Terminal Value Clause Samples
The Terminal Value clause defines how the value of an asset, business, or investment is determined at the end of a specified period or upon the occurrence of a particular event, such as the termination of an agreement. Typically, this clause outlines the calculation method, which may involve a formula based on projected cash flows, a fixed multiple, or an independent appraisal. Its core practical function is to provide a clear and agreed-upon method for valuing interests at the conclusion of a relationship, thereby reducing disputes and ensuring fairness in financial settlements.
Terminal Value. For the calendar month or any portion thereof that includes the Measurement Date, the Terminal Value, which shall be deemed a Cash Inflow as of the first day of the month in which the Measurement Date occurs. Subject to Section 2.2.(b), the “Terminal Value” shall be the value of the MGIC/Radian Purchased Class A Units and any Specified Interests (whether held by Purchaser or by a Purchaser Recipient) at the Measurement Date, determined as follows:
(1) If the Measurement Date coincides with the closing date for a Sale of S▇▇▇▇▇▇, the value of MGIC/Radian Purchased Class A Units and any Specified Interests shall be determined by the consideration paid in the Sale of S▇▇▇▇▇▇ (including all cash consideration and the value of all non-cash consideration and contingent consideration, if any) and, if applicable, by the value of the remaining assets of S▇▇▇▇▇▇ and/or the value of arrangements made with direct or indirect holders of interests in S▇▇▇▇▇▇, as provided in Section 2.2.(a)(ii)(F)(iv). If a Sale of S▇▇▇▇▇▇ involves interests in S▇▇▇▇▇▇ and less than all of the interests in S▇▇▇▇▇▇ are transferred in such sale, the Cash Inflow shall be determined as if all the interests in S▇▇▇▇▇▇ were transferred in such sale, with the consideration in such sale being proportionally increased. If a Sale of S▇▇▇▇▇▇ involves assets of S▇▇▇▇▇▇, then the Terminal Value shall be determined based on (x) the consideration paid in such sale, plus (y) the value of S▇▇▇▇▇▇’▇ remaining assets (net of liabilities). If the remaining assets include one or more businesses, the value of such remaining assets shall be determined by agreement of the parties or, in the absence of such agreement, an independent valuation pursuant to Section 2.2.(b)(ii) below (which valuation shall be based upon assumptions equivalent to those described in Section 2.2.(a)(ii)(C)(iii)(2) below).
(2) If the Measurement Date does not coincide with the closing date of a Sale of S▇▇▇▇▇▇, the value of the MGIC/Radian Purchased Class A Units and any Specified Interests as of the Measurement Date shall be the value determined by agreement of the parties pursuant to Section 2.2.(b)(i) or, in the absence of such agreement, an independent valuation pursuant to Section 2.2.(b)(ii) below, provided, however, that the MGIC/Radian Purchased Class A Units and any Specified Interests will be valued as if they could trade in a liquid trading market, assuming the interests in S▇▇▇▇▇▇ and any Specified Interests were freely tran...
Terminal Value. In the event of expiry of this Concession Agreement by efflux of time (the Concession having run its full course), the Concessionaire shall hand over/ transfer the peaceful possession of the Project, including all moveable property, to the Authority free of cost and free from all Encumbrances and encroachments. However, the Concessionaire’s Medical Equipment listed in Annexure O shall be transferred to the Authority at the Book Value of such medical equipment as on the date of the Transfer.
Terminal Value. In the event of expiry of License by efflux of time (the License having run its full course), the Licensee shall hand over/ transfer the vacant possession of the Project Facilities and Services, including all moveable property, to the Licensor free of cost.