Common use of Winding Up Procedure Clause in Contracts

Winding Up Procedure. Upon dissolution of the Partnership, any secured loan (including accrued unpaid interest) by a Partner shall first be paid to the extent of such security, next, any unsecured loans (except loans described in the last grammatical paragraph of Subsection 16(c) above) and the unsecured portion of any secured loans (including accrued unpaid interest) by a Partner shall be paid including without limitation any loans otherwise payable only out of Cash Flow, and then any loans described in the last grammatical paragraph of Subsection 16(c) above but subject to the limitations contained in such Subsection, and thereafter, each Partner shall (subject to the remaining provisions of this Section 27) share in the proceeds in proportion to their then respective positive capital account balances. If the Partnership is dissolved as contemplated by Subsection 26(c) or 26(d) above, the “Electing Partner” (who is defined as being the Partner who is not the Withdrawing Partner) may, by notice to the Withdrawing Partner (the “Election Notice”), elect to purchase the Withdrawing Partner’s Partnership interest as hereinafter provided and continue as a sole proprietorship the business theretofore conducted as the Partnership and/or may also elect to have one or more of its affiliates or one or more other persons or entities purchase the Withdrawing Partner’s Partnership interest and be admitted as new partner(s). If the Partnership is dissolved pursuant to Subsection 26(c) above, any such election must be made by the Electing Partner no later than the date on which the Dissolution Notice is delivered to the Defaulting Partner, and if dissolved in contravention of this Agreement, such election must be made within 90 days after the “Process Date” which is defined as the date upon which the Electing Partner is served court process or first notification under Section 29 below in either case with respect to a proceeding in which the Withdrawing Partner seeks dissolution. Notwithstanding the foregoing, the Electing Partner may not give an Election Notice with respect to the Withdrawing Partner’s interest in the Partnership unless the Electing Partner or its affiliate (or another person or entity specified by the Electing Partner or one of its affiliates) at the same time elects to acquire all of the interests of the Withdrawing Partner and its affiliates in all the Related Partnership pursuant to Section 27 of the respective partnership agreements of the Related Partnerships. The Partner affiliate or other person or entity specified by the Electing Partner or one of its affiliates shall be excused from the requirement to acquire all of the interests of the Withdrawing Partner and its affiliates in all Related Partnerships if through no fault of the acquiring entity or entities a simultaneous closing on all of the interests is not possible within the time specified below in this Section 27 as reasonably extended. The remaining provisions of this Section 27 apply if an Electing Partner gives an Election Notice and in such case such provisions shall be in lieu of any other rights of a dissociated Partner to have its interest in the Partnership purchased pursuant to the provisions of the Florida Revised Uniform Partnership Act or any successor statute. The Withdrawing Partner shall be entitled to be paid in the manner hereinafter provided an amount equal to the net fair market value of its interest (determined as hereinafter provided) plus any undistributed current fiscal year’s net profits allocable or allocated to the Withdrawing Partner as of the date of giving of Dissolution Notice or, if dissolved in contravention of this Agreement, as of the Process Date (such allocation to be determined as if the fiscal year of the Partnership had begun on the first day of such fiscal year and had ended on the date of giving of the Dissolution Notice or Process Date), less the total of any amounts owed to the Partnership by the Withdrawing Partner or its affiliates whether or not currently due and payable (excluding accounts receivable arising out of normal commercial transactions), including without limitation any Calls. If any such amounts owed to the Partnership have not yet been liquidated, the Electing Partner shall be entitled to establish reasonable reserves therefor and such payments to the Withdrawing Partner shall be net of such reserves until such liquidation has occurred. Nothing in this Section 27 shall be deemed to affect any liability of the Withdrawing Partner owing to the Partnership or to the Electing Partner which liability shall survive. The Electing Partner shall indemnify the Withdrawing Partner from and against all claims and liabilities reflected on the books of the Partnership or otherwise taken into account in calculating the net fair market value of the Withdrawing Partner’s interest in the Partnership, and also such other claims and liabilities of the Partnership which at the time the net fair market value of the Withdrawing Partner’s interest is determined are known by the Electing Partner. Twenty percent (20%) of the amount payable to the Withdrawing Partner by the Electing Partner for the net fair market value of the Withdrawing Partner’s interest, as determined under this Section 27, shall be payable in cash within 45 days of the date of the giving of the Election Notice (unless the total amount so payable to the Withdrawing Partner has still not been finally determined, in which case, an estimate thereof shall be made by the Electing Partner and paid and shall be adjusted within 30 