Determined Value. The Holder may exercise the Right to Put by delivering notice thereof ("Notice of Sale") to the Company. Promptly thereafter the Holder and the Company shall attempt to reach agreement on the Determined Value. If they do so agree, they shall put their agreement in writing, and closing shall be held in accordance with (S) 12.3. If the parties cannot agree, they shall promptly appoint a mutually acceptable qualified independent appraiser to provide the Determined Value. If parties shall be unable to agree on such an appraiser within 10 days of the Notice Date, the Purchase Price shall be determined by a panel of three independent appraisers, one of whom shall be selected by the Company, another of whom shall be selected by the Holder, and the third of whom shall be selected by such other two appraisers or, if such appraisers shall be unable to agree upon a third appraiser within 10 days of the selection date of the second of such two appraisers, by the American Arbitration Association; provided, that if either party shall not select its appraiser within 10 days after the Notice Date, such amount or value shall be determined solely by the appraiser selected by the other party. The appraiser or appraisers appointed pursuant to the foregoing procedure shall be instructed to determine such value within 30 days after the final appointment of any appraiser pursuant hereto (but in no event may such determination be made more than 45 days following the Notice Date), and such determination shall be final and binding upon the parties. If three appraisers shall be appointed, (a) if the median of the determinations of the appraisers shall equal the mean of such determinations, such mean shall constitute the determination of the appraisers, otherwise (b) the determination of the appraiser that shall differ most from the other two appraisers shall be excluded, the remaining two determinations shall be averaged and such average shall constitute the determination of the appraisers. Each party shall bear its respective fees and expenses with respect to any appraisal procedures and one-half of the fees and expenses of the appraisers participating in any appraisal procedure. The Company shall cause one copy of the final determination of the appraiser(s) to be sent directly to the Holder. Such determination shall set forth the date as of which the determination was made, (the "Determination Date").
Determined Value. 12 12.3. Closing............................................. 13 12.4.
Determined Value. At the relevant time of reference thereto, the Net Book Value of an Eligible Container, Eligible Generator, Eligible Refrigeration Unit or Eligible Chassis, as the case may be, determined in accordance with GAAP.
Determined Value. The term "Determined Value" shall mean fifty percent (50%) of the present value of the fair market value of the then-vested Common Stock and the Interests, valued as of the date of Xx. Xxxx'x Separation, and determined as follows: (i) within twenty (20) days of Xx. Xxxx'x Separation, Bancshares and Xx. Xxxx shall each select a business valuation appraiser, each of whom is an accredited senior appraiser by the American Society of Appraisers; (ii) within twenty (20) days of their selection, the appraisers selected by Bancshares and Xx. Xxxx shall promptly meet and confer and select an independent business valuation appraiser who is an accredited senior appraiser by the American Society of Appraisers (the "Independent Appraiser"); (iii) the Independent Appraiser shall promptly conduct an appraisal of the Common Stock and the Interests and determine the fair market value of the Common Stock and the Interests discounted to present value; and (iv) the Independent Appraiser shall then promptly prepare and deliver to Bancshares and Xx. Xxxx a written report reflecting the fair market value of the Common Stock and the Interests discounted to present value (the "Appraisal Report"). The fair market value determined under this Section 3 will include an amount representing the value of the goodwill of the Company. The Determined Value established by the Independent Appraiser is conclusive and binding upon the parties. Bancshares will pay the fees and expenses charged by the Independent Appraiser.
Determined Value. At the relevant time of reference thereto, the aggregate current value of the Repossession Loans outstanding with respect to the Eligible Repossessed Vehicles, determined in accordance with generally accepted accounting principles. To the extent that any Eligible Repossessed Vehicle is encumbered by a lien or encumbrance which is a Permitted Lien not securing the Obligations, the amount of the Indebtedness secured by such lien or encumbrance shall be deducted from the value determined in accordance with the immediately preceding sentence of this definition of the term "Determined Value".
