Valuation Disputes Clause Samples
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Valuation Disputes. In the case of any Valuation Dispute, then either Landlord or Tenant (the “Initiating Party”) may initiate arbitration proceedings pursuant to this Section 33.1 and the Valuation Dispute shall be determined pursuant to this Section 33.1. Such arbitration proceedings, including the selection of a Qualified Arbitrator, shall be conducted pursuant to the rules, regulations and procedures from time to time in effect as promulgated by the AAA by a single Qualified Arbitrator in Chicago, Illinois, and otherwise in accordance with the Real Estate Valuation Arbitration Rules of the AAA, as then in effect, with hearings conducted as expeditiously as practicable and with no undue delay, and in no event later than forty-five (45) days after the date on which the Initiating Party gives such notice to the other party of its desire to initiate such arbitration proceedings. Prior written notice of application by either party for arbitration shall be given to the other at least twenty (20) days before submission of the application to the AAA’s office in Chicago, Illinois. The Qualified Arbitrator, forthwith upon his or her appointment, shall (i) hear the parties to this Lease and their respective witnesses, and each of the parties shall upon the conclusion of their presentation be required to submit a complete statement (the “Proposal”) setting forth in detail all of the relevant economic or other terms of the party’s proposed determination of the Valuation Dispute in question, (ii) examine such documents and take into account such materials as may, in his or her judgment, be reasonably necessary and (iii) select as the resolution of the Valuation Dispute either Landlord’s Proposal or Tenant’s Proposal, whichever the Qualified Arbitrator determines to be closest to the Qualified Appraiser’s determination of the valuation in question. The Qualified Arbitrator shall have no power to vary or modify the provisions of this Lease or to determine any matter other than the Valuation Dispute in question. The determination of the Qualified Arbitrator shall be final and binding on Landlord and Tenant, absent manifest error or fraud, and may be enforced in any court of competent jurisdiction. The cost of the arbitration proceedings shall be shared equally by Landlord and Tenant. Each of Landlord and Tenant shall pay the legal fees and expenses of their respective counsel and witnesses. The parties agree that: (a) the speedy resolution of any disputes or claims between them pursuant t...
Valuation Disputes. (a) If the Borrower in good faith and in writing (a “Dispute Notice”):
(1) disputes the Revalued Price of one or more Collateral Obligations following a Value Adjustment Event, as determined by the Calculation Agent as of any Business Day (each, a “Disputed Collateral Obligation”), and set forth in such Dispute Notice a higher valuation proposed by the Investment Manager in respect of such Disputed Collateral Obligation; or
(2) disputes the calculation of a Borrowing Base Deficiency or Price Buffer Deficiency, and set forth in such Dispute Notice the calculation proposed by the Investment Manager in respect thereof; in each case within two Business Days of the calculation of such amounts by the Calculation Agent, then for so long as such dispute (each a “Dispute”) is continuing (and provided that no Event of Default occurs or is then continuing), upon the request of the Borrower, the Calculation Agent and the Borrower will work together in good faith to resolve such Dispute; provided that (i) the Borrower may not dispute the Asset Current Price of any Collateral Obligation if such Asset Current Price is not at least 0.05% lower than the Assigned Price of such Collateral Obligation and (ii) on the date of any Dispute Notice, the cumulative aggregate Collateral Obligation Notional Amount of all Disputed Collateral Obligations revalued by the Investment Manager pursuant to clause (c)(3) below since the Closing Date may not exceed 20% of the aggregate Collateral Obligation Notional Amount of the Collateral Obligations on such date.
(b) Subject to clause (c), while such Dispute with respect to a Revalued Price is pending, such Revalued Price shall be the Revalued Price as determined by the Calculation Agent.
(c) The Administrative Agent or the Investment Manager, as applicable, may dispute the Revalued Price of any Disputed Collateral Obligation by any of the foregoing procedures:
(1) With respect to any Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide Firm Bids from at least two Approved Broker Dealers for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be recalculated to be the average of the Firm Bids.
(2) With respect to any Disputed Collateral Obligation that is not a Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide a Firm Bid from at least one Approved Broker Dealer for ...
Valuation Disputes. As provided in this Section 12.7, Members, other than Chardan, (the “Minority Members”) may dispute any determination by the Board of Managers of (a) the Value as determined by the Board of Managers under the definition of Value; (b) gross fair market value; or (c) a determination under Section 4.3(a), in each case, if the determination directly impacts Units held by them (any of the foregoing determinations, a “Manager Determination”). Promptly following any Manager Determination, the Company shall provide the Minority Members holding Units impacted by the Manager Determination (“Impacted Minority Members”) with written notice of that determination in reasonable detail, including its calculations thereof. If any of the Impacted Minority Members dispute the Manager Determination, they shall notify the Manager in writing of that dispute within thirty (30) days after delivery of the calculation of the Manager Determination and any reasonably requested supporting information, which notice shall describe the nature of their dispute and their calculation of the relevant fair market value or Value, as the case may be, applicable to the Manager Determination. During the thirty (30) day period of its review, the Impacted Minority Members will have reasonable access to any documents, schedules or other information used by the Company in making the Manager Determination. The Impacted Minority Members and the Board of Managers agree to negotiate in good faith to resolve any dispute regarding the Board of Managers determination. If the Impacted Minority Members and the Board of Managers are unable to resolve all disputes within thirty (30) days after the Impacted Minority Members’ delivery to the Board of Managers of written notice of that dispute, then the dispute will be submitted for final and binding resolution to an independent third party accounting firm or appraiser (the “Arbitrator”) selected by a person designated by the Impacted Minority Member who own a majority of the Membership Units held by all Impacted Minority Members (the “ Impacted Minority Interest Representative”) and the Board of Managers in good faith. If the parties cannot agree on an Arbitrator, the parties shall each choose a proposed Arbitrator and such two proposed Arbitrators shall choose a third Arbitrator who shall act as sole Arbitrator. The Arbitrator will resolve the matter in accordance with the terms and provisions of this Agreement. The Arbitrator will deliver to the Impacted Minori...
