the Holders' receipt of the Transfer Notice, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor and the Holders, with the half of the cost borne by the Holders to be borne pro rata by each Holder based on the number of shares such Holder has elected to purchase pursuant to this Section 2. (iv) If the value of the purchase price offered by the prospective transferee is not determined within the forty-five (45) day period specified in Section 2.2(b)(vi) above, the closing of the Holders' purchase shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this Section 2.2(c).

Valuation of Property. You must, in relation to a property: