Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 42 contracts
Samples: Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.), Agreement and Plan of Merger (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Permian Resources Corp)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.0214.2, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (VictoryBase Corp), Limited Liability Company Agreement (VictoryBase Corp), Limited Liability Company Agreement (RE/MAX Holdings, Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company seller would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third partyparty buyer, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager Managing Member (or, if pursuant to Section 14.0213.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Baker Hughes a GE Co), Limited Liability Company Agreement (BAKER HUGHES a GE Co LLC), Limited Liability Company Agreement (General Electric Co)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing willing, unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 4 contracts
Samples: Operating Agreement (SciPlay Corp), Operating Agreement (SciPlay Corp), Limited Liability Company Agreement (I3 Verticals, Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an armsarm’s-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Bounty Minerals, Inc.), Limited Liability Company Agreement (Desert Peak Minerals Inc.), Limited Liability Company Agreement (Bioventus Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such the asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such the sale), as such that amount is determined by the Manager Managing Member (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 3 contracts
Samples: Operating Agreement (RMR Group Inc.), Operating Agreement (RMR Group Inc.), Operating Agreement (Reit Management & Research Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its (or, if applicable, the liquidators) good faith judgment using all factors, information and data it (or, if applicable, the liquidators) deems to be pertinent.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (Pluralsight, Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such the asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such the sale), as such that amount is determined by the Manager (or, if pursuant to Section 14.0213.2, the liquidatorsLiquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (SmileDirectClub, Inc.), Limited Liability Company Agreement (SmileDirectClub, Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company seller would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third partyparty buyer, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager Managing Member (or, if pursuant to Section 14.02Section 13.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Baker Hughes Holdings LLC), Limited Liability Company Agreement (Baker Hughes Inc)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing willing, unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidatorsliquidating trustee) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Digital Landscape Group, Inc.), Limited Liability Company Agreement (Digital Landscape Group, Inc.)
Determination. “Fair Market Value” " of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Alpine Summit Energy Partners, Inc.)
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.. Section 15.02
Appears in 1 contract
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.0210.2, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Appears in 1 contract
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such the asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such the sale), as such that amount is determined by the Manager Managing Member (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.. ARTICLE XVI
Appears in 1 contract
Samples: Operating Agreement