Valuation Disputes. In the event a client of e-AMC disputes the value, e-AMC will request that the client submit additional detail or information, additional comparables or other information it deems relevant for us to submit to the appraiser for review. The appraiser is under no obligation to change the value based on the new information, and the appraiser’s refusal to revise the value will not in any manner affect the performance review performed by e- AMC as to the appraiser’s quality of work or performance of services.
Valuation Disputes. 63 ARTICLE XIII.....................................................................................................64
Valuation Disputes. In the event that the Sellers have not received a Purchaser's Termination Notice prior to the expiration of the Due Diligence Period, but the Sellers have received notice from the Purchaser of any conditions under any of subparagraphs (a)-(e) without regard to the materiality standard set forth in subparagraphs (b), (c) or (d) above and for which the Purchaser is seeking a dollar for dollar reduction of the Purchase Price of up to $200,000 as provided in Section 4.2.3, and there is a dispute among the Purchaser and the Sellers as to the Purchaser's valuation of the conditions giving rise to the Purchaser's requested reduction of the Purchase Price, the Purchaser and the Sellers agree, at the Purchaser's and Sellers' equally shared cost, to retain an independent professional selected by the President of the Philadelphia chapter of the American Arbitration Association to review the disputed Purchaser's valuation, and such professional's determination as to the valuation of such conditions shall be conclusive and binding on the Purchaser and the Sellers as to the amount of the dollar for dollar reduction of the Purchase Price due to such conditions. Sellers' Cure Rights. Purchaser's Termination Notice shall state with sufficient particularity the conditions precedent to the Purchaser's obligation to purchase the Properties which have not been satisfied and the Sellers shall have the option, exercisable by giving written notice of such exercise to the Purchaser within seven (7) days of the Sellers' receipt of the Purchaser's Termination Notice, to elect to use reasonable efforts (the cost of which shall not exceed $25,000 in the aggregate and would be in excess of the $250,000 aggregate sum described in Section 4.2.
Valuation Disputes. Notwithstanding the foregoing and except as specifically provided to the contrary herein, disputes as to valuation shall be resolved by the mutual agreement of the Partner or Partners disputing the given valuation on the one hand and the Investment Committee on the other hand. In the absence of such agreement as to valuation, Partners to which such valuation is relevant are prohibited from engaging in any transaction to which such valuation was so relevant.
Valuation Disputes. If at any time the Manager shall, in connection with a determination of fair market value made by the Board of Directors, believe in good faith that (a) such determination differs by more than five percent (5%) from the fair market value that would result if computed pursuant to clauses (1) or (2) of Section 6.2.6 above, and (b) the dispute cannot be resolved between the Unaffiliated Directors and the Manager within ten (10) business days after the Manager’s receipt of such written determination and provides written notice to the Company of that belief (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Unaffiliated Directors and the Manager within not more than twenty (20) days after the Valuation Notice. In the event the Unaffiliated Directors and the Manager cannot agree with respect to such selection within the aforesaid twenty (20) day time-frame, the Unaffiliated Directors shall select one such independent appraiser and the Manager shall each select one independent appraiser within five (5) business days after the expiration of the twenty (20) day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five (5) business days after their selection. Any valuation decision made by the appraisers shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Company within not more than fifteen (15) days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the appraisers.
Valuation Disputes. (a) Member's Challenge. Each ML Member or UBS Member (a "Contesting Member") may challenge the valuation of such securities set forth in the Carry Member Valuation, by giving written notice to the Carry Member (with copies to the Company and the other ML Members and UBS Members) (a "Challenge Notice") setting forth the nature of the challenge not later than the 15th Business Day after the Carry Member Valuation is received. If no Challenge Notice is given on or prior to such 15th Business Day, then the valuation set forth in the Carry Member Valuation will be the value of such securities for purposes of such distribution.
Valuation Disputes. 3.1 If SE objects pursuant to Clause 2.1.4 to the Owner’s estimate of any Net Increase in Value and the matter is referred at the instance of either party for determination by an Independent Valuer then the remaining provisions of this Clause 3 shall apply.
3.2 The Independent Valuer shall act as an expert and shall be asked to determine the amount of the Net Increase in Value of the Property (or any part or parts thereof), and/or what shall constitute a fair and equitable apportionment of any Increase in Value or any Reasonable Costs in respect of a Disposal of less than the whole of the Property, having regard to the provisions of this Agreement. If so requested by either party, the Independent Valuer shall hold a hearing at which the parties shall be entitled to put forward their valuations, views on costs, fair and equitable apportionments and any supporting evidence and other relevant information.
3.3 If the Independent Valuer has not issued his determination within 20 Working Days of his appointment, then either party may request the Chairman of the Scottish Branch of the RICS to nominate a replacement valuer to act as the Independent Valuer, and the remaining provisions of this Clause 3 shall apply to such new appointment.
3.4 The costs of the Independent Valuer (and of the said Chairman) shall be borne in such proportions as the Independent Valuer directs and failing any such direction shall be shared equally.
3.5 The decision of the Independent Valuer shall be final and binding on the parties save where manifest error can be shown.