days after such final determination with interest paid on any underpayment or overpayment by the Partner who benefitted thereby at floating Prime for the period between said 45th day and the date the adjustment payment is made), and the balance shall be payable in equal quarterly installments of principal over a period of 5 years from the date the first installment was due, with the unpaid balance to bear interest payable quarterly from the date the first installment was due at the floating Prime, with the Electing Partner having the right to prepay the principal in whole or in part at any time and from time to time. Following the giving of the Election Notice (and if the Election Notice was given following a dissociation or dissolution in contravention of this Agreement, then effective as of the Process Date), the Withdrawing Partner shall have no further interest of any kind in the Partnership or in its business or assets and no further rights of any kind under this Agreement, except as expressly provided in this Section 27 and in Section 29 below. In order to determine the net fair market value of the interest of the Withdrawing Partner in the Partnership, the fair market value of the Partnership and the Related Partnerships taken as a whole shall first be determined. The fair market value of the Partnership and the Related Partnerships taken as a whole shall mean the cash price which a sophisticated purchaser would pay on the date of the giving of the Election Notice for the business (including, without limitation, all tangible and intangible assets, including goodwill and all liabilities including contingent liabilities), such valuation to be made on the assumption that such assets are subject to this Agreement, the partnership agreements of the Related Partnerships and the Partners’ Agreement (including, without limitation the right of the Fee Payee to continue to receive an amount equal to the Special Fee provided in Section 20 of the UCDP Partnership Agreement) and to any other agreements then in effect but recognizing that there are no commissions payable, that the transaction is not deemed to be on a forced liquidation basis and ignoring any tax ramifications which would not be generally applicable. If UniCo is the Withdrawing Partner, any value attributable to the Partnership’s and Related Partnerships’ rights to use the word “Universal” (which rights may be terminated by Universal Parent and/or its affiliates) shall be disregarded in determining fair market value. A sophisticated purchaser shall be one who would take into account the nature, extent, maturity date, and other terms of the liabilities of the Partnership and the Related Partnerships whether fixed or contingent, including the favorable or unfavorable nature of any financing to which the Partnership and the Related Partnerships or their respective assets are subject, and the prospect that the income from the Partnership and Related Partnerships assets would be sufficient to satisfy such liabilities when due. The fair market value of the Partnership shall then be determined as a fair proportion of the above determined fair market value of the Partnership and the Related Partnerships taken as a whole (so that when the fair market value of the Partnership and each of the Related Partnerships is determined separately for each, it will total 100% of the fair market value taken as a whole). Next, the fair market value of the Partnership as determined above shall be multiplied by a fraction, the numerator of which shall be the Withdrawing Partner’s capital account and the denominator of which shall be the total capital accounts of all Partners. The resulting product shall be reduced by 10% and the remainder shall constitute the net fair market value of the Withdrawing Partner’s interest in the Partnership. The parties agree that the aforementioned 10% reduction is a fair and reasonable method of calculating the net fair market value of the Withdrawing Partner’s interest in view of the difficulties of disposing of a partial interest in a going business especially when the interest so being disposed of does not carry with it the sole right to control the conduct of such business. The determination of the fair market value of the Partnership (including the determination of the fair market value of the Partnership and the Related Partnerships taken as a whole) shall be made by a nationally known investment banking firm experienced in such valuations which at the time of retention is not providing services to either of the Partners or any of their affiliates, and within the two years prior to such retention did not receive more than $500,000 of revenues from such persons or entities. If the Partners are unable to agree upon the selection of such investment banking firm within 30 days of the date of the giving of the Election Notice, then each Partner shall choose one investment banking firm so qualified, and such two firms shall select a third such firm so qualified. The one investment banking firm so selected shall furnish the Partnership with a written valuation within 60 days of such selection, setting forth its determination of the fair market value of the Partnership. The determination of the investment banking firm so selected shall be final and binding on the Partners and a judgment upon the determination of the investment banking firm may be entered and enforced in any court of competent jurisdiction as an arbitration award, The Withdrawing Partner shall pay all the costs and charges of such investment banking firm in making the aforementioned determination of fair market value.

