Valuation Report Clause Samples

Valuation Report. At any time on or after the second anniversary of the Effective Date, VENDOR may inform SANOFI of VENDOR’s decision to engage, an independent third party professional of national reputation certified by the National Association of Certified Valuation Analysts (“NACVA”) or an independent third party professional mutually agreed to by both VENDOR and SANOFI, to prepare a valuation report of VENDOR (“Valuation Report”). Prior to engagement by VENDOR: (i) the identity of such independent third party shall be presented to SANOFI for its approval as to acceptability, such approval not to be unreasonably withheld, and (ii) the Parties will jointly agree on the scope and criteria for such Valuation Report. The cost of the preparation of the Valuation Report shall be borne 50% by VENDOR and 50% by SANOFI. To the extent that such Valuation Report concludes that (x) VENDOR’s assets are greater than VENDOR’s liabilities at fair value (or fair market value); (y) VENDOR has sufficient capital to operate its business; and (z) VENDOR has the ability to pay its debts as they mature, the following shall occur: (xx) all Affirmative Covenants (as defined in Section 2.C.) and Negative Covenants (as defined in Section 2.D.) shall terminate, (yy) all reporting obligations set forth in Section 3.C. shall terminate, and (zz) all future Subsidy Payments set forth in Section 3.A. and the associated Subsidy Payment credit mechanism set forth in Section 3.F. will be converted into a take or pay arrangement as further described in Section 3.E.

Valuation Report. 4 The Valuer shall prepare a Valuation Report which includes his or her assessment of Market Value as though:

Valuation Report. The Borrower shall deliver to Lender servicing valuations conducted by a Valuation Agent with respect to the value of Borrower’s servicing portfolio in accordance with Section 2.04 hereof.

Valuation Report. The parties hereto shall cooperate in causing a valuation of the Netintact intangible property by an independent third party in Sweden.

Valuation Report. At the expense of the Borrowers, a valuation report of each Vessel by independent brokers and valuers acceptable in all respects to the Agent confirming that the aggregate market value of the Vessels exceeds the asset coverage ratio in accordance with Clause 22.8 (Asset coverage).

Valuation Report. Each of Ashland and Marathon shall use its reasonable best efforts to cause Deloitte & Touche LLP to deliver to Ashland and Marathon, no later than July 15, 2004, a report, in form and substance reasonably satisfactory to each of Ashland and Marathon and consistent with the Engagement Letter dated as of November 24, 2003, among Ashland, Marathon and Deloitte & Touche LLP. Each of Ashland and Marathon shall, and shall cause each of its affiliates (including MAP) to, cooperate with Deloitte & Touche LLP in connection with the preparation of such report, which cooperation shall include the provision of any relevant books, records, documentation and other information and the making available of its employees and facilities as Deloitte & Touche LLP may reasonably request.

Valuation Report. Each Obligor shall at the reasonable request of the Lender, but in any event once per Financial Year, deliver to the Lender copies of the updated Valuation Reports relating to each Vessel, by a valuer acceptable to the Lender, addressed to the Lender, in a form and substance satisfactory to the Lender, at the costs of the Obligors.

Valuation Report. The Obligor shall have provided to the Agent a form of valuation report prepared by the Custodian providing the value of the Collateral in the Custodial Account, such form to be in form and substance reasonably satisfactory to the Agent.

Valuation Report. Prior to Token Issuance, Hearth shall obtain and provide to Service Provider a Valuation Report prepared by a qualified, independent valuation provider or platform partner, confirming the Project Value for purposes of Token Issuance.