Agreed Values Clause Samples
The Agreed Values clause establishes a predetermined value for certain assets, property, or interests covered under a contract, typically for insurance or indemnity purposes. This clause specifies that, in the event of loss or damage, compensation will be based on the value agreed upon by the parties at the outset, rather than the actual market value at the time of the incident. By setting this fixed value in advance, the clause provides certainty and avoids disputes over valuation, ensuring a smoother claims process and reducing the risk of protracted negotiations.
Agreed Values. The Base Price has been allocated by the parties among the various items of the Interests as set out in Exhibit A. The amounts so allocated and are referred to herein as the "Agreed Values" of such items of the Interests.
Agreed Values. A portion of the Base Price has been allocated by the parties among the Reserve Report Properties and PSPC's interest in Sycamore as set out in Exhibit D. The amounts so allocated and are referred to herein as the "Agreed Values" of such Assets.
Agreed Values. 2.1 The parties agree that the agreed-upon values for each of the Projects is as set forth on Exhibit E attached hereto (the “Agreed Values”), adjusted for pro-rated items as provided in this Agreement and, in the event SCOLP or an affiliate of SCOLP has made the ▇▇▇▇▇▇ Pond Loan 2350893.10 (as defined in Section 16.1 herein) and advances with respect to capital improvements (“Cap Ex Advances”) under the ▇▇▇▇▇▇ Pond Loan have been provided by SCOLP or its affiliate and the ▇▇▇▇▇▇ Pond Loan is paid in full at Closing, the Agreed Value with respect to the ▇▇▇▇▇▇ Pond Project shall increase by the amount of such Cap Ex Advances. Purchasers shall also pay Contributors at Closing that amount set forth on Exhibit B for those Cottages that were acquired by the Contributors after 2011 Within one (1) business day after the complete execution of this Agreement and that certain Contribution Agreement dated as of the Effective Date between Indian Creek RV Resort LLC, a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ RV Resort LLC, a Delaware limited liability company, Wagon Wheel Maine LLC, a Delaware limited liability company, Wild Acres LLC, a Delaware limited liability company, SCOLP and Sun Indian Creek RV LLC, a Michigan limited liability company, Sun ▇▇▇▇ ▇▇▇▇▇▇ RV LLC, a Michigan limited liability company, Sun Wagon Wheel RV LLC, a Michigan limited liability company, and Sun Wild Acres RV LLC, a Michigan limited liability company (the “Other Contribution Agreement”), SCOLP shall deliver the sum of One Million and No/Dollars ($1,000,000), (the "Deposit") to First American Title Insurance Company (the “Escrow Agent"), as escrow agent, to be held and disbursed pursuant to the terms of a mutually agreed-upon escrow agreement (the "Deposit Escrow Agreement"), which shall be executed and delivered by the Contributors, SCOLP and the Title Company, as escrow agent. All interest earned on the Deposit shall be deemed to be part of the Deposit as described more specifically in the Deposit Escrow Agreement. As more fully described in, and subject to the terms and conditions of, this Agreement, the Other Contribution Agreement and the Deposit Escrow Agreement, the Deposit shall be forfeited to Contributors, refunded to SCOLP or applied to the payment of the Agreed Values. On the Closing Date, SCOLP shall pay the Agreed Values as follows: (a) payment of the outstanding principal balance and all accrued and unpaid interest (the “Loan Payoffs”) due with respect to those certai...
Agreed Values. 2.1 The Employer and the Contractor have agreed upon a lump sum price of HK$XX.xx million, …… provisions of this Supplemental Agreement No.2, in full and final settlement for …… for the Additional Works.
2.2 The Employer and the Contractor have agreed upon a lump sum payment of HK$X.xx million, …… provisions of this Supplemental Agreement No.2, in full and final payment for the Outstanding Claims.
Agreed Values. (a) For all purposes under this Agreement except Section 3, the Agreed Value shall initially be $700,000 based on agreement by the Board of Directors as to the aggregate estimated value of the Company which amount shall be allocated among the then outstanding Shares of the Company to determine the Agreed Value Per Share. On each anniversary of the date hereof, the Board of Directors shall agree in writing as to the then applicable Agreed Value which value shall be determined on an aggregate basis by the following methodology: multiplying the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the prior twelve month period by 5x and subtracting any long-term liabilities (those with a duration of more than twelve months) provided, however, in no event shall the value of the Company be less than $490,000 nor more than $800,000. The Agreed Value Per Share basis shall be determined by dividing the Agreed Value on an aggregate basis by the number of fully diluted shares outstanding, provided, however, in no event will the per share value be less than $183, nor more than $299.
(b) The closing of the purchase and sale of Shares under Section 4 shall take place at the principal office of the Company not later than ninety (90) days after the date of death of a Shareholder; provided that if such day is not a business day, the closing shall occur on the next business day thereafter.
(c) At the closing, of the purchase and sale of Shares under Section 4:
(i) the Company shall pay to the estate or personal representative of the deceased Shareholder the applicable Agreed Value of the Shares held by the deceased Shareholder at death;
(ii) the estate or personal representative of the deceased Shareholder shall deliver to the Company the certificates representing the Shares held by the deceased Shareholder, duly endorsed for transfer or accompanied by duly executed assignments separate from certificates and other documents reasonably requested by the purchaser.
(iii) the Shares shall be conveyed to the Company free and clear of any claims, liens, encumbrances or rights of third parties whatsoever.
Agreed Values. The parties agree that the fair market value of Servicing as of the date of this Agreement is Three Hundred Twenty-Five Thousand Six Hundred Ninety-Nine Dollars and Five Cents ($325,699.05) and that the fair market value of Neighborhoods United as if the date of this Agreement is Two Million Dollars ($2,000,000). Thus, except as provided below, these amounts represent the Preference Amounts that shall be distributed only to the owners of the Common Stock prior to the date of this Agreement in the event of a liquidation and dissolution of a Company, with only the excess, if any, distributed among all of the owners of the Common Stock in accordance with section 3.4.1 of each LLC Agreement.
Agreed Values. The Base Price has been allocated by the parties among the various items of the Interests as set out in Schedule 2.4. The amounts so allocated and are referred to herein as the “Agreed Values” of such items of the Interests.
Agreed Values. The Base Price has been allocated by the parties among -------------- the Properties and Seller's interest in Sycamore as set out in Exhibit D. The amounts so allocated and are referred to herein as the "Agreed Values" of such items of the Interests.