Retained TCI Assets Sample Clauses

Retained TCI Assets. If at the time any Offer is made pursuant to this Article 10 or any appraisal is being performed pursuant to Section 10.6 any Retained TCI Assets (as defined in the Contribution Agreement) have not been contributed to the Partnership pursuant to Section 11.10(c) of the Contribution Agreement or sold pursuant to Section 11.10(e) of the Contribution Agreement, then: (a) all values used in this Article 10 (including the Target Price, Liquidation Value, and appraised fair market value of each Business Asset) shall be determined and calculated as if such Retained TCI Assets were owned by the Partnership; and (b) if FHGLP purchases the Partnership Interest of TCI pursuant to this Article 10, all obligations of TCI under Section 11.10 of the Contribution Agreement with respect to such Retained TCI Assets (including obligations to contribute the Retained TCI Assets or the proceeds of their sale to the Partnership) shall survive the withdrawal of TCI from the Partnership upon the sale of its Partnership Interest.