Valuation Statement Clause Samples
A Valuation Statement clause defines the requirement for a formal document that details the assessed value of certain assets, works, or services under a contract. Typically, this clause outlines who is responsible for preparing the statement, the timing and frequency of its submission, and the basis or methodology for the valuation. For example, in construction contracts, the contractor may be required to submit periodic valuation statements reflecting the value of work completed to date. The core practical function of this clause is to provide a clear and agreed-upon basis for payment calculations, reducing disputes over amounts due and ensuring transparency in financial transactions.
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Valuation Statement. (a) Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser the Valuation Statement showing Seller’s good faith determination of the Estimated Purchase Price, together with supporting documentation and calculations for the Accountholder Indebtedness on the Accounts used to calculate the Estimated Purchase Price. Purchaser shall have the right to review the Valuation Statement, together with any supporting documents reasonably requested by Purchaser to verify the accuracy and completeness of the valuations set forth therein, and the Valuation Statement shall be revised by Seller to reflect any corrections mutually agreed to by Purchaser and Seller acting in good faith.
Valuation Statement. Within sixty (60) days following the Closing Date, Purchaser shall deliver to Parent the Valuation Statement setting forth Purchaser’s good faith determination of the Final Purchase Price, along with supporting documentation and calculations for the Accountholder Indebtedness on the Accounts, determined in accordance with Section 3.6. Parent shall have the right to review the Valuation Statement, together with any supporting documents reasonably requested by it to verify the accuracy and completeness of the valuations set forth therein, and the Valuation Statement shall be revised by Purchaser to reflect any corrections mutually agreed to by Purchaser and Parent or finally determined pursuant to Section 3.8.
Valuation Statement. Unless the Borrower is delivering daily Valuation Statements at such time pursuant to Section 7.3.5 [Valuation Statements], prior to any Revolving Credit Loan Request (excluding, however, the renewal or conversion of the Interest Rate Option applicable to any existing Revolving Credit Loans), Swing Loan Request or request for a Letter of Credit (excluding, however, the renewal of any outstanding Letter of Credit), the Borrower must deliver to the Administrative Agent a Valuation Statement calculated as of the most recent Business Day prior to the date of such request.
Valuation Statement. (a) By Closing, ▇▇▇▇▇ ▇▇▇▇▇▇ shall have determined the BH Capital Expenditure Reimbursement Amount in good faith and after consultation with Partner. By Closing, ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver to Partner a statement (the “Canadian Valuation Statement”) setting forth the aggregate fair market value of the ▇▇▇▇▇ ▇▇▇▇▇▇ Canadian Transferred Assets. As soon as practicable after the Closing, (i) ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver a statement (the “BH Valuation Statement”) to Partner setting forth the fair market value and adjusted tax basis (as of immediately after the Closing) of each of the ▇▇▇▇▇ ▇▇▇▇▇▇ Transferred Assets and the allocation of the Tax Consideration among the ▇▇▇▇▇ ▇▇▇▇▇▇ Canadian Transferred Assets and (ii) Partner shall deliver a statement (the “Partner Valuation Statement” and together with the Canadian Valuation Statement and the BH Valuation Statement, the “Valuation Statements”) to ▇▇▇▇▇ ▇▇▇▇▇▇ setting forth the fair market value and adjusted tax basis (as of immediately after the Closing) of each of the Partner Contributed Assets, in each case, in a manner that is consistent with the transactions contemplated hereby, and with the principles of Sections 704(c), 707, 755 and 1060 of the Code to the extent necessary (and in sufficient detail) to comply with such Code provisions and the Treasury Regulations promulgated thereunder. If within twenty (20) days after the delivery of a Valuation Statement, the non-delivering party notifies the delivering party in writing that it objects to such Valuation Statement, Partner and ▇▇▇▇▇ ▇▇▇▇▇▇ shall use commercially reasonable efforts to resolve such dispute within 20 days of such notice from the non-delivering party. In the event that Partner and ▇▇▇▇▇ ▇▇▇▇▇▇ are unable to resolve such dispute within twenty (20) days, Partner and ▇▇▇▇▇ ▇▇▇▇▇▇ shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the relevant Valuation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Partner and ▇▇▇▇▇ ▇▇▇▇▇▇.
(b) ▇▇▇▇▇ ▇▇▇▇▇▇, Partner, Investor JV and the Company each agree to be bound by the Valuation Statements and act in accordance with the Valuation Statements in the preparation, filing and audit of any Tax Return (including, if applicable, filing Form 8594 with its U.S. federal income Tax Return for the taxable year that includes the ...
Valuation Statement. Within sixty (60) days following the Closing Date, Capital One (with reasonable cooperation from Synovus) shall deliver to Parent and Synovus the Valuation Statement setting forth Capital One’s good faith determination of the Final Capital One Purchase Price and Final Synovus Purchase Price, along with supporting documentation and calculations for the Accountholder Indebtedness on the Accounts, determined in accordance with Section 3.6, and including the determination by Capital One of the Deposit ▇▇▇▇ Amount as of the Cut-Off Time. Parent and Synovus shall have the right to review the Valuation Statement, together with any supporting documents reasonably requested by each of them to verify the accuracy and completeness of the valuations set forth therein, and the Valuation Statement shall be revised by Capital One to reflect any corrections mutually agreed to by Capital One, Synovus and Parent or finally determined pursuant to Section 3.8. Notwithstanding anything in this Section 3.5 to the contrary, Synovus’s participation in the preparation of the Valuation Statement under this Section 3.5 shall be limited to items involving the Deposit Liabilities, other Synovus Retained Liabilities, Synovus Retained Assets or the Deposit ▇▇▇▇ Amount.
Valuation Statement. [Redacted].
Valuation Statement. The Valuation Statement provided by the Custodian is unsatisfactory to the Collateral Agent in its sole discretion, including, but not limited to, data which is not updated in a reasonable time frame, data which is inaccurate or data which is misleading and is not corrected within three (3) Business Days after delivery of written notice to the Issuer from the Paying Agent or the Collateral Agent;
Valuation Statement. Upon the written request of the Lender, each Grantor will provide to the Lender a valuation statement setting forth the Market Value of each item of Collateral pledged by such Grantor as of the applicable Determination Date.