Winding Up Procedure. Upon dissolution of the Partnership, any secured loan (including accrued unpaid interest) by a Partner shall first be paid to the extent of such security, next, any unsecured loans (except loans described in the last grammatical paragraph of Subsection 16(c) above)) and the unsecured portion of any secured loans (including accrued unpaid interest) by a Partner shall be paid including without limitation any loans otherwise payable only out of Cash Flow, and then any loans described in the last grammatical paragraph of Subsection 16(c) above but subject to the limitations contained in such Subsection, and thereafter, each Partner shall (subject to the remaining provisions of this Section 27) share in the proceeds in proportion to their then respective positive capital account balances. If the Partnership is dissolved as contemplated by Subsection 26(c) or 26(d) above(d), the “Electing Partner” (who is defined as being the Partner who is not the Withdrawing Partner) may, by notice to the Withdrawing Partner (the “Election Notice”), elect to purchase the Withdrawing Partner’s Partnership interest as hereinafter provided and continue as a sole proprietorship the business theretofore conducted as the Partnership and/or may also elect to have one or more of its affiliates or one or more other persons or entities purchase the Withdrawing Partner’s Partnership interest and be admitted as new partner(s)partner[s]. If the Partnership is dissolved pursuant to Subsection 26(c) above), any such election must be made by the Electing Partner no later than the date on which the Dissolution Notice is delivered to the Defaulting Partner, and if dissolved in contravention of this Agreement, such election must be made within 90 days after the “Process Date” which is defined as the date upon which the Electing Partner is served court process or first notification under Section 29 below in either case with respect to a proceeding in which the Withdrawing Partner seeks dissolution. Notwithstanding the foregoing, the Electing Partner may not give an Election Notice with respect to the Withdrawing Partner’s interest in the Partnership unless the Electing Partner or its affiliate (or another person or entity specified by the Electing Partner or one of its affiliates) at the same time elects to acquire all of the interests of the Withdrawing Partner and its affiliates in all the Related Partnership pursuant to Section 27 of the respective partnership agreements of the Related Partnerships. The Partner affiliate or other person or entity specified by the Electing Partner or one of its affiliates shall be excused from the requirement to acquire all of the interests of the Withdrawing Partner and its affiliates in all Related Partnerships if through no fault of the acquiring entity or entities a simultaneous closing on all of the interests is not possible within the time specified below in this Section 27 as reasonably extended. The remaining provisions of this Section 27 apply if an Electing Partner gives an Election Notice and in such case such provisions shall be in lieu of any other rights of a dissociated Partner to have its interest in the Partnership purchased pursuant to the provisions of the Florida Revised Uniform Partnership Act or any successor statute. The Withdrawing Partner shall be entitled to be paid in the manner hereinafter provided an amount equal to the net fair market value of its interest (determined as hereinafter provided) plus any undistributed current fiscal year’s net profits allocable or allocated to the Withdrawing Partner as of the date of giving of Dissolution Notice or, if dissolved in contravention of this Agreement, as of the Process Date (such allocation to be determined as if the fiscal year of the Partnership had begun on the first day of such fiscal year and had ended on the date of giving of the Dissolution Notice or Process Date), less the total of any amounts owed to the Partnership by the Withdrawing Partner or its affiliates whether or not currently due and payable (excluding accounts receivable arising out of normal commercial transactions), including without limitation any Calls. If any such amounts owed to the Partnership have not yet been liquidated, the Electing Partner shall be entitled to establish reasonable reserves therefor and such payments to the Withdrawing Partner shall be net of such reserves until such liquidation has occurred. Nothing in this Section 27 shall be deemed to affect any liability of the Withdrawing Partner owing to the Partnership or to the Electing Partner which liability shall survive. The Electing Partner shall indemnify the Withdrawing Partner from and against all claims and liabilities reflected on the books of the Partnership or otherwise taken into account in calculating the net fair market value of the Withdrawing Partner’s interest in the Partnership, and also such other claims and liabilities of the Partnership which at the time the net fair market value of the Withdrawing Partner’s interest is determined are known by the Electing Partner. Twenty percent (20%) of the amount payable to the Withdrawing Partner by the Electing Partner for the net fair market value of the Withdrawing Partner’s interest, as determined under this Section 27, shall be payable in cash within 45 days of the date of the giving of the Election Notice (unless the total amount so payable to the Withdrawing Partner has still not been finally determined, in which case, an estimate thereof shall be made by the Electing Partner and paid and shall be adjusted within 30 days after such final determination