Total Valuation definition

Total Valuation means, on any date of determination, the result of (a) the aggregate Fair Market Value of the Equity Partnership Investments of the Portfolio Companies, calculated in accordance with the Valuation Policies in effect on the Closing Date, minus (b) all Indebtedness and other liabilities reflected on the balance sheet of Borrower as of such date. The Total Valuation is (x) as of the Closing Date, as set forth on Schedule 2 and (y) thereafter, as set forth in the most recent Valuation Report.

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Total Valuation means, on any date of determination, the result of (a) the aggregate Fair Market Value of the Equity Partnership Investments of the Portfolio Companies, calculated in accordance with the Valuation Policies in effect on the Closing Date, minus (b) all Indebtedness and other liabilities reflected on the balance sheet of Borrower as of such date. The Total Valuation is (x) as of the Closing Date, as set forth on Schedule 2 and

Total Valuation means, on any date of determination, the result of (a) the aggregate Fair Market Value of the Equity Partnership Investments of the Portfolio Companies, calculated in accordance with the Valuation Policies in effect on the Closing Date, minus

Examples of Total Valuation in a sentence

• If the Valuation Report shows the total value of the Property to be less than the Purchase Price (the "Total Valuation"), then Buyer may notify Seller of such discrepancy prior to the expiration of the Due Diligence Period.

• If the sum of the values of the properties that comprise the Property (“Total Valuation”) is less than the Purchase Price, then at Closing the Purchase Price will be reduced by the amount that the Purchase Price exceeds the Total Valuation; provided that Buyer will have no right to a Purchase Price reduction in excess of ten percent (10%) of the original Purchase Price without Seller’s written agreement.

• If the sum of the values of the properties that comprise the Property (“Total Valuation”) is less than the Purchase Price, then at Closing the Purchase Price will be reduced by the amount that the Purchase Price exceeds the Total Valuation; provided that Buyer will have no right to a Purchase Price reduction in excess of three percent (3%) of the original Purchase Price without Seller’s written agreement.

• Based on the financial results of the audit of the Company, the parties shall negotiate in good faith to adjust the Consideration based on a Total Valuation Price reasonably determined by Buyer as reflected in the audit of the Company.

• If the sum of the values of the properties that comprise the Property (“Total Valuation”) is less than the Purchase Price, then Seller and Buyer will negotiate in good faith to adjust the Purchase Price to reflect the Total Valuation.

• If the Purchase Price exceeds the Total Valuation by more than 10% of the Purchase Price, and Seller does not agree to reduce the Purchase Price to the Total Valuation, then Buyer may, upon written notice to Seller at least two business days before the then-scheduled Closing Date, elect to (i) close the transaction as contemplated with a 10% reduction of the Purchase Price or (ii) terminate this Agreement.

• If Seller and Buyer are unable to agree on a Purchase Price after receiving the Total Valuation, then Buyer may, at any time, terminate this Agreement and receive a refund of the Deposit, even if such termination occurs after the expiration of the Due Diligence period.

• If the Purchase Price for a Premises exceeds the Total Valuation thereof by more than ten percent (10%), and if Seller does not agree to reduce the Purchase Price to the Total Valuation, then Buyer may, upon written notice to Seller at least two business days before the then-scheduled Closing Date of such Premises, elect to (i) close on the purchase of such Premises with a ten percent (10%) reduction of the Purchase Price thereof or (ii) terminate this Agreement with respect to such Premises.

• If the value of a Premises (“Total Valuation”) is less than the Purchase Price allocated to such Premises, then at the Closing thereof the Purchase Price for such Premises will be reduced by the amount that the Purchase Price exceeds the Total Valuation thereof; provided that Buyer will have no right to a Purchase Price reduction of such Premises in excess of ten percent (10%) of the original Purchase Price thereof without Seller’s written agreement.

• Association Leave taken under this Article shall not be used in such a way as to interfere with other employees' contracted school day duties.