Valuation Procedure Sample Clauses

Valuation Procedure. Whenever the value of the Shares must be determined pursuant to Section 4.2 hereof, within ten (10) days after notice is given by University, University and Licensee shall attempt to agree upon the selection of a disinterested independent qualified investment banking firm or other disinterested independent qualified appraiser (the “Appraiser”) to determine the fair market value of such Shares. If the parties are able to agree upon an Appraiser, then such Appraiser will be instructed to furnish a written valuation or appraisal (an “Appraisal”) within thirty (30) days after its selection. If the parties are unable to agree upon the selection of an Appraiser within a ten (10) day period, then University and Licensee will, within five (5) days after the end of such ten (10) day period, each select an Appraiser to determine the fair market value of such Shares. If either University or Licensee fails to so select an Appraiser, the Appraisal of the Appraiser selected by the other shall determine the fair market value of such Shares. If the higher of the two Appraisals is not more than one hundred ten percent (110%) of the lower Appraisal, then the fair market value of such Shares will be the arithmetic average of the two Appraisals. If the higher of the two Appraisals is equal to or greater than one hundred ten percent (110%) of the lower Appraisal, then the two Appraisers shall, within ten (10) days after the issuance of their respective reports, select a third Appraiser to determine the fair market value of such Shares. The third Appraiser will be instructed to issue a written Appraisal within thirty (30) days after this selection. The third Appraisal shall be arithmetically averaged with the two Appraisals, and the Appraisal furthest from the average of all three Appraisals will be disregarded. The arithmetic average of the two remaining Appraisals will be the fair market value of such Shares. Each Appraiser engaged to provide an Appraisal pursuant hereto will be instructed (i) to include therein a statement of the criteria applied and assumptions made to determine the fair market value of the Shares, (ii) to arrive at a single calculation of such fair market value rather than alternative calculations or a range of calculations, and (iii) not to attribute a premium or discount based on the fact that the Shares being valued constitutes a majority or less than a majority of the total issued and outstanding Shares of Licensee. Any Appraisal by an Appraiser that f...

Valuation Procedure. The Collateral Manager shall provide written notice to the Administrative Agent following any material change to its internal policies and procedures regarding (i) periodic valuations required by, and in accordance with, the 1940 Act or (ii) review by its auditors of such valuation.

Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to subsection (d)), the Parties shall agree upon an independent business valuator and shall cause such independent business valuator to determine the Fair Market Value of all of the issued and outstanding Units as at the Valuation Date. If the Parties fail to choose an independent business valuator within fifteen (15) days following the event giving rise to the valuation, or if an agreed-upon valuator shall not have consented to act as valuator within ten (10) Business Days following the expiry of the fifteen (15) day period, a business valuator shall be chosen by a Judge of the Ontario Superior Court, upon the application of any of the Parties. In determining the Fair Market Value of all of the issued and outstanding Units, the independent business valuator shall take into account and apply generally accepted accounting and valuation principles, and the valuator shall not have regard to whether the Units subject to the transaction of purchase and sale constitute a minority block or a majority block of all of the issued and outstanding Units and no minority or majority discount or premium shall be applied to its valuation. The valuation arrived at by the valuator, made as an expert and not as an umpire or arbitrator, shall be conclusive and binding on the Parties and none of the Parties shall have any right to or shall seek any appeal or review from or of such valuation.

Valuation Procedure. At the time of the event giving rise to the need to determine the Fair Market Value of the Company (i.e., upon notice of --- exercise of the Call Option or the Change of Control Put), the following procedure shall be used to determine the Fair Market Value of the Company: (a) Within ten (10) days of receipt of notice of the event giving rise to the need to determine Fair Market Value, C&D shall select a nationally recognized investment banking firm, which shall establish the fair market value of all of the Interests of the Company by using valuation methods customary in the investment banking industry (including those set forth below) to determine the value of an enterprise in a sale to a third party in a process designed to maximize the value of the Member's Interests. C&D shall deliver the results of such valuation to the ▇▇▇▇▇ Member within twenty (20) days of such notice. Within ten (10) days of the ▇▇▇▇▇ Member's receipt of the results of such valuation, if the ▇▇▇▇▇ Member does not agree with the valuation provided by the bank selected by C&D, the ▇▇▇▇▇ Member shall select a nationally recognized investment banking firm to establish the fair market value of all of the Interests of the Company. The ▇▇▇▇▇ Member shall deliver the results of such valuation within twenty (20) days of the receipt of the results of the valuation by C&D's investment banking firm. If, after consideration of the valuation provided by the second bank, the ▇▇▇▇▇ Member and C&D are still unable to agree upon an appropriate valuation, then the ▇▇▇▇▇ Member and C&D shall promptly choose a third independent nationally recognized investment banking firm to perform a similar valuation. The "Fair Market Value" of the equity of the Company shall be the average of the two closest valuations by the investment banks. Costs and expenses incurred by each Member in connection with its selected investment banking firm providing a valuation shall be paid by such Member. If a third investment banking firm is chosen, costs and expenses incurred in connection with such firm providing a valuation shall be shared and paid equally by the Members. (b) Any investment bank retained pursuant to this section to determine the enterprise value for the Company shall utilize the most appropriate and relevant methods of financial analysis as it, in its discretion, shall determine. Without limiting the foregoing, any such investment bank shall consider each of the following valuation methodologies: (i) compara...