with interest paid on any underpayment or overpayment by the Partner who benefitted thereby at floating Prime for the period between said 45th day and the date the adjustment payment is made), and the balance shall be payable in equal quarterly installments of principal over a period of 5 years from the date the first installment was due, with the unpaid balance to bear interest payable quarterly from the date the first installment was due at the floating Prime, with the Electing Partner having the right to prepay the principal in whole or in part at any time and from time to time. Following the giving of the Election Notice (and if the Election Notice was given following a dissociation or dissolution in contravention of this Agreement, then effective as of the Process Date), the Withdrawing Partner shall have no further interest of any kind in the Partnership or in its business or assets and no further rights of any kind under this Agreement, except as expressly provided in this Section 27 and in Section 29 below29. In order to determine the net fair market value of the interest of the Withdrawing Partner in the Partnership, the fair market value of the Partnership and the Related Partnerships taken as a whole shall first be determined. The fair market value of the Partnership and the Related Partnerships taken as a whole shall mean the cash price which a sophisticated purchaser would pay on the date of the giving of the Election Notice for the business (including, without limitation, all tangible and intangible assets, including goodwill and all liabilities including contingent liabilities), such valuation to be made on the assumption that such assets are subject to this Agreement, the partnership agreements of the Related Partnerships and the Partners’ Agreement (including, without limitation the right of the Fee Payee to continue to receive an amount equal to the Special Fee provided in Section 20 of the UCDP Partnership Agreementpartnership agreement of New LP) and to any other agreements then in effect but recognizing that there are no commissions payable, that the transaction is not deemed to be on a forced liquidation basis and ignoring any tax ramifications which would not be generally applicable. If UniCo is the Withdrawing Partner, any value attributable to the Partnership’s and Related Partnerships’ rights to use the word “Universal” (which rights may be terminated by Universal Parent and/or its affiliates) shall be disregarded in determining fair market value. A sophisticated purchaser shall be one who would take into account the nature, extent, maturity date, and other terms of the liabilities of the Partnership and the Related Partnerships whether fixed or contingent, including the favorable or unfavorable nature of any financing to which the Partnership and the Related Partnerships or their respective assets are subject, and the prospect that the income from the Partnership and Related Partnerships assets would be sufficient to satisfy such liabilities when due. The fair market value of the Partnership shall then be determined as a fair proportion of the above determined fair market value of the Partnership and the Related Partnerships taken as a whole (so that when the fair market value of the Partnership and each of the Related Partnerships is determined separately for each, it will total 100% of the fair market value taken as a whole). ) Next, the fair market value of the Partnership as determined above shall be multiplied by a fraction, the numerator of which shall be the Withdrawing Partner’s capital account and the denominator of which shall be the total capital accounts of all Partners. The resulting product shall be reduced by 10% and the remainder shall constitute the net fair market value of the Withdrawing Partner’s interest in the Partnership. The parties agree that the aforementioned 10% reduction is a fair and reasonable method of calculating the net fair market value of the Withdrawing Partner’s interest in view of the difficulties of disposing of a partial interest in a going business especially when the interest so being disposed of does not carry with it the sole right to control the conduct of such business. The determination of the fair market value of the Partnership (including the determination of the fair market value of the Partnership and the Related Partnerships taken as a whole) shall be made by a nationally known investment banking firm experienced in such valuations which at the time of retention is not providing services to either of the Partners or any of their affiliates, and within the two years prior to such retention did not receive more than $500,000 of revenues from such persons or entities. If the Partners are unable to agree upon the selection of such investment banking firm within 30 days of the date of the giving of the Election Notice, then each Partner shall choose one investment banking firm so qualified, and such two firms shall select a third such firm so qualified. The one investment banking firm so selected shall furnish the Partnership with a written valuation within 60 days of such selection, setting forth its determination of the fair market value of the Partnership. The determination of the investment banking firm so selected shall be final and binding on the Partners and a judgment upon the determination of the investment banking firm may be entered and enforced in any court of competent jurisdiction as an arbitration award, The Withdrawing Partner shall pay all the costs and charges of such investment banking firm in making the aforementioned determination of fair market value.

Winding Up Procedure. Upon dissolution of the Partnership, any secured loan (including accrued unpaid interest) by a Partner shall first be paid to the extent of such security, next, any unsecured loans (except loans described in the last grammatical paragraph of Subsection 16(c) above)) and the unsecured portion of any secured loans (including accrued unpaid interest) by a Partner shall be paid including without limitation any loans otherwise payable only out of Cash Flow, and then any loans described in the last grammatical paragraph of Subsection 16(c) above but subject to the limitations contained in such Subsection, and thereafter, each Partner shall (subject to the remaining provisions of this Section 27) share in the proceeds in proportion to their then respective positive capital account balances. If the Partnership is dissolved as contemplated by Subsection 26(c) or 26(d) above(d), the “Electing Partner” (who is defined as being the Partner who is not the Withdrawing Partner) may, by notice to the Withdrawing Partner (the “Election Notice”), elect to purchase the Withdrawing Partner’s Partnership interest as hereinafter provided and continue as a sole proprietorship the business theretofore conducted as the Partnership and/or may also elect to have one or more of its affiliates or one or more other persons or entities purchase the Withdrawing Partner’s Partnership interest and be admitted as new partner(s)partner[s]. If the Partnership is dissolved pursuant to Subsection 26(c) above), any such election must be made by the Electing Partner no later than the date on which the Dissolution Notice is delivered to the Defaulting Partner, and if dissolved in contravention of this Agreement, such election must be made within 90 days after the “Process Date” which is defined as the date upon which the Electing Partner is served court process or first notification under Section 29 below in either case with respect to a proceeding in which the Withdrawing Partner seeks dissolution. Notwithstanding the foregoing, the Electing Partner may not give an Election Notice with respect to the Withdrawing Partner’s interest in the Partnership unless the Electing Partner or its affiliate (or another person or entity specified by the Electing Partner or one of its affiliates) at the same time elects to acquire all of the interests of the Withdrawing Partner and its affiliates in all the Related Partnership pursuant to Section 27 of the respective partnership agreements of the Related Partnerships. The Partner affiliate or other person or entity specified by the Electing Partner or one of its affiliates shall be excused from the requirement to acquire all of the interests of the Withdrawing Partner and its affiliates in all Related Partnerships if through no fault of the acquiring entity or entities a simultaneous closing on all of the interests is not possible within the time specified below in this Section 27 as reasonably extended. The remaining provisions of this Section 27 apply if an Electing Partner gives an Election Notice and in such case such provisions shall be in lieu of any other rights of a dissociated Partner to have its interest in the Partnership purchased pursuant to the provisions of the Florida Revised Uniform Partnership Act or any successor statute. The Withdrawing Partner shall be entitled to be paid in the manner hereinafter provided an amount equal to the net fair market value of its interest (determined as hereinafter provided) plus any undistributed current fiscal year’s net profits allocable or allocated to the Withdrawing Partner as of the date of giving of Dissolution Notice or, if dissolved in contravention of this Agreement, as of the Process Date (such allocation to be determined as if the fiscal year of the Partnership had begun on the first day of such fiscal year and had ended on the date of giving of the Dissolution Notice or Process Date), less the total of any amounts owed to the Partnership by the Withdrawing Partner or its affiliates whether or not currently due and payable (excluding accounts receivable arising out of normal commercial transactions), including without limitation any Calls. If any such amounts owed to the Partnership have not yet been liquidated, the Electing Partner shall be entitled to establish reasonable reserves therefor and such payments to the Withdrawing Partner shall be net of such reserves until such liquidation has occurred. Nothing in this Section 27 shall be deemed to affect any liability of the Withdrawing Partner owing to the Partnership or to the Electing Partner which liability shall survive. The Electing Partner shall indemnify the Withdrawing Partner from and against all claims and liabilities reflected on the books of the Partnership or otherwise taken into account in calculating the net fair market value of the Withdrawing Partner’s interest in the Partnership, and also such other claims and liabilities of the Partnership which at the time the net fair market value of the Withdrawing Partner’s interest is determined are known by the Electing Partner. Twenty percent (20%) of the amount payable to the Withdrawing Partner by the Electing Partner for the net fair market value of the Withdrawing Partner’s interest, as determined under this Section 27, shall be payable in cash within 45 days of the date of the giving of the Election Notice (unless the total amount so payable to the Withdrawing Partner has still not been finally determined, in which case, an estimate thereof shall be made by the Electing Partner and paid and shall be adjusted within 30 days after such final determination