Common use of Net Equity Clause in Contracts

Net Equity. The “Net Equity” of a Membership Interest means as of any day, the amount that would be distributed to a Member, pursuant to Section 15.3 hereof if (i) the Gross Asset Values of the Company’s assets were adjusted as set forth in the definition of Gross Asset Value set forth in Section 1.2 hereof, (ii) all of the Company’s assets were sold for their Gross Asset Values, as so adjusted, (iii) the Company paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 15.3 hereof for the payment of reasonably anticipated contingent liabilities, and (iv) the Company distributed the remaining proceeds to the Members in complete liquidation of the Company. (a) At any time this Agreement requires a determination of the Net Equity of a Membership Interest, such determination shall be made, without audit or certification, from the books and records of the Company by the accounting firm regularly employed by the Company. Once determined as aforesaid, the Net Equity shall be disclosed to the Company and the affected Member or his representative by written notice. The determination of the Net Equity by such accountants shall be final and binding upon the Company and the Members in the absence of a showing of gross negligence or willful misconduct. (b) If a determination of the Net Equity is required by reason of the occurrence of a Retiring Event: (i) the Company shall send written notice to its accountants requesting that they make a determination of such Net Equity within thirty (30) days of the date of the date of the Notice of intent to exercise the Retiring Event Purchase Option; and (ii) the Net Equity of the Membership Interest of a Retiring Member shall be determined as of the last day of the month in which the Retiring Event occurs; provided, however, for purposes of this ARTICLE 14, the Net Equity of the Membership Interest of a Retiring Member shall be reduced by the amount of any and all obligations owed to the Company by such Retiring Member; and by execution of this Agreement, each Member agrees that, upon the occurrence of a Retiring Event so that a Member becomes a Retiring Member, the Company may set off any and all amounts owed by such Retiring Member to the Company (including, without limitation, any loss, cost or damage suffered by the Company as the result of the breach of this Agreement by the Retiring Member) against the purchase price otherwise payable to such Retiring Member, pursuant to this ARTICLE 14.

Net Equity. The “Net Equity” of a Membership Interest means Member’s interest in the Company (other than ▇▇▇▇▇▇▇’), as of any day, shall be the amount that would be distributed to a Member, such Member in liquidation of the Company pursuant to Section 15.3 12 hereof if (i) the Gross Asset Values of the Company’s assets were adjusted as set forth in the definition of Gross Asset Value set forth in Section 1.2 hereof, (ii1) all of the Company’s assets were sold for their Gross Asset Appraised Values, as so adjusted, (iii2) the Company paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 15.3 hereof for the payment of reasonably anticipated contingent or unknown liabilities, and (iv3) the Company distributed the remaining proceeds to the Members in complete liquidation liquidation, all as of such day. ▇▇▇▇▇▇▇’ Net Equity shall be the undistributed amount of any rental income payable to ▇▇▇▇▇▇▇ under Section 3.4 through the date of the Company. (a) At any time this Agreement requires event causing ▇▇▇▇▇▇▇ to become a determination of the Breaching Member. The Net Equity of a Membership Interest, such determination Member’s interest in the Company shall be madedetermined, without audit or certification, from the books and records of the Company by the accounting firm of independent certified public accountants regularly employed by the Company. Once The Net Equity of a Member’s interest shall be determined as aforesaidwithin thirty (30) days of the day upon which such accountants are apprised in writing of the Gross Appraised Value of the Property, and the amount of such Net Equity shall be disclosed to the Company and each of the affected Member or his representative Members by written notice. The Net Equity determination of the Net Equity by such accountants shall be final and binding upon the Company and the Members in the absence of a showing of gross negligence or willful misconduct. (b) If a determination . “Gross Appraised Value,” as of any day, shall be equal to the fair market value of the Net Equity is required by reason Property as of such day. As used herein, as of any day, the “fair market value” of the occurrence Property means the amount that a single buyer would reasonably be expected to pay for the Property owned by the Company on such day, free and clear of all liens and encumbrances, in a single cash purchase, taking into account the current condition, use, and zoning of the Property. In situations under this Agreement in which it is necessary to determine Gross Appraised Value, each Member shall within ten (10) days after request of a Retiring Event: Member appoint an appraiser (ithe “First Appraiser” and the “Second Appraiser”). If the Second Appraiser is timely designated, the First and Second Appraisers shall meet within ten (10) the Company days of such appointment and shall send endeavor, within twenty (20) days of such appointment, to agree upon, and give written notice to its the Company, the Members, and the firm of independent certified public accountants requesting regularly employed by the Company, of the Gross Appraised Value of the Property (the “Appraisers’ Notice”). If an Appraisers’ Notice is not given during such period, then at any time after such period, either the Member who appointed the First Appraiser or the Member who appointed the Second Appraiser, by written notice to the First Appraiser and Second Appraiser, may demand that they make appoint a determination Third Appraiser (the “Third Appraiser”). If the First Appraiser and Second Appraiser have not either given an Appraisers’ Notice or appointed the Third Appraiser (who shall have agreed to serve) by the twentieth day after such demand, either the Member who appointed the First Appraiser or the Member who appointed the Second Appraiser may request any judge of such Net Equity the Superior Court of the County of Los Angeles to appoint the Third Appraiser. After the appointment of the Third Appraiser, the Gross Appraised Value shall be the amount included in an Appraisers’ Notice subscribed to by at least two (2) of the three (3) appraisers; provided that before subscribing to a Gross Appraised Value, the Third Appraiser shall meet at least once with the First Appraiser and the Second Appraiser to discuss in good faith the appraisal of the Property. If two (2) of the appraisers have not given an Appraisers’ Notice within twenty (20) days of the appointment of the Third Appraiser, the Gross Appraised Value of the Project shall be determined solely by the Third Appraiser, who shall give an Appraisers’ Notice within thirty (30) days of his appointment. If a Second Appraiser is not timely appointed in the date of manner provided by this Agreement, the date of the Notice of intent to exercise the Retiring Event Purchase Option; and (ii) the Net Equity of the Membership Interest of a Retiring Member Gross Appraised Value shall be determined as solely by the First Appraiser who shall give an Appraisers’ Notice of such Gross Appraised Value within ten (10) days of the last day on which the Second Appraiser could have been timely designated. Each appraiser appointed hereunder shall be disinterested and shall be a member of the month Appraisal Institute or other appropriate body and qualified to appraise real property similar to the Property and located in which the Retiring Event occurs; provided, however, for purposes of this ARTICLE 14, the Net Equity vicinity of the Membership Interest of a Retiring Member shall be reduced by the amount of any and all obligations owed to the Company by such Retiring Member; and by execution of this Agreement, each Member agrees that, upon the occurrence of a Retiring Event so that a Member becomes a Retiring Member, the Company may set off any and all amounts owed by such Retiring Member to the Company (including, without limitation, any loss, cost or damage suffered by the Company as the result of the breach of this Agreement by the Retiring Member) against the purchase price otherwise payable to such Retiring Member, pursuant to this ARTICLE 14Property.