Other Valuation Rules Sample Clauses
Other Valuation Rules. The Valuation Consultant shall be governed by the following in the determination of the Computed Value:
(1) Except as otherwise provided in this Section 8.16(d), the Consultant’s Asset Valuation shall be the fair market value of the assets of the Partnership;
(2) The Consultant’s Asset Valuation shall exclude any value for goodwill, future earnings, “in place” or going concern value of the Partnership or any subsidiary;
(3) All securities held by the Partnership, if any, which are traded on any exchange or market for which prices are regularly published shall be valued based on the published market value thereof on the Valuation Date;
(4) The value of a partnership, corporate or limited liability company ownership interest held by the Partnership (not included in Item (3) above), if any, shall be determined as follows:
(A) The value of the tangible and intangible property of such subsidiary shall be determined in the manner provided in this Section 8.16(d);
(B) The liabilities of such subsidiary shall be deducted from the values of such property so determined under (A) above;
(C) The amount derived as a result of (B) above shall be multiplied by the Partnership’s percentage ownership interest in such subsidiary; and
(D) The value of the Partnership’s interest in such subsidiary shall be the lesser of (i) the product determined under (B) above and (ii) the value or price payable to the Partnership from such subsidiary (or its owners) in the event of a sale of such interest due to a transfer or sale of such interest (at the lowest applicable valuation formula therefor in the subsidiaries governing documents). Provided that, for purposes of this Section 8.16(d)(iv)(4)(D), the value of such subsidiary shall include and be reduced by all applicable market factors and discounts, including, without limitation, lack of control, lack of liquidity and lack of marketability, which the Partners acknowledge may result in a significant reduction in value for such subsidiary interest.