with interest paid on any underpayment or overpayment by the Partner who benefitted thereby at floating Prime for the period between said 45th day and the date the adjustment payment is made), and the balance shall be payable in equal quarterly installments of principal over a period of 5 years from the date the first installment was due, with the unpaid balance to bear interest payable quarterly from the date the first installment was due at the floating Prime, with the Electing Partner having the right to prepay the principal in whole or in part at any time and from time to time. Following the giving of the Election Notice (and if the Election Notice was given following a dissociation or dissolution in contravention of this Agreement, then effective as of the Process Date), the Withdrawing Partner shall have no further interest of any kind in the Partnership or in its business or assets and no further rights of any kind under this Agreement, except as expressly provided in this Section 27 and in Section 29 below29. In order to determine the net fair market value of the interest of the Withdrawing Partner in the Partnership, the fair market value of the Partnership and the Related Partnerships taken as a whole shall first be determined. The fair market value of the Partnership and the Related Partnerships taken as a whole shall mean the cash price which a sophisticated purchaser would pay on the date of the giving of the Election Notice for the business (including, without limitation, all tangible and intangible assets, including goodwill and all liabilities including contingent liabilities), such valuation to be made on the assumption that such assets are subject to this Agreement, the partnership agreements of the Related Partnerships and the Partners’ Agreement (including, without limitation the right of the Fee Payee to continue to receive an amount equal to the Special Fee provided in Section 20 of the UCDP Partnership Agreementpartnership agreement of New LP) and to any other agreements then in effect but recognizing that there are no commissions payable, that the transaction is not deemed to be on a forced liquidation basis and ignoring any tax ramifications which would not be generally applicable. If UniCo is the Withdrawing Partner, any value attributable to the Partnership’s and Related Partnerships’ rights to use the word “Universal” (which rights may be terminated by Universal Parent and/or its affiliates) shall be disregarded in determining fair market value. A sophisticated purchaser shall be one who would take into account the nature, extent, maturity date, and other terms of the liabilities of the Partnership and the Related Partnerships whether fixed or contingent, including the favorable or unfavorable nature of any financing to which the Partnership and the Related Partnerships or their respective assets are subject, and the prospect that the income from the Partnership and Related Partnerships assets would be sufficient to satisfy such liabilities when due. The fair market value of the Partnership shall then be determined as a fair proportion of the above determined fair market value of the Partnership and the Related Partnerships taken as a whole (so that when the fair market value of the Partnership and each of the Related Partnerships is determined separately for each, it will total 100% of the fair market value taken as a whole). Next, the fair market value of the Partnership as determined above shall be multiplied by a fraction, the numerator of which shall be the Withdrawing Partner’s capital account and the denominator of which shall be the total capital accounts of all Partners. The resulting product shall be reduced by 10% and the remainder shall constitute the net fair market value of the Withdrawing Partner’s interest in the Partnership. The parties agree that the aforementioned 10% reduction is a fair and reasonable method of calculating the net fair market value of the Withdrawing Partner’s interest in view of the difficulties of disposing of a partial interest in a going business especially when the interest so being disposed of does not carry with it the sole right to control the conduct of such business. The determination of the fair market value of the Partnership (including the determination of the fair market value of the Partnership and the Related Partnerships taken as a whole) shall be made by a nationally known investment banking firm experienced in such valuations which at the time of retention is not providing services to either of the Partners or any of their affiliates, and within the two years prior to such retention did not receive more than $500,000 of revenues from such persons or entities. If the Partners are unable to agree upon the selection of such investment banking firm within 30 days of the date of the giving of the Election Notice, then each Partner shall choose one investment banking firm so qualified, and such two firms shall select a third such firm so qualified. The one investment banking firm so selected shall furnish the Partnership with a written valuation within 60 days of such selection, setting forth its determination of the fair market value of the Partnership. The determination of the investment banking firm so selected shall be final and binding on the Partners and a judgment upon the determination of the investment banking firm may be entered and enforced in any court of competent jurisdiction as an arbitration award, . The Withdrawing Partner shall pay all the costs and charges of such investment banking firm in making the aforementioned determination of fair market value.