Determination of Liabilities Sample Clauses

Determination of Liabilities. Current Liabilities – GAAP book value when it approximates fair value. Long-term Debt – fair value (“marked to market”) of debt maturing in one year or more. Minority interests – based on allocation of fair value of assets less liabilities of the joint venture based on the provisions of the joint venture agreement. Liabilities required by ASC 805 and liabilities already included in the valuation of real estate or the fair value of other liabilities (e.g., accrued property taxes included in a discounted cash flow valuation and accrued interest expense included in the fair value of a loan) shall be excluded from the valuation.
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Determination of Liabilities. (a) All indemnification payments under this Article IX shall be paid by the Indemnifying Party net of any insurance proceeds actually received by the Indemnified Party. All indemnification payments under this Article IX shall be deemed adjustments to the Purchase Price.
Sample 1Sample 2
Determination of Liabilities. Current Liabilities – GAAP book value when it approximates fair value. Long-term Debt – fair value (“marked to market”) of debt maturing in one year or more. Minority interests – based on allocation of fair value of assets less liabilities of the joint venture based on the provisions of the joint venture agreement. Liabilities required by ASC 805 and liabilities already included in the valuation of real estate or the fair value of other liabilities (e.g., tenant incentives and accrued property taxes included in a discounted cash flow valuation and accrued interest expense included in the fair value of a loan) shall be excluded from the valuation. As described in the Prospectus, the Advisor has agreed to advance all of the Company’s organization and offering expenses on the Company’s behalf (other than upfront Selling Commissions, dealer manager fees and Distribution and Stockholder Servicing Fees) through December 31, 2019. The Company will reimburse the Advisor for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to the Company’s initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to the Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from the Company’s public offerings. In accordance with the Company’s valuation policy and procedures, as described in the Prospectus, for purposes of calculating the NAV, the organization and offering expenses paid by the Advisor through December 31, 2019 will not be recognized as expenses or as a component of equity and reflected in the NAV until the Company reimburses the Advisor for these expenses. The calculation of the NAV per share will not reflect any Distribution and Stockholder Servicing Fees that may become payable after the date of the calculation, which fees may not ultimately be paid in certain circumstances, including if the Company was liquidated or if there was a listing of the Common Stock. Any estimated liability for future potential Distribution and Stockholder Servicing Fees, which will be accrued under GAAP at the time the corresponding share is sold, will not be reflected in the calculation of the NAV per share.
Sample 1
Determination of Liabilities. Current Liabilities — GAAP book value when it approximates fair value. Minority interests — based on allocation of fair value of assets less liabilities of the joint venture based on the provisions of the joint venture agreement. Liabilities required by ASC 805 and liabilities already included in the valuation of real estate or the fair value of other liabilities (e.g., accrued property taxes included in a discounted cash flow valuation and accrued interest expense included in the fair value of a loan) shall be excluded from the valuation. As described in the Prospectus, the Company will exclude certain costs and expenses from the calculation of NAV for a limited period, pursuant to agreements with the Advisor to advance such costs and expenses or defer reimbursement of such costs and expenses. The calculation of the NAV per share will not reflect any Distribution Fees that may become payable after the date of the calculation, which fees may not ultimately be paid in certain circumstances, including if the Company was liquidated or if there was a listing of the Shares. Any estimated liability for future potential Distribution a Fees, which will be accrued under GAAP at the time the corresponding Share is sold, will not be reflected in the calculation of the NAV per share.
Sample 1
Determination of Liabilities. Current Liabilities – GAAP book value when it approximates fair value. Long-term Debt – fair value (“marked to market”) of debt maturing in one year or more. Minority interests – based on allocation of fair value of assets less liabilities of the joint venture based on the provisions of the joint venture agreement.
Sample 1
Determination of Liabilities. Current Liabilities — GAAP book value when it approximates fair value. Minority interests — based on allocation of fair value of assets less liabilities of the joint venture based on the provisions of the joint venture agreement. Liabilities required by ASC 805 and liabilities already included in the valuation of real estate or the fair value of other liabilities (e.g., accrued property taxes included in a discounted cash flow valuation and accrued interest expense included in the fair value of a loan) shall be excluded from the valuation.
Sample 1
Determination of Liabilities. The amount of Liabilities, if any, shall be determined in the following manner:
Sample 1
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Determination of Liabilities. 8.1. The risk associated with the storage of Goods in the Storage Unit shall always and exclusively be borne by the Customer and 1Box shall not be liable for any damage to the Goods nor shall 1Box be liable for any other damage or economic loss, including consequential damages, lost income or profit or loss of business of the Customer, to the extent such damage exceeds EUR 100. 1Box does not exclude liability for death or personal injury if caused by the gross negligence or willful misconduct of 1Box or its employees.
Sample 1

Related to Determination of Liabilities

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Limitation of Liabilities With respect to any claim or suit for damages arising out of mistakes, omissions, defects in transmission, interruptions, failures, delays or errors occurring in the course of furnishing any service hereunder, the liability of the Party furnishing the affected service, if any, shall not exceed an amount equivalent to the proportionate charge to the other Party for the period of that particular service during which such mistakes, omissions, defects in transmission, interruptions, failures, delays or errors occurs and continues; provided, however, that any such mistakes, omissions, defects in transmission, interruptions, failures, delays, or errors which are caused by the gross negligence or willful, wrongful act or omission of the complaining Party or which arise from the use of the complaining Party's facilities or equipment shall not result in the imposition of any liability whatsoever upon the other Party furnishing service.

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

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