Market Value Determination. To ascertain the Market Value as contemplated in Section 4.3.1, the Non-Defaulting Party may consider information either available to it internally or supplied by one or more third parties, including, among other things, settlement prices of applicable NYMEX power futures contracts, quotations (either firm or indicative) from leading dealers in energy swap contracts and other bona fide third party offers, all adjusted for the length of the remaining Transaction Term and differences in transmission costs and volume. An adjustment will also be made, if appropriate for comparison purposes, such that the price contained in any applicable replacement contract, replacement transaction or other applicable determination reflects the applicable load factors attributable to the Facilities. It is expressly agreed that a Party will not be required to enter into any replacement transaction in order to determine an Early Termination Payment.
Market Value Determination. If the shares are to be valued based on provisions of this Agreement, and if the Partners concerned cannot agree on what the market value for the shares will be, the market value shall be determined on the basis of an arms-length third Partner purchase offer for the shares. In the absence of such offer, a respectable financial advisor or investment bank appointed by the Board of Directors shall determine the market value.
Market Value Determination. For the purpose of the Security Documents, the aggregate market value of the Vessels or, as the context may require, a Group Vessel, shall be the value certified by one Approved Shipbroker, or, if the Agent requires, the average value certified by two Approved Shipbrokers. If there is a difference between the two valuations in excess of ten per cent, then the Agent shall select a third firm of Approved Shipbrokers and the market value of a Vessel or a Group Vessel shall be determined by the average of the three valuations. Each Approved Shipbroker appointed under this Agreement shall report directly to the Agent (on behalf of the Lenders) and shall be appointed by the Borrower not later than five (5) days after the Agent’s request for the Borrower to appoint such Approved Shipbrokers. In the event that the Borrower fails to appoint such Approved Shipbrokers within five (5) days after the Agent’s request to do so or if a broker appointed by the Borrower is not approved by the Agent and the Borrower fails to appoint an alternative broker who is approved by the Agent within such five (5) day period, the Borrower irrevocably authorises the Agent to appoint brokers in its discretion to conduct such valuations, with such brokers to be subsequently considered as Approved Shipbrokers. All valuations pursuant to this Clause 17.11 (Market Value Determination) shall be made for the purposes of Clause 17.10 (Additional security) on the basis of a sale of a Vessel or a Group Vessel (as applicable) for prompt delivery for cash at arm’s length on normal commercial terms by a willing seller to a willing buyer free of the value of any existing charter or of any other contract of employment. For the purposes of assessing compliance with the Financial Covenants of Clause 20 (Financial Covenants), the valuations of a Vessel or a Group Vessel shall be on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms by a willing seller to a willing buyer and shall include the value of an Acceptable Charter, if an Acceptable Charter is in full force and effect at the relevant time and provided that evidence thereof is provided to the Agent upon such Acceptable Charter coming in to force and in form and substance acceptable to the Agent. If an Acceptable Charter is not in force, any valuations for the purposes of Clause 20 (Financial Covenants) shall be made on a charter-free basis. For the purpose of the Security Documents, the Borrower irrevocably ...
Market Value Determination. To ascertain the Market Value as contemplated in Section 3.3.1, the Non-Defaulting Party may consider, among other things, settlement prices of applicable NYMEX power futures contracts, quotations from leading dealers in energy swap contracts and other bona fide third party offers (including any rate available for a return to Utility services), all adjusted for the length of the remaining Contract Term and differences in transmission costs and volume. An adjustment will also be made, if appropriate for comparison purposes, such that the price contained in any applicable replacement contract, replacement transaction or other applicable determination reflects the applicable load factors attributable to the Facilities. It is expressly agreed that a Party will not be required to enter into any replacement transaction in order to determine an Early Termination Payment. If the Defaulting Party disagrees with any aspect of the calculation of the Early Termination Payment, the issue will be submitted to arbitration in accordance with the Agreement and the resulting Early Termination Payment will be due and payable within five (5) business days after the award.
Market Value Determination. To ascertain the Market Value as contemplated in Section 3.3.1, the Non-Defaulting Party may consider, among other things, settlement prices of applicable NYMEX power futures contracts, quotations from leading dealers in energy swap contracts, which may include bona fide offers from EESI and its affiliates, and bona fide third party offers (including any rate available for a return to Utility services), all adjusted for the length of the remaining Contract Term and differences in transmission costs and volume. An adjustment will also be made, if appropriate for comparison purposes, such that the price contained in any applicable replacement contract, replacement transaction or other applicable determination reflects the applicable load factors attributable to the Facilities. It is expressly agreed that a Party will not be required to enter into any replacement transaction in order to determine an Early Termination Payment. If the Defaulting Party disagrees with any aspect of the methodology or the calculation of the Early Termination Payment, the issue will be submitted to arbitration in accordance with the Agreement and the resulting Early Termination Payment will be due and payable within five (5) business days after the award.
