Valuation Assumptions Sample Clauses

Valuation Assumptions. (I) General assumptions: 1. Transaction assumption: all assets to be valued are assumed to be in the transaction process and valuers conduct the valuation according to simulated market conditions such as transaction conditions of the assets to be valued. 2. Open market assumption: open market assumption is an assumption about conditions of a market into which assets are proposed to be entered and effects of such market conditions on assets. An open market means a well-developed, comprehensive and competitive market with willing buyers and willing sellers acting voluntarily and rationally at arms’ length, having sufficient opportunities and time to obtain market information and under no compulsion or restrictions to buy or sell. 3. Continuous use assumption: continuous use assumption is an assumption made on the conditions of the market where the assets are intended to enter into as well as the status of the assets in such market conditions. It is first assumed that the assets to be appraised are in use, and it is further assumed that the assets that are in use will be used continuously. Under continuous use assumption, no consideration is given to the conversion of the use of the assets or utilisation of the assets under the best condition. Thus, the valuation results are subject to a restricted scope of applicability. 4. Going concern assumption: it is an assumption made by taking the whole assets of an enterprise as the appraised entity. In this way, the enterprise operates continually in pursuit of its operation objective under its external environment as the main operating entity. The management of the enterprise is responsible for and capable of taking responsibility. The enterprise operates legally and makes appropriate profits to maintain the capability of going concern. (II) Valuation assumptions under the income approach: 1. There is no significant change in the relevant existing laws, regulations and policies of the country, or in the macroeconomic conditions of the country. There is no significant change in the political, economic and social environment in which the parties to this transaction are situated, and there are no material adverse impacts arising from other unforeseeable factors or force majenre. 2. Assuming the company to operate as a going concern based on the actual status of the assets as at the valuation base date. 3. Assuming the management of the company to be responsible and have the capability to take on their duties. 4. Assum...
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Valuation Assumptions. For this valuation, the valuers have followed the following valuation assumptions: I) General Assumptions 1. Transaction Assumption Transaction assumption is to assume that all the assets to be valued are already in the process of transaction and the valuer carries out the valuation based on a simulated market which involves the transaction conditions of the assets to be valued. Transaction assumption is the basic assumption for the valuation of assets.
Sample 1
Valuation Assumptions. The valuation results depend on the assumptions used. There are two broad categories of assumptions: ▪ financial assumptions - such as the investment return that will be earned in the future and the rates at which earnings and pensions will increase; and ▪ demographic assumptions - such as rates of mortality, retirement, and withdrawal from the Fund.
Sample 1
Valuation Assumptions. The valuer has assumed that the following prerequisites are satisfied as at the Valuation Benchmark Date in accordance with the requirements for asset valuation: (i) Open market assumption The assets can be freely traded in a fully competitive market, with their prices depend on the value judgment of the assets made by independent parties to the transaction under the supply and demand conditions of a certain market; (ii) Transaction assumption It is assumed that all valuation targets are in the process of simulated transactions; (iii) Assumption of continuing usage of the asset at the original location The assumption of continuing usage at the original location refers to the assumption that the asset will remain in the original place or the original place of installation for continuous use; (iv) Existing purpose assumption The existing purpose assumption refers to the assumption that the assets will continue to be used for their existing purpose; (v) No material defaults occurred during the lease term of the signed leases of the investment properties held by the long-term investment unit under the property-holding entity; (vi) During the future operating period, the valuation object will be able to stabilize its operations and generate revenue; (vii) The circumstances and information provided by the party commissioning the appraisal to the valuation agency, which are necessary for the valuation of the real estate, are true and reliable; (viii) It is assumed that the status of the subject of valuation at the time of valuation is consistent with that on the date of completion of the on-site inspection; (ix) It is assumed that the real estate interest is not subject to other rights and restrictions that may affect its value; (x) There will be no major changes in the macro-political, economic and social environment of the target company’s location; (xi) There will be no major changes in exchange rates, interest rates, tax burdens, inflation, population and industrial policies; (xii) There will be no major changes in the current laws, administrative regulations, policies and social and economic environment followed by the enterprise; (xiii) The market and technology of the industry and field in which the enterprise is located are in a normal state of development, and there are no major sudden changes in the market or technology; (xiv) The main operating assets of the enterprise can be effectively used and will not be idle or otherwise ineffectively utilized; (x...
Sample 1
Valuation Assumptions. Clause (6) in the definition of “Valuation Assumptions” in Section 1.1. of the Agreement is hereby amended and restated in its entirety as follows:
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Valuation Assumptions. There will be no further Exchanges from and after the Early Termination Notice.
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Valuation Assumptions. For the valuation performed based on the income approach, the Valuer has adopted the following valuation assumptions:
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Valuation Assumptions. For the purposes of Section 7.1: Units of a Fund subscribed for shall be deemed to be outstanding as of the time a subscription for Units is received by or on behalf of the Fund and the amount received or receivable by the Fund shall thereafter be deemed to be an asset of the Fund; and Units of a Fund for which a request for redemption or exchange has been received by or on behalf of the Fund are deemed to be outstanding until (and not after) the close of business on the day on which the Net Asset Value thereof is determined and thereafter, until paid, the Net Asset Value of such Units is deemed to be a liability of the Fund and the total number of Units outstanding shall be adjusted accordingly. The Series Net Asset Value and Series Net Asset Value per Unit shall reflect a reduction to take into account any management or performance fees payable to the Manager by a Fund, as applicable, that has accrued to the relevant Valuation Date.
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Valuation Assumptions 
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Related to Valuation Assumptions

  • Methodology 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply:

  • Non-Assumption of Liabilities Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Company, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Sellers; (d) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, hazardous materials; (f) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Company or to which any of the Company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and (i) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.

  • Merger Without Assumption The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:-- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above: (1) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire period (taking into account any Swap Contracts applicable to such Indebtedness if such Swap Contracts has a remaining term in excess of 12 months); (2) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower Representative to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP; (3) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower Representative may designate; and (4) interest on any Indebtedness under a revolving credit facility or a Qualified Receivables Financing computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period; and (5) to the extent not already covered above, any such calculation may include adjustments calculated in accordance with Regulation S-X under the Securities Act. Any pro forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities Act, (2) adjustments calculated to give effect to any Pro Forma Cost Savings and (3) all adjustments described on Schedule 1.01(a) to the extent such adjustments, without duplication, continue to be applicable to the Reference Period (as defined in the definition of “Pro Forma Basis”); provided that any such adjustments that consist of reductions in costs and other operating improvements or synergies shall be calculated in accordance with, and satisfy the requirements specified in, the definition of “Pro Forma Cost Savings.”

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Measurements and arithmetic conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Underwriting Methodology The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the related Mortgagor's income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the related Mortgagor's equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the related Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

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