Independent Valuation. The mark-to-market calculations and the correct and timely posting of any collateral posted pursuant to this Agreement shall be subject to an annual external audit, as part of the Transferor's annual reporting or separately, which comprises a validation of the methodology employed in accordance with the Fitch Criteria.
Independent Valuation. Buyer acknowledges and agrees that (i) it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller, and (ii) it is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties and that in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, except to the extent of Seller’s express representations and warranties in Section 3.1, the special warranty of title contained in the Assignment and the other terms and conditions of this Agreement, it has relied on its own independent investigation, review and analysis of the Properties, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer further acknowledges and agrees that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Seller or any representatives, consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except specific representations and warranties of Seller set forth in Section 3.1, the special warranty of title contained in the Assignment and the other terms and conditions of this Agreement). Buyer hereby acknowledges and agrees that, other than the express representations and warranties of Seller set forth in Section 3.1 and the special warranty of title set forth in the Assignment, none of Seller, any of its affiliates, or any of its or their representatives, consultants or advisors make or have made any representation or warranty, express, statutory or implied, at law or in equity, with respect to the Properties, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Properties. As of the Execution Date, Buyer has no knowledge of any breach of any representation, warranty or covenant of Seller set forth herein.
Independent Valuation. Buyer is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties. In making its decision to enter into this Agreement and to consummate the transactions contemplated herein, Buyer, except to the extent of Seller’s express representations and warranties in Section 4.1 and the special warranty of title contained in the Assignment, has relied on its own independent investigation, review and analysis of the Properties, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Seller or any representatives, consultants or advisors engaged by or otherwise purporting to represent Seller or any Affiliate of Seller (except the specific representations and warranties of Seller set forth in Section 4.1 and the special warranty of title included in the Assignment). Buyer hereby acknowledges and agrees that, other than the representations and warranties of Seller set forth in Section 4.1 and the special warranty of title set forth in the Assignment, none of Seller, any of its Affiliates or any of its or their representatives, consultants or advisors make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Properties, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Properties.
Independent Valuation. (a) The Initial Valuations, the Finalised Initial Valuations, the Contribution Valuations and the Company Shares Exchange Ratio as defined below, prepared by the Investment Banks, and, when applicable, by the Third Investment Bank, shall be evidenced by a written report to be delivered to the Groups and the Company. The Initial Valuations shall be expressed in US Dollars and thereafter shall be converted into Euro by using the average exchange rate for the 10 (ten) day trading period prior to the date of such valuations. The reference exchange rate will be the official fixing for USD/EUR published by the ECB in the Reuters Screen ECB37, or any other Reuters screen that in the future may substitute it for the relevant fixing rate.
Independent Valuation. If the Colombian Merger is to be effected pursuant to Section 1.6(i), prior to the filing of the Colombian Merger approval request with the SFC pursuant to Section 2.4 of Part B of Schedule 1.3(b), in the terms of Article 62 of the Colombian Financial Statute (Estatuto Orgánico del Sistema Financiero or “EOSF”), Itaú Colombia and CorpBanca Colombia shall engage, and share equally the cost of, an internationally recognized investment bank with experience in the valuation of financial entities which independency and adequacy credentials shall have been previously approved by the SFC (an “Independent Appraiser”) to provide an independent valuation of each of Itaú Colombia and CorpBanca Colombia. The engagement shall provide (i) for a 60-day term to prepare the valuation report and deliver the valuation results to the board of directors of each of the Itaú Colombia and CorpBanca Colombia and (ii) that the valuation shall be performed using internationally accepted valuation methodologies for financial entities. The Parties undertake to vote in favor, or to cause their respective Affiliates to vote in favor, as applicable, of the Colombian Exchange Ratio, regardless of the exchange ratio obtained by the Independent Appraiser pursuant to this Section 2.3.
Independent Valuation. If the Dispute relates to a valuation matter, the Dispute will be decided by a valuer agreed by the Parties to the Dispute or otherwise appointed by the President or acting President of the Institute of Chartered Accountants in Australia.
Independent Valuation. An 'Independent Valuation' means a market valuation of the Sale Assets which is:
Independent Valuation. Multiple Appraisals. Fair market value shall be determined by three (3) independent, neutral appraisers who are each expert in the valuation of businesses reasonably similar to the Company. The appraisers shall be selected as follows: each Party shall select one (1) independent, neutral appraiser who is an expert in the valuation of businesses such as the Company; those two appraisers shall then select a third appraiser. Each Party shall provide to the appraisers such documents as the appraisers may direct (after consulting with both Parties), and the appraisers shall each prepare an independent appraisal report setting forth what that appraiser believes to be the fair market value of the equity of the Company (i.e., the enterprise value of the Company, plus cash and cash equivalents, less debt), together with a written explanation setting forth the specific reasons for its position. No oral presentations shall be permitted. The fair market value of the Company’s equity shall be the average value of the three appraisals. The fair market value of the selling Party’s Company Interest shall be the product of (i) the fair market value of the Company’s equity as determined in accordance with this Section 14.7(a) and (ii) the selling Party’s Percentage Interest. The costs of the appraisal, including administrative and appraisers’ fees, shall be shared equally by the Parties, and each Party shall bear its own costs and attorneys’ fees incurred in connection with the appraisal. The appraisers shall be directed that any appraisal shall be completed within two (2) months from the filing of notice of a request for such appraisal. The appraisal proceedings * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and the decision shall not be made public without the joint consent of the Parties, and each Party shall maintain the confidentiality of such proceedings and decision unless otherwise permitted by the other Party. The Parties agree that the decision shall be the sole, exclusive and binding decision between them regarding determination of fair market value.
Independent Valuation. The Purchaser shall have received to its sole satisfaction an independent valuation of the Corporation.
Independent Valuation. CTI has received a written valuation report from an independent valuation firm retained by CTI, dated as of the date of this Agreement, as to the value of the Conveyed Assets, as of the date hereof. The Purchase Price of the Conveyed Assets reflected in this Agreement is within the valuation range of the Conveyed Assets set forth in such report. Such report is the only valuation or similar third party report commissioned by CTI with respect to the valuation of the Conveyed Assets in connection with the transactions contemplated hereby or otherwise within the past six (6) months. All analyses prepared by CTI’s management related to the value of the Conveyed Assets (excluding for purposes of this sentence the valuation report from the independent valuation firm referenced above) have been shared with Spectrum or described to Spectrum in reasonable detail.
