Fair Market Value Determination Sample Clauses

Fair Market Value Determination. (a) [***] (b) [***] (c) [***]

Fair Market Value Determination. In the event the Board makes a determination of Fair Market Value under this Agreement, upon request by the NiSource Member or the BIP Investor Member, so long as such Member holds a Percentage Interest (or, with respect to the BIP Investor Member, the Investor Members collectively hold an aggregate Percentage Interest) greater than five percent (5%), within five (5) Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the three year period immediately preceding the date of engagement, pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the Members within thirty (30) days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator. Notwithstanding the foregoing, the Board’s determination of Fair Market Value under this Agreement shall be conclusive and relied upon by the Members in carrying out their obligations hereunder, unless ...

Fair Market Value Determination. The Fair Market Value of the Minority Member's Interest shall be determined on the basis of the Appraisers' Certificates in accordance with the provisions of this subparagraph (iii), provided, that there shall be no "controlling interest premium" if the Majority Member's Interest has a Sharing Ratio of less than 66 2/3% nor any "minority interest discount" if the Minority Member's Interest has a Sharing Ratio of greater than 33 1/3%. The higher of the values set forth on the Appraisers' Certificates is hereinafter referred to as the "Higher Value," and the lower of such values is hereinafter referred to as the "Lower Value." If the Higher Value is not more than 110% of the Lower Value, the Fair Market Value of the Minority Member's Interest will be the arithmetic average of the Higher Value and the Lower Value. If the Higher Value is more than 110% of the Lower Value, a third appraiser shall be selected in accordance with the provisions of subparagraph (iv) below, and the Fair Market Value of the Minority Member's Interest will be determined in accordance with the provisions of subparagraph (v) below.

Fair Market Value Determination. If at any time new Units are to be issued to a Member making additional Capital Contributions to the Company pursuant to Section 3.03 or Section 3.04 and the Fair Market Value of the Units has not been agreed to by the Members as provided in Exhibit D, then the number of Units to be issued to such Member shall be determined based upon the Estimated Fair Market Value as of the date of issuance of the Units. If the actual Fair Market Value as of the date of issuance of such Units is later determined, as provided in Exhibit D, to be different than the Estimated Fair Market Value, then the number of Units issued to the Member based on such Estimated Fair Market Value shall be adjusted so that the actual number of Units held by such Member is equal to the sum of the Units held by such Member immediately prior to such issuance plus the number of Units to which such Member was actually entitled to receive based on the actual Fair Market Value as of the date of issuance. To the extent that any Distributions have been paid to the Members based upon Percentage Interests that were determined based upon an Estimated Fair Market Value that is subsequently adjusted as provided herein, then any Member (an “Overfunded Member”) that was paid Distributions in excess of the amount to which the Overfunded Member would have been entitled had the number of Units originally been issued based on the actual Fair Market Value (“Excess Distributions”) shall pay such Excess Distributions to the remaining Members pro rata in proportion to their as-adjusted Units so that the Distributions reflect the final Fair Market Value determination, which payment shall be made within five (5) Business Days of the final Fair Market Value determination. To the extent that any Overfunded Member fails to pay over any Excess Distributions as provided herein, the Company shall cause the amount of such Excess Distributions to be deducted from future Distributions as soon as possible and any Distributions that should have been paid to a Member that were not so paid shall be paid to the Member as soon as reasonably practicable, but no later than the payment of the next Distribution. In the event that any Excess Distributions have not been repaid by an Overfunded Member at the time of any dissolution or liquidation of the Company pursuant to Article Eight, then the Overfunded Member shall be required to repay to the Company any remaining Excess Distributions due to the Company within five (5) Business Days...

Fair Market Value Determination. If the parties cannot agree on the fair market value of any item subject to an option to purchase in this Agreement within a reasonable time, one appraiser shall be designated by SONIC, one by Licensee and the two appraisers shall designate an independent appraiser, and the valuation of such third appraiser alone shall be binding. SONIC and the Licensee each shall pay one-half of the cost of any appraisals required pursuant to this Section 15.04.

Fair Market Value Determination. Notwithstanding anything to the contrary herein, whenever the Board of Directors is permitted or required to determine fair market value, such determination shall be made in good faith. If the Board of Directors is unable to determine the fair market value, or if the Holders of more than fifty percent (50%) of all of the Warrants then outstanding (collectively, the “Requesting Holders”) disagree with the Board of Director’s determination of fair market value by written notice delivered to the Partnership within thirty (30) days after the determination thereof by the Board of Directors is communicated to the Holders affected thereby, which notice specifies the Requesting Holders’ determination of such fair market value, then following a thirty (30) day period in which the Partnership and the Requesting Holders shall attempt to resolve the differences in their fair market value determinations, an Independent Financial Expert shall determine such fair market value. Such Independent Financial Expert’s determination of such fair market value shall be final, binding and conclusive on the Partnership and the Holders. Any and all costs and fees of such Independent Financial Expert shall be split equally between the Partnership, on the one hand, and the Requesting Holders, on the other.

Fair Market Value Determination. In the event that, according to this Agreement, a "fair market value" has to be determined, the Party obliged to suggest such fair market value shall provide the other Party in due time with a good faith determination of the fair market value, together with any information necessary or useful to support such determination. The other Party shall have the right to provide the suggesting Party in due time with a counter-determination of the fair market value, which shall include any information necessary or useful to support such counter-determination. If the Parties are unable to agree on a fair market value determination within 30 days after receipt of such counter-determination, Section 10.3 applies.

Fair Market Value Determination. Upon request by any Member, so long as such Member holds a Common Percentage Interest greater than 5.0%, or, to the extent necessary for purposes of determining Fair Market Value of the outstanding Special Purpose Membership Interests pursuant to Section 5.3, any Member that is the owner of a majority of the issued and outstanding Special Purpose Membership Interests, within five (5) Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five (5)-year period immediately preceding the date of engagement pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will

Fair Market Value Determination. If the parties cannot agree on the fair market value of any item subject to an option to purchase in this Agreement within a reasonable time, one appraiser shall be designated by Sonic, one appraiser shall be designated by Licensee, and the two appraisers shall designate an independent appraiser, and the valuation of such third appraiser alone shall be binding. Sonic and the Licensee each shall pay one-half of the cost of any appraisals required pursuant to this Section 15.04.