Valuation Procedure. The Collateral Manager shall provide written notice to the Administrative Agent following any material change to its internal policies and procedures regarding (i) periodic valuations required by, and in accordance with, the 1940 Act or (ii) review by its auditors of such valuation.
Valuation Procedure. For a period of 60 days following the Valuation Notice, the Option Members and the Selling Member (or, if applicable, the representatives, successors or assigns of the Selling Member) shall negotiate in good faith to determine the fair market value of all of the Company’s assets, taken as a whole, exclusive of any goodwill or other intangible asset that does not have a book value for accounting purposes (the “Assets”). If the parties are unable to agree on the fair market value of the Assets within the prescribed 60-day period, the parties shall, within 15 days following the end of such 60-day period, unanimously select an appraiser or appraisers to determine the fair market value of the Assets. If the parties are unable to agree on an appraiser or appraisers within the foregoing 15day period, then at the election of any party, the selection of an appraiser or appraisers shall be made as follows: (a) each party shall select an appraiser, and (b) the appraisers selected by the parties shall in turn appoint another appraiser to perform the appraisal. Following his or their selection, the appraiser(s) shall determine as soon as practicable the fair market value of the Assets assuming, for purposes of determining such value, that the Assets are liquidated in an orderly manner over a period of six months. The parties’ agreement as to value, or if applicable, the appraiser’s (appraisers’) determination of value shall be binding on all parties for purposes of this Agreement. The date of the parties’ agreement on the value of the Assets, or, if applicable, the date of the final appraisal report(s), is referred to hereinafter as the “Valuation Date.” All appraisal costs shall be borne by the Selling Member.
Valuation Procedure. The following is the "Valuation Procedure" to be utilized in determining the purchase price of an Interest (but only if there is a specific reference to using the Valuation Procedure). The purchase price for such Interest is the amount agreed to between the seller and the purchaser. If the seller and the purchaser are unable to agree on the purchase price within 30 days after the event giving rise to the purchase occurs, the purchase price is the appraised value of the Interest, which appraised value is to be determined pursuant to the following appraisal procedure. For purposes of determining the appraised value of the Interest being acquired, the seller and the purchaser are to appoint by mutual agreement an appraiser that is experienced in the appraisal on a going concern basis and a liquidation basis of properties similar to the Interest and similar to the properties (including stock in Subsidiaries, if any) owned by the Company and its Subsidiaries (computed on an aggregate basis). If the seller and the purchaser cannot agree on an appraiser within 15 days after the end of the 30 day period referenced above, then the seller and the purchaser are to each appoint an appraiser meeting the criteria set forth above. Each appraiser so chosen, within 45 days following its appointment, is to independently determine and submit to the seller and the purchaser, in writing with reasons in support thereof, an appraisal of the Interest as set forth herein (without any discounts being applied thereto, including minority discounts, and taking into account all Debts of the Company). If one appraisal is required, then the net fair market value is to be based on that appraisal. If two appraisals are required and if the higher appraisal does not exceed the lower appraisal by more than ten percent, then the net fair market value of the Interest is to be based on the average of the two appraisals. If the higher appraisal does exceed the lower appraisal by more than ten percent, then such appraisers (the "First Appraisers") are to appoint another appraiser of the same qualifications (the "Second Appraiser"); provided, however, that if the First Appraisers fail to agree on the appointment of the Second Appraiser within 60 days following their appointment, the Second Appraiser is to be appointed by the presiding judge of the St. Louis County Circuit Court. The net fair market value of the Interest is to then be based on the average of the appraisal made by the Second Appraise...
Valuation Procedure. 2.1 Each Party shall, within ninety (90) days of the date of the Commencement Notice, advise the other Party in writing of such Party’s opinion as to the value to be assigned to each Asset (each, a “Proposed Value”). The Proposed Value shall be the value of the Asset determined at its Highest and Best Private Use, which shall mean that reasonably probable and legal private use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. Uses that are not considered “highest and best uses” are: interim use, special use, non-conforming use, speculative use and excess land. The term “private” is used to denote typical private sector uses, such as residential, commercial, industrial, etc. versus public sector special uses such as parks, schools, open space, fire stations, libraries, etc.
Valuation Procedure. 2 . 1 E a c h P a rty sh a ll, w ith in n in e ty (9 0 ) d a ys o f th e d a te o f th e Commencement Notice, advise the other Party in writing of such Party’s opinion as to the value to be assigned to each Asset (each, a “Proposed Value”). The Proposed Value shall be the value of the Asset determined at its Highest and Best Private Use, which shall mean that reasonably probable and legal private use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. Uses that are not considered “highest and best uses” are: interim use, special use, non-conforming use, speculative use and excess land. The term “private” is used to denote typical private sector uses, such as residential, commercial, industrial, etc. versus public sector special uses such as parks, schools, open space, fire stations, libraries, etc.
Valuation Procedure. 42 Section 10.6 Noncompetition and Nonsolicitation following Transfers of Interests ....................................................... 44 -iii- 5 ARTICLE XI EVENTS OF DISSOLUTION
Valuation Procedure. Whenever used in this Agreement, "Fair Market Value" means, with respect to the valuation of any property, the value of such property at the time in question as determined in good faith by the interested parties; provided, however, that if such parties fail to agree in writing upon the value of such property before the earlier of (i) twenty
Valuation Procedure. At the time of the event giving rise to the need to determine the Fair Market Value of the Company (i.e., upon notice of exercise of the Call Option or the Change of Control Put), the following procedure shall be used to determine the Fair Market Value of the Company:
Valuation Procedure. To the extent other property or rights are received as consideration for a Transfer of GBS, the fair market value of such property or rights on the date of such Transfer will be determined as follows:
Valuation Procedure. 47 Section 6.9 Fair Market Value Determination...........................................................48 Article 7 Distributions............................................................................................49
