Valuation Process. The Partnership’s Risk Management Department (the “Risk Department”) is responsible for the valuation of the Partnership’s commodity derivative contracts and embedded derivatives in commodity contracts, except for the Natural Gas Embedded Derivative. The Risk Department reports to the Chief Financial Officer and is responsible for the oversight of the Partnership’s commodity risk management program. The members of the Risk Department have the requisite experience, knowledge and day-to-day involvement in the energy commodity markets to ensure appropriate valuations and understand the changes in the valuations from period to period. The valuations of the Level 3 commodity derivative contracts are performed by a third-party pricing service and reviewed and validated on a quarterly basis by the Risk Department by comparing the pricing and option volatilities to actual market data and/or data provided by at least one other independent third-party pricing service. Management is responsible for the valuation of the Natural Gas Embedded Derivative discussed in Note 15. Included in the valuation of the Natural Gas Embedded Derivative are assumptions about the forward price curves for NGLs and natural gas for periods in which price curves and not available from third-party pricing services due to insufficient market data. The Risk Department must develop forward price curves for NGLs and natural gas through the initial contract term (January 2016 through December 2022) for management’s use in determining the fair value of the Natural Gas Embedded Derivative. In developing the pricing curves for these periods, the Risk Department maximizes its use of the latest known market data and trends as well as its understanding of the historical relationships between forward NGL and natural gas prices and the forward market data that is available for the required period, such as crude oil pricing and natural gas pricing from other markets. However, there is very limited actual market data available to validate the Risk Department’s estimated price curves. Management also assesses the probability of the producer customer’s renewal of the contracts, which includes consideration of: • The estimated favorability of the contracts to the producer customer as compared to other options that would be available to them at the time and in the relative geographic area of their producing assets • Extrapolated pricing curves, using a weighted average probability method that is based on hist...
Valuation Process. In the event that the MMC or Members cannot agree on the Agreed Value of any non-cash asset where agreement is required, the Agreed Value shall be determined according to the valuation process (“Valuation Process”) as described in this Section 14.4. XTO Energy and Morningstar shall each timely designate an appraiser to determine the price at which a willing seller would sell and a willing buyer would buy the asset, free and clear of all liens or other liabilities, substantially as an entirety (and as applicable, as part of a going concern) in a single arm’s-length transaction for cash, without time constraints and without being under any compulsion to buy or sell. If the two appraisers’ value determinations vary by less than ten percent (10%) of the higher determination, the Agreed Value shall be the average of the two determinations. If such determinations vary by ten percent (10%) or more of the higher determination, the two appraisers shall promptly designate a third appraiser. The Agreed Value shall be equal to the middle of the three determinations. Each appraiser selected pursuant to this Agreement shall be an independent investment banking firm or other independent qualified Person with prior experience in appraising the relevant assets and that is not an Affiliate of, employed by or otherwise related to any Member or owner of any Member.
Valuation Process. If as of any Potential Adjustment Date the Outstanding Principal is less than or equal to the Applicable Threshold, then within 30-day period after such Potential Adjustment Date, the Company may, by giving a written notice to the Investor, invoke the valuation process of the Mortgaged Properties (the “Valuation Process Notice”). Within ten (10) Business Days after the Investor receives the notice from the Company invoking the valuation process, each of the Investor and the Company shall respectively appoint a valuation firm to assess the value of the Mortgaged Properties. These two appointed valuation firms shall conduct the valuation and produce a valuation report within thirty (30) Business Days after the Investor receives the Valuation Process Notice. The Company and the Investor shall each deliver to the other party its own valuation report. The final valuation of the Mortgaged Properties shall be the mid-point of the two valuations set forth in these reports (the “Final Valuation”). If either the Company or the Investor fails to appoint a valuation firm that accepts its appointment in the relevant ten (10) Business Days’ period, the appointed valuation firm fails to produce a valuation report within the relevant thirty (30) Business Days’ period or such report fails to set forth a valuation of the Mortgaged Properties, the valuation set forth in the valuation report produced by the valuation firm appointed by the other party shall be the Final Valuation.
Valuation Process. In connection with the repurchase of Management Capital Units or Management Carry Units hereunder, the Company and the terminated Executive shall in good faith seek to reach agreement as to the fair market value of the Company (the "Fair Market Value") and any such agreed upon value shall be the Fair Market Value of the Company for purposes of this Section 4.09. If the terminated Executive and the Company are unable to reach agreement within a fifteen (15) day period, the Fair Market Value of the Company shall be determined by an appraisal process and the Company and the terminated Executive shall, within three (3) business days after the expiration of such 15-day period, each select an independent, non-affiliated investment banking or brokerage firm of recognized national standing and having not less than five (5) years of experience in business appraisals and valuations in the television broadcasting industry (each an "Independent Appraiser"). Within twenty (20) days after selection, each Independent Appraiser shall prepare and deliver to the Company and the terminated Executive an appraisal of the Fair Market Value of the Company in accordance with the terms set forth below and, in the absence of manifest error or fraud and so long as the lower appraisal is no less than 90% of the higher appraisal, the two appraisals shall be averaged and the result of such appraisal shall be the Fair Market Value of the Company. If the lower appraisal is less than 90% of the higher appraisal, the Independent Appraisers shall, within three (3) business days thereafter choose a third Independent Appraiser who shall deliver its own appraisal of the Fair Market Value of the Company, within twenty (20) days thereafter. The two appraisals that are closest in value shall then be averaged and the result shall, in the absence of manifest error or fraud, be the Fair Market Value of the Company (unless the third appraisal is equal to the average of the first two appraisals, in which case it shall be the Fair Market Value of the Company). All appraisals hereunder will appraise the Fair Market Value of the Company (i) as a going concern and without regard to the lack of marketability or illiquidity of the Company's securities or other considerations relating to the nonpublic status of the Company's securities, (ii) on the basis of what a willing buyer, with recourse to any necessary financing, would pay to a willing seller who is under no compunction to sell, (iii) assuming a form ...