Determined Value. (a) With respect to Borrowing Base Equipment owned by any Borrower as of the Closing Date, an amount equal to 75% of the appraised value of such assets on a net orderly liquidation basis (after giving effect to payment of taxes, charges and liquidation expenses) determined by the most recent appraisal thereof conducted pursuant to §8.4(h), (b) with respect to new Motor Vehicle Equipment acquired by any Borrower after the Closing Date which becomes Borrowing Base Equipment, an amount equal to 75% of the original cost (as reflected by a purchase invoice therefor) of such new Motor Vehicle Equipment, and (c) with respect to used Borrowing Base Equipment acquired by any Borrower after the Closing Date, an amount equal to 75% of the appraised value of such assets on a net orderly liquidation basis (after giving effect to payment of taxes, charges and liquidation expenses) determined by relying on (1) the values assigned to assets of an identical make, model and year in the most recent appraisal conducted pursuant to §8.4(h), or (2) in the case where no asset of an identical make, model and year was appraised in the most recent appraisal conducted pursuant to §8.4(h), on the appraised value on an orderly liquidation basis (after giving effect to payment of taxes, charges and liquidation expenses) assigned to an asset of an identical make and model of the next oldest year that was appraised in the most recent appraisal conducted pursuant to §8.4(h); provided, however, that each of the foregoing calculations shall be adjusted to reflect depreciation in accordance with the following depreciation methods: (i) in the case of Borrowing Base Equipment described in clauses (a) and (b) above, (A) with respect to any tractor owned by any Borrower and constituting Borrowing Base Equipment, the Determined Value of such tractor shall be calculated using a monthly depreciation rate of not less than (x) 1.25% per month for twenty-four (24) months following the Closing Date or the date of purchase, as the case may be, and (y) 0.83% per month thereafter and (B) with respect to any trailer owned by any Borrower and constituting Borrowing Base Equipment, the Determined Value of such trailer shall be calculated using a monthly depreciation rate of not less than 1.0% per month following the Closing Date or the date of purchase, as the case may be, and (ii) in the case of Borrowing Base Equipment described in clause (c) above, (A) with respect to any used tractor acquired by any Borr...
Determined Value. At the relevant time of reference thereto, the lesser of (a) the net book value of Eligible Fixed Assets, determined in accordance with GAAP, and (b) the appraised value of such assets on forced liquidation basis determined by the most recent appraisal thereof conducted pursuant to ss.8.4(h).
Determined Value. At the relevant time of reference thereto, the lesser of (i) the net book value of Eligible Fixed Assets, determined in accordance with generally accepted accounting principles, and (ii) the appraised value of such assets on an orderly liquidation basis determined by the most recent appraisal thereof conducted pursuant to ss.8.4(f); PROVIDED that, until the first appraisal has been completed pursuant to ss.8.4(f), the Determined Value of Eligible Fixed Assets shall be the net book value of such assets as of the Third Amendment Effective Date, determined in accordance with generally accepted accounting principles. To the extent that any Eligible Fixed Asset is encumbered by a lien or encumbrance which is a Permitted Lien not securing the Obligations, the amount of the Indebtedness secured by such lien or encumbrance shall be deducted from the value determined in accordance with the immediately preceding sentence of this definition of the term "Determined Value"."
Determined Value. At the relevant time of reference thereto, (a) with respect to Eligible Real Estate, the appraised fair market value thereof determined by reference to the most recent appraisal thereof pursuant to ss.9.9.4 and (b) with respect to Eligible Machinery and Equipment, the appraised value of such machinery and equipment on an orderly liquidation basis determined by reference to the most recent appraisal conducted pursuant to ss.9.9.4, in each case after deduction of any claims entitled to priority under applicable law over the security interest or mortgage of the Administrative Agent.
Determined Value. At the relevant time of reference thereto, the lesser of (i) 50% of the net book value of Eligible Fixed Assets, determined in accordance with generally accepted accounting principles, and (ii) 75% of the sum of (A) the appraised value of Eligible Fixed Assets which constitute Real Estate on a fair market basis and (B) the appraised value of Eligible Fixed Assets which constitute machinery and equipment on an orderly liquidation basis determined by the most recent appraisal thereof conducted by the Agent.
