Value of Exchanged Assets Sample Clauses

Value of Exchanged Assets. As permitted by Section 1031 of the Code and regulations promulgated thereunder, (i) the GCI Tangible Personal Property shall be exchanged for the Cox Tangible Personal Property, (ii) the GCI Real Property shall be exchanged for the Cox Real Property and (iii) the GCI Contracts, Licenses and Intangible Assets shall be exchanged for the Cox Contracts, Licenses and Intangible Assets. The parties shall use their best efforts to determine by an independent, qualified appraisal the value of the GCI Assets and the Cox Assets (including appropriate valuations of the categories of assets included in the preceding sentence) not later than 90 days after the Closing Date. GCI and Cox shall not take any position inconsistent with such valuations, will file all returns and reports with respect to the transaction contemplated by this Agreement, including all federal, state and local returns on a basis consistent with such valuations, and each promptly shall give to the other notice of any disallowance of or challenge to such reporting by any taxing authority.
Sample 1
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Value of Exchanged Assets. Cox and AFM agree that the fair market value of each asset included in the Cox Assets and the AFM Assets will be determined on the basis of appraisals (the "Appraisals"), prepared by the firm of Bond & Xxxxxx, whose fee and expenses shall be equally borne by Cox and AFM. The parties shall direct Bond & Xxxxxx to deliver Appraisals within 90 days from the Closing Date and to set forth in the Appraisals the fair market value of each asset included in the Cox Assets and the AFM Assets. Cox and AFM shall each prepare IRS Form 8594 and 8824 based on the Appraisals and such other information as required by such forms, taking into account that each party intends to transfer the Cox Assets and the AFM Assets, as the case may be, in a transaction that qualifies to the maximum extent permissible as a like-kind exchange under Section 1031 of the Code (a "Section 1031 Exchange"). The parties agree the fair market value of the Cox Assets shall be as set forth on Schedule 1.6A and the fair market value of the AFM Assets shall be as set forth on Schedule 1.6B. AFM and Cox shall not take any position inconsistent with such Appraisals, will file all returns and reports with respect to the transaction contemplated by this Agreement, including all federal, state and local returns on a basis consistent with such Appraisals, and each promptly shall give to the other notice of any disallowance of or challenge to such reporting by any taxing authority. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 1.6 shall survive the Closing without limitation.
Sample 1
Value of Exchanged Assets. As permitted by Section 1031 of the ------------------------- Code and regulations promulgated thereunder, (i) the TCI Tangible Personal Property shall be exchanged for the Cox Tangible Personal Property, (ii) the TCI Real Property shall be exchanged for the Cox Real Property and (iii) the TCI Governmental Permits, Contracts and other Intangibles shall be exchanged for the Cox Governmental Permits, Contracts and other Intangibles. The parties shall use their commercially reasonable efforts to determine and finalize the value of the TCI Assets and the Cox Assets (including separate valuations of the categories of assets included in the preceding sentence) not later than 90 days after the Closing Date. Once such valuations are mutually agreed to, TCI and Cox shall not take any position inconsistent with such valuation, will file all returns and reports with respect to the transaction contemplated by this Agreement, including all federal, state and local returns on a basis consistent with such valuations and each promptly shall give to the other notice of any disallowance of or challenge to such reporting by any taxing Governmental Authority.
Sample 1
Value of Exchanged Assets. As described in more detail on Exhibit C and as permitted by Section 1031 of the Code and regulations promulgated thereunder, (i) the Insight Tangible Personal Property shall be exchanged for the Cox Tangible Personal Property, (ii) the Insight Real Property shall be exchanged for the Cox Real Property and (iii) the Insight Governmental Permits, Contracts and other Intangibles shall be exchanged for the Cox Governmental Permits, Contracts and other Intangibles. As soon as practicable after the execution of this Agreement, Insight and Cox agree to engage Bond & Xxxxxx to provide an independent appraisal of the Cox Assets and the Insight Assets. The parties shall cause Bond & Xxxxxx to consult with both Insight and Cox during the preparation of the appraisals, and to deliver drafts and the final appraisals to Insight and Cox simultaneously. The parties shall each bear one-half of the expense of such independent appraisals. Insight and Cox shall not take any position inconsistent with such valuations, shall file with the appropriate Governmental Authority all tax returns, reports or similar filings with respect to the transaction contemplated by this Agreement, including all federal, state and local tax returns on a basis consistent with such valuations, and each promptly shall give to the other notice of any disallowance of or challenge to such reporting by any taxing Governmental Authority.
Sample 1
Value of Exchanged Assets. As set forth on Schedule 3.2 which shall be agreed upon and delivered at the
Sample 1

Related to Value of Exchanged Assets

  • Fair Market Value of Common Stock The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

  • Rate of Exchange The term "rate of exchange" in this Section 12 means the rate at which the Administrative Agent in accordance with its normal practices is able on the relevant date to purchase Dollars with the judgment currency and includes any premium and costs of exchange payable in connection with such purchase.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Adjustment of Exchange Rate The Exchange Rate shall be adjusted from time to time by the Company as follows:

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Mechanics of Exchange (a) At the Closing, each Shareholder shall surrender the certificate or certificates that immediately prior to the Closing represented the Shares it has sold (the “Certificates”) to the exchange agent designated by the Purchaser in exchange for the Common Stock.

  • Adjustment of Exchange Price (A) The Exchange Price is subject to adjustment upon certain events, including, (i) subdivisions, combinations and reclassification of the Series A Preferred Stock, and (ii) distributions to all holders of Series A Preferred Stock of evidences of indebtedness of the General Partner or assets (including securities, but excluding dividends and distributions paid in cash out of equity applicable to Series A Preferred Stock).

  • Market The Company has not taken and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of the Common Stock of the Company to facilitate the sale or resale of the Purchased Securities.

  • Xxxx to Market BTC shall on each Business Day xxxx to market in U.S. dollars the value of all Collateral (other than Cash Collateral) and Securities loaned hereunder and accordingly receive and release Collateral in accordance with the applicable Securities Lending Agreement.

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

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