Valuation Procedure. 2.1 Each Party shall, within ninety (90) days of the date of the Commencement Notice, advise the other Party in writing of such Party’s opinion as to the value to be assigned to each Asset (each, a “Proposed Value”). The Proposed Value shall be the value of the Asset determined at its Highest and Best Private Use, which shall mean that reasonably probable and legal private use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. Uses that are not considered “highest and best uses” are: interim use, special use, non-conforming use, speculative use and excess land. The term “private” is used to denote typical private sector uses, such as residential, commercial, industrial, etc. versus public sector special uses such as parks, schools, open space, fire stations, libraries, etc. 2.2 Should a leasehold interest of less than ten (10) years be acquired, rather than a fee simple interest or longer-term leasehold interest, the annual rent shall be determined by applying an annual rental rate of 10% to the Agreed-Upon Value. The annual rent for a leasehold interest of ten (10) years or longer shall be determined in the same manner as the value of a fee simple interest in an Asset. If the rent is to be prepaid in a lump-sum amount at the beginning of a lease, the prepaid rent shall be the present value of the future rental income stream, using a factor that is the sum of the annual rental rate and appreciation/inflation rate expectations. For example, if the annual rental rate is to be 10% of the Agreed-Upon Value (as defined in Section 2.1), and appreciation/inflation is 3%, compounded, the total return or yield rate used to calculate the present value for the future rent, for the term of the lease, will be 13%. Notwithstanding the preceding, under no circumstance shall the present value and the value of the reversionary rate together equal more than the Agreed-Upon Value. 2.3 If the Parties’ respective Proposed Values for any given Asset (which, in the case of proposed transaction involving multiple Assets shall mean each particular Asset) are within twenty percent (20%) or less (as a percentage of the larger Proposed Value), the definitive value (“Agreed-Upon Value”) of such Asset for purposes of this Master Agreement shall be the average of District’s Proposed Value and City’s Proposed Value. If the Parties’ respective Proposed Values for any given Asset are mor...

Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to paragraph (b)), the non-defaulting party/ selling party (if not a Defaulting Party)/ Government (in case of insolvency of Strategic Partner or Principal(s)) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in Paragraph (c) of this Schedule II to determine the Fair Value of the relevant Equity Shares as of the Valuation Date. The appointment of the independent valuer shall be made within 5 (five) days of the Valuation Date. In determining the Fair Value of the relevant Equity Shares of the Company, the independent valuer shall take into account various factors, including but not limited to the following: (i) Discounted cash flow principles; (ii) Commonly used valuation multiples; (iii) If the Company is listed, the current price of the Equity Shares of the Company as quoted on the stock exchange(s) where they are primarily traded; (iv) The Securities and Exchange Board of India's guidelines and principles of valuation, if applicable (v) Whether such Equity Shares of the Company which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all the issued and outstanding Equity Shares; (vi) Whether such Equity Shares have any contractual rights with respect to the Company attached to them and appropriate discount or premium shall be applied to its valuation on the basis thereof; (vii) Discounting principles if the selling party is insolvent for assuming any restriction and obligations attached to the shares. (viii) Asset valuation. (ix) Value of entities in business similar to or associated with the business of the Company. The valuation arrived at by the independent valuer is made in his capacity as an expert and not as an umpire or arbitrator, and shall be final and binding on the Parties and no appeal shall lie from such valuation.

Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to sub-clause (b)), the non-defaulting party /selling Party (if not a Defaulting Party) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in sub-Clause (c) of this Schedule to determine the Market Value/Fair Market Value of the relevant Shares as at the date of the notice by either Party, for the sale or purchase of all or any Shares by the other Party, that requires the determination of Market Value/Fair Market Value under the terms of this Agreement. In determining the Market Value/Fair Market Value of the relevant Shares, the independent valuer shall take into account various factors, including, but not limited to the following: i) Discounted cash flow principles; ii) Commonly used valuation multiples of comparable transactions; iii) trading multiples for comparable companies and applying those to the Company; iv) the SEBI guidelines and principles of valuation, if applicable; v) whether such Shares which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all of the issued and outstanding Shares; vi) whether such Shares have any contractual rights with respect to the Company attached to them and appropriate discount or premium shall be applied to its valuation on the basis thereof; vii) discounting principles, if the selling party is insolvent, for assuming any restriction and obligations attached to the Shares; viii) In the event that the Fair Market Value is to be determined while the Company continues to be listed on the stock exchange(s), the independent valuer shall also take into account the quoted price of the Shares at such stock exchange(s) while determining the Fair Market Value. The valuation arrived at by the independent valuer, made as an expert and not as an umpire or arbitrator, shall be final and binding on the parties and no appeal shall lie from such valuation.

Valuation Procedure. Immediately following the Closing, the parties shall endeavor in good faith to determine a mutually acceptable valuation of the fair market value of Borrower. The valuation of Borrower shall not take into consideration any increase in the value of Borrower resulting from the extension of the Term Loan or the consummation of the transactions contemplated hereby. If the parties are unable to agree on the value of Borrower within ninety (90) days following the Closing, each party shall appoint an appraiser, and the two appraisers so appointed shall jointly determine the fair market value of Borrower within thirty (30) days following their appointment. The determination of the two appraisers so appointed shall be conclusive and binding upon the parties.

Valuation Procedure. 3.1 In carrying out the Option Valuation, the Valuer:- 3.1.1 must act as an expert and not as an arbitrator; 3.1.2 must give the Lender, the Borrowers and the Owners an opportunity to make written and verbal submissions to him; 3.1.3 must have regard to, but is not bound or restricted in his remit by, any such submissions; and 3.1.4 issue his decision (the "Valuer Decision") to the Lender (copied to the Borrowers and the Owners) within 4 weeks of his instruction. 3.2 The Borrowers, the Owners and the Lender agree that the Valuer Decision will be final and binding on the parties.