Valuation Process. Each Company will conduct the valuation of its assets, pursuant to which its net asset value shall be determined, at all times consistent with generally accepted accounting principles (“GAAP”) and the 1940 Act. The Board of each Company, with the assistance of each respective audit committee (the “Audit Committee”), will determine the fair value of each Company’s assets, on at least a quarterly basis, in accordance with the terms of ASC 820, including in connection with the determination of each Company’s net asset value. Each Company’s administrator (the “Administrator”) will assist each Company in the determination of net asset value as necessary. From time to time during a quarter it may be necessary in connection with the issuance and sale of each Company’s common stock to determine that the Companies are not selling their common stock at a price below the current net asset value of such common stock, as required by Section 63 of the 1900 Xxx. For such purpose the Board of each Company has established by resolution a valuation committee comprised of members of senior management of each Company (each a “Committee”) that will review the composition of each Company’s portfolio at such time. Each Committee may meet in person or telephonically as determined by its members. Each Committee shall, to the extent it deems necessary, apply the valuation methodologies set forth herein in order to determine that any sale of common stock is not at a price below the then current net asset value. If the respective Committee determines, with the assistance of the applicable Administrator and Adviser, that as a result of changes in the value of the respective Company’s portfolio since the net asset value most recently determined that the net asset value has increased, then the committee shall promptly notify the respective Company’s Chief Financial Officer and Board in order to determine the current net asset value to assure compliance with Section 63 of the 1940 Act. All determinations made by such Committee, including the factors considered and the methodology employed, will be fully documented and retained as part of the respective Company’s records. In addition, all determinations of such Committee shall be presented to the respective Board for review at its next meeting. The valuation procedures are set forth in more detail below.
Valuation Process. The process generally used to determine the applicable value will be as follows: (i) the value of each portfolio company or investment will be initially reviewed by the Adviser’s investment professionals responsible for such portfolio company or investment and, for non-traded investments (non-traded investments are illiquid securities/instruments), a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs will be used for such valuations; (ii) preliminary valuation conclusions will be documented and reviewed by the Committee; (iii) third-party valuation firms engaged by, or on behalf of, the Board of Directors will provide positive assurance on portions of the portfolio each quarter (such that each non-traded investment will be reviewed by a third-party valuation firm at least once annually), including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee will review the assessments of the Adviser and, where appropriate, the respective third-party valuation firms and provide the Board of Directors with recommendations with respect to change in the fair value of each investment in the portfolio; and (v) the Board of Directors will discuss the valuation recommendations of the Audit Committee and determine the fair value of each investment in the portfolio in good faith based on the input of the Adviser and, where applicable, the respective third-party valuation firms.
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Valuation Process. The Leased Premises shall be valued by a qualified licensed appraiser hired by XXXXXX. The Land Board may adopt a valuation process that does not require each lot to be individually valued or appraised each year; methods which annually value representative lots or annually apply an indexing value may be adopted.
Valuation Process. Within [*****] of receipt of the Election, the Acquired Party and the Continuing Party shall each retain an internationally recognized investment banking firm to determine the value of the Agreement Interests (the "Prices"). If either Party fails to deliver notice to the other Party of its selection of an investment banking firm within such period, the Price determinations shall be rendered by the single investment banking firm so selected. If the EXHIBIT 10.24 Continuing Party has elected to cause the valuation to be made, it shall pay all fees and expenses of the investment bank(s). The investment banking firms selected in accordance with the foregoing procedure shall each determine the values of the Agreement Interests and submit their determinations of such values to the Parties within seven days following their selection. The values of Alexion's Agreement Interest and P&GP's Agreement Interest will be determined as set forth in Clause 9 below. The Price of each Party's Agreement Interest shall be the sum of the relevant values determined by each firm therefor, divided by two; provided, however, that if there is more than a [*****] percent ([*****]%) difference between the two such values for either or both such Agreement Interests, then within [*****] of when they have determined such values, the first two firms shall select a third internationally recognized investment banking firm to determine the Price of the Agreement Interest(s) that diverged more than [*****] (which shall be determined by such firm [*****] of selection, and in no event be outside the range determined by the first two investment banking firms).
Valuation Process. The fair market value of the Land and improvements will be determined by an appraiser retained by and at the expense of the District, who has designation from the Appraisal Institute of Canada AACI, the Real Estate Institute of British Columbia RIBC or a similar organization, which appraisal will be completed within 30 days of the date the District exercises the Option. The fair market value will be determined as of the date of the applicable event under section 2.3 and will be based on the following:
