Determining Fair Market Value Sample Clauses

Determining Fair Market Value. When determining the value of supplies for disposition, EERE and the Recipient will act in good faith to reach agreement on the current fair market value of any property acquired under the Award. In the event that EERE and the Recipient cannot agree on the current market value, EERE and the Recipient will mutually agree on the selection of an independent assessor, at the Recipient’s expense, to conduct an independent assessment of the current fair market value.
Sample 1
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Determining Fair Market Value. For the purposes of this Agreement, “Fair Market Value” of the Shares shall be the amount agreed by TSN US and TMI and shall be determined using a discounted cash flow analysis. The per Share Fair Market Value shall not give any effect to any discount for minority ownership or premium for majority ownership and shall not take into account the value of any tangible or intangible assets of TSN Canada Holdings or TSN Canada. In the event that TMI and TSN US cannot agree as to the Fair Market Value of the Shares of TSN Canada Holdings when required herein, then they shall, at the joint expense of TMI and TSN US (each bearing 50% thereof), jointly retain a qualified and independent valuator (the “Valuator”) to advise in writing as to the appropriate Fair Market Value using the methodology set forth in this Section 6.9. In determining Fair Market Value by performing the discounted cash flow analysis, the Valuator shall determine the appropriate discount rate and may take into account such factors as are customarily considered when making such a determination, subject to the limitations in this Section 6.9. TMI and TSN US will deliver to the Valuator and to each other any information requested by the Valuator to assist him in making his valuation. The Valuator will direct any information request in writing to both TMI and TSN US. The Valuator will deliver to TMI and TSN US as expeditiously as possible a report setting out the Fair Market Value of the Shares which will be binding on both TMI and TSN US.
Sample 1
Determining Fair Market Value. For all purposes hereunder, “Fair Market Value” shall be the fair value that a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation would be willing to pay, as determined in good faith by the Board, taking into account all relevant factors determinative of value (giving effect to any transfer Taxes payable or discounts in connection with such sale). Notwithstanding the foregoing, the Fair Market Value of the Contributed Assets at the time of the CREH Contribution is set forth on the Schedule of Members attached hereto.
Sample 1
Determining Fair Market Value. If, with respect to a Research Program, Pyxis elects in its Option Exercise Notice that Fair Market Value Consideration shall apply under the applicable License Agreement (or if Pyxis previously entered into a License Agreement (for a different Research Program) for which Predetermined Consideration applies), each of Pyxis and Alloy shall engage a mutually acceptable third party valuation firm (each, a “Firm”) within [***] of the date of the Option Exercise Notice (the date when each of Pyxis and Alloy have engaged a Firm, the “Engagement Date”). Each Firm will conduct an analysis of the fair market value of the applicable Research Program (including the Program Assets in such Research Program) and will present to the Parties its assessment of such fair market value as soon as practicable after the Engagement Date (and in any event within [***] after the Engagement Date), which assessment will ascribe values to (a) an upfront payment, (b) milestone payments and (c) a running royalty. If the fair market valuations of each Firm are within 10% of one another (based on the foregoing categories taken together), then the Firms will average the two valuations, and such average shall be deemed to be the Fair Market Value Consideration for the applicable Research Program. If such valuations are not within [***] of one another, the Parties will mutually agree upon a third Firm to perform its own valuation, and the average of (i) such third Firm’s valuation and (ii) the valuation of the other Firm whose valuation is closest to the third Firm’s valuation, shall be deemed to be the Fair Market Value Consideration for the applicable Research Program. For the avoidance of doubt, Exhibit A to the License Agreement for such Research Program shall be prepared in good faith by the Parties consistent with such Fair Market Value Consideration, as determined by the Firms (including with respect to the upfront payment, milestone payments and running royalty). Pyxis shall have the right, upon written notice to the Company following determination of the applicable Fair Market Value Consideration for a Research Program in accordance with this Section 3.5.3, to (1) revoke its Option Exercise Notice, or (2) if Pyxis and the Company have not previously entered into a License Agreement (for a different Research Program) for which Predetermined Consideration applies, elect to enter into a License Agreement for such Research Program at Predetermined Consideration. The Company shall reimb...
Sample 1

Related to Determining Fair Market Value

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Fair Market Rent In the event that it becomes necessary to determine the Fair Market Rent of any Facility for any purpose of this Master Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

  • Appraised Value If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

  • Current Per Share Market Value For the purpose of any computation hereunder, the “Current Per Share Market Value” of any security (a “Security” for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of

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