Valuation Procedures Clause Samples

Valuation Procedures. Upon the delivery of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures shall be used to determine the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation company. (d) Each Appraiser shall submit its appraisal report to both Parties within thirty (30) days after the date of its appointment. (e) For the purposes of this Contract, “Final FMV,” means the fair market value of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.

Valuation Procedures. Valuation of Investments:

Valuation Procedures. In all events where the value of Shares held by a given group is to be determined by independent experts, the offering group shall select a person and the non-offering groups shall jointly select a person, each said person being qualified by experience to value businesses and these two persons shall undertake to mutually agree upon the value of such Shares. In the event that such persons are not able to reach mutual agreement as to such value, they shall select a third person qualified by experience to value businesses to provide such valuation and that person's valuation shall be conclusive.

Valuation Procedures. The Trust Fund shall be valued as of each Valuation Date as specified under the Plan, but in any event not less than annually at fair market value. Except as specified below, in the absence of fraud or bad faith, the Trustee's valuation of the Trust Fund shall be conclusive. The reasonable costs incurred in establishing values of the Trust Fund, including the cost of obtaining an independent appraisal of Employer Securities shall be charged against the Trust Fund, unless paid by the Employer.

Valuation Procedures. 14 Section 2.7 Deadlock................................................15

Valuation Procedures. The Board or the Investment Committee shall from -------------------- time to time establish procedures to be used in the valuation of the Company's mortgage portfolio, taking into account the various categories of loans, i.e. performing, distressed, delinquent, restructured, in foreclosure and REO. 1. Performing loans - shall be carried on the books at amortized cost. However, an annual review of these loans will be conducted using some or all of the following data: annual operating reports, annual inspection reports, payment history, lease rollover data and any other pertinent facts available. Based upon this assessment, a general reserve for GAAP purposes will be maintained at a level to be determined on a quarterly basis by the Company's controllers. 2. Distressed, delinquent and restructured loans - shall make an individual property evaluation using an internal review of all of the factors in 1 above plus an internal appraisal of each such loan using assumptions based upon current and projected lease rates, expense levels and vacancy rates for the specific type of property in the geographic location where the property is located. For distressed mortgage loans, impairment will be measured based on the fair value of the collateral less estimated costs to obtain and sell. A valuation allowance will be established for the difference between the adjusted fair value of the collateral and the amortized acquisition cost of the distressed mortgage loans. For delinquent mortgage loans, the insurer will either take a charge against its surplus or establish a reserve for the difference between the fair value and the amortized acquisition cost of the delinquent mortgage loans. For restructured mortgage loans, impairment will be measured based on the fair value of the collateral less estimated costs to obtain and sell. The difference between the adjusted fair value of the collateral and other assets received and the amortized acquisition cost of the restructured mortgage loans must be recorded as a direct write-down and a new cost basis established.

Valuation Procedures. The Valuation Procedures shall be consistent with the valuation policies and procedures used by GC Advisors to value the portfolio company investments of GBDC and to determine the net asset value of GBDC as of December 31, 2019, and the Valuation Procedures are substantially the same as the valuation policies and procedures historically used by each of the SLFs to determine the fair value of their respective investments and determine their respective net asset value.

Valuation Procedures. Portfolio Valuation.

Valuation Procedures. I. For assets other than FSA PAL bonds and the Private Placement Securities specified in III. below (“Private Placement Securities”), The Bank of New York Mellon and ▇▇▇▇▇ Fargo Bank, National Association (each, an “Account Bank”) will determine the Indicative Market Value of each FSAM Asset or item of Eligible Collateral (for purposes of this Schedule C, an “Asset”) each in accordance with the market prices provided to the Account Bank by one or more nationally-recognized third party pricing services which the Account Bank uses generally for pricing assets of a similar type to the Assets, and in any event in accordance with the standard procedure and methodology utilized by the Account Bank in valuing securities held by it (including such procedures it generally adopts in the absence of data available from its preferred third-party pricing services), whether for its own account or the accounts of other customers, as such procedure and methodology may be amended by the Account Bank from time to time for general application with respect to securities held by it, whether for its own account or the accounts of other customers. II. Valuation of FSA PAL bonds will be reported by the Administrator to the Valuation Agent based on the valuation of Royal Bank of Scotland (RBS), a dealer in UK Inflation-Indexed bonds. Prices are determined by RBS based on prices observed on trades of similar fixed rate bonds which are relatively liquid, and spreads from the inflation swap yield curve. In the case of bonds with tenors of greater than 30 years, such inputs are modified by an additional spread premium from market sources, including bid and offer lists, and the prices on observed trades are combined with the swap spreads to arrive at a yield used to derive a price for the Asset/Swap. III. With respect to the Private Placement Securities, the Administrator will determine the prices of these assets as follows: 1. On each Valuation Date obtain FSA’s 5-year CDS spread from Bloomberg using the ticker “FSA INS CDS USD SR 5Y” and add 200 basis points (the spread so obtained the “FSA Spread”).