Market Value Determination. To ascertain the Market Value as contemplated in Section 3.3.1, the Non-Defaulting Party may consider, among other things, settlement prices of applicable NYMEX power futures contracts, quotations from leading dealers in energy swap contracts and other bona fide third party offers (including any rate available for a return to Utility services), all adjusted for the length of the remaining Contract Term and differences in transmission costs and volume. An adjustment will also be made, if appropriate for comparison purposes, such that the price contained in any applicable replacement contract, replacement transaction or other applicable determination reflects the applicable load factors attributable to the Facilities. It is expressly agreed that a Party will not be required to enter into any replacement transaction in order to determine an Early Termination Payment.
Market Value Determination. The Buyer shall determine the Market Value for the Purchased Securities from time to time and at such time as it may elect in its sole discretion. Notwithstanding any provision of the Agreement to the contrary, the Buyer shall assign a zero Market Value to any Mortgage Loan (i) that has been delinquent for at least thirty (30) days, or (ii) with respect to which there is a breach of a representation, warranty or covenant made by Seller in the Agreement that materially adversely affects the Buyer's interest in such Mortgage Loan as determined by the Buyer in its sole discretion and which breach has not been cured by Seller prior to the date on which Market Value is being determined; provided, however, that for any Purchased Securities with respect to which (x) the Takeout Commitment relevant to such Purchased Securities remain in full force and effect, (y) such Purchased Securities satisfy all applicable requirements of such Takeout Commitment, and (z) the Takeout Investor obligated under such Takeout Commitment remains satisfactory to the Buyer in its reasonable discretion, the Market Value of such Purchased Securities shall be the cash price ultimately payable therefor under the terms of such Takeout Commitment.
Market Value Determination. The Market Value of the Top-Up -------------------------- Interests shall be determined on the basis of the Appraisers' Certificates in accordance with the provisions of this subparagraph (C). The higher Market Value set forth on the Appraisers' Certificates is hereinafter referred to as the "Higher Number" and the ------------- lower Market Value set forth on the Appraisers' Certificates is hereinafter referred to as the "Lower Number." If the Higher Number ------------- is not more than 105% of the Lower Number, the Market Value will be the arithmetic average of such two Numbers. If the Higher Number is more than 105% of the Lower Number, a third appraiser shall be selected in accordance with the provisions of subparagraph (D) below, and the Market Value will be determined in accordance with the provisions of subparagraph (E) below.
Market Value Determination. MLMCI shall determine the Market Value for the Purchased Securities in its reasonable business judgment from time to time and at such time as it may elect in its sole discretion; provided, however, that MLMCI shall assign a Market Value of zero to (i) any Mortgage Loan that is not an Eligible Mortgage Loan, (ii) any Mortgage Loan that has been delinquent for at least thirty (30) days (iii) any loan that is not eligible for securitization as determined in MLMCI's sole discretion or (iv) any Mortgage Loan with respect to which there is a breach of a representation, warranty or covenant made by Seller in this Agreement or the Custody Agreement that materially adversely affects MLMCI's interest in such Mortgage Loan and which breach has not been cured prior to the date on which Market Value is being determined. Without limiting the foregoing, the parties agree that (i) the value of the hedge transactions referred to in Paragraph 9(d)(xix) of these Supplemental Terms shall be a factor incorporated into MLMCI's determination of Market Value and (ii) MLMCI shall, upon Seller's request, provide to Seller explanations regarding MLMCI's determination of Market Value (provided, however, that the determination of Market Value shall be made by MLMCI as aforesaid).
Market Value Determination. Buyer shall determine the Market Value for the -------------------------- Purchased Securities in the good faith exercise of its reasonable business judgment from time to time and at such time as it may elect in its sole discretion; provided, however, that Buyer shall assign a Market Value of -------- ------- zero with respect to (i) any Mortgage Loan that has been delinquent for at least sixty (60) days, (ii) any Mortgage Loan with respect to which there is a breach of a representation, warranty or covenant made by Seller in this Agreement or the Custody Agreement that materially adversely affects Buyer's interest in such Mortgage Loan and which breach has not been cured prior to the date on which Market Value is being determined, (iii) any Mortgage Loan that Buyer determines in its sole discretion has not been originated in accordance with the Acquisition Agreement and (iv) any Mortgage Loan with respect to which the initial payment of Mortgage Loan Income is in default or delinquent.
