Common use of Purchase Price of the Departing Member’s LLC Interest Clause in Contracts

Purchase Price of the Departing Member’s LLC Interest. The purchase price of the Departing Member’s LLC Interest shall be the Fair Market Value thereof. For purposes hereof, the “Fair Market Value” of such Interest shall be such value as is mutually agreed upon among the Members (which term shall include, for purposes of this Section 8.3.2, the Departing Member’s legal representatives); provided, however, that in the event that such Persons are unable to agree upon a Fair Market Value within 30 days of the date of the Buyout Notice, the Fair Market Value shall be determined by an independent appraiser affiliated with a nationally recognized firm of accountants, appraisers or investment bankers and selected by the Manager in the exercise of their reasonable discretion. The appraiser shall render a written report setting forth its determination of Fair Market Value as promptly as possible, and the Transfer incident to the exercise of the Buyout Option shall be made within 15 days after such determination has been made. In making such determination, the appraiser shall value the LLC as a going concern and shall take into consideration (i) the transferability and liquidity of the Departing Member’s Interest, (ii) the fact that additional capital may be required, from time to time, in connection with the business of the LLC and (iii) the economic risk and liability associated with the ownership of such Interest. Absent manifest error, the appraiser’s determination of Fair Market Value shall be final and binding on all parties. The fees and expenses of any appraiser shall be paid by the LLC.