Total Value. “Total Value” means, for purposes of Section 10.3 and 10.4, a hypothetical amount representing the Offering Member’s (or, with respect to Section 10.4, the Member(s) exercising its rights thereunder) good faith estimate (at the time of delivering any Buy-Sell Notice) of the total cash value of the Company, after liquidation of all assets and (a) payment or reservation for payment of all standard and customary closing costs and/or liabilities to third parties (including, without limitation, all mortgage indebtedness or other indebtedness of the Company); and taking into account; (b) accruals and reserves related to such indebtedness, a statement of which shall be included in the written estimate; and (c) plus or minus, as the case may be, net prorations for revenues, expenses and other items related to the Company and the TRS SUB.
Appears in 2 contracts
Sources: Membership Interest Agreement, Limited Liability Company Operating Agreement (Carey Watermark Investors Inc)