Common use of Valuation of Company Interest Clause in Contracts

Valuation of Company Interest. If the remaining Members (or the Company) elect to liquidate the Membership Interest of a dissociated Member, negotiations shall be undertaken between (a) the remaining Members (or the Company) and (b) the dissociated Member or the personal representative of the dissociated Member to establish the value of the dissociated Member's Membership Interest. If the parties are not able to reach agreement as to the value of the dissociated Member's Membership Interest within ninety (90) days after the remaining Members give notice of their election to liquidate the Membership Interest of the dissociated Member, then the value of such Membership Interest shall be determined as hereinafter provided. The remaining Members, as a group (or the Company), and the dissociated Member or the dissociated Member's personal representative, shall forthwith each appoint an appraiser who, in turn, shall jointly appoint an arbitrator. The appraisers shall submit to the arbitrator their separate appraised values of the dissociated Member's Membership Interest based upon whatever methods of valuation each appraiser considers most appropriate to reflect the fair market value. The arbitrator, in his sole discretion, shall choose one of the appraised values, or any value in between the two appraised values, as the value of the dissociated Member's Membership Interest. Such determination shall be binding upon all parties, provided, however, that the remaining Members (or the Company) may withdraw their election to liquidate the Membership Interest of a dissociated Member at any time. The dissociated Member or the dissociated Member’s Personal Representative and the remaining Members (or the Company) shall each pay the costs of the appraisers they appoint, and the costs of the arbitrator shall be paid one half (1/2) by the dissociated Member and one half (1/2) by the remaining Members (or the Company.

Valuation of Company Interest. If the remaining Members (or the Company) elect to liquidate the Membership Interest of a dissociated withdrawn Member, negotiations shall be undertaken between (a) the remaining Members (or the Company) and (b) the dissociated withdrawn Member or the personal representative of the dissociated withdrawn Member to establish the value of the dissociated withdrawn Member's Membership Interest. If the parties are not able to reach agreement as to the value of the dissociated withdrawn Member's Membership Interest within ninety (90) days after the remaining Members give notice of their election to liquidate the Membership Interest of the dissociated withdrawn Member, then the value of such Membership Interest shall be determined as hereinafter provided. The remaining Members, as a group (or the Company), and the dissociated withdrawn Member or the dissociated withdrawn Member's personal representative, shall forthwith each appoint an appraiser who, in turn, shall jointly appoint an arbitrator. The appraisers shall submit to the arbitrator their separate appraised values of the dissociated withdrawn Member's Membership Interest based upon whatever methods of valuation each appraiser considers most appropriate to reflect the fair market value. The arbitrator, in his sole discretion, shall choose one of the appraised values, or any value in between the two appraised values, as the value of the dissociated withdrawn Member's Membership Interest. Such determination shall be binding upon all parties, provided, however, that the remaining Members (or the Company) may withdraw their election to liquidate the Membership Interest of a dissociated withdrawn Member at any timetime and instead elect to proceed with dissolution. The dissociated Withdrawn Member or the dissociated Withdrawn Member’s Personal Representative and the remaining Members (or the Company) shall each pay the costs of the appraisers they appoint, and the costs of the arbitrator shall be paid one half (1/2) by the dissociated Withdrawn Member and one half (1/2) by the remaining Members (or the Company).

Valuation of Company Interest. If the remaining Members (or the Company) elect to liquidate the Membership Interest of a dissociated withdrawn Member, negotiations shall be undertaken between (a) the remaining Members (or the Company) and (b) the dissociated withdrawn Member or the personal representative of the dissociated withdrawn Member to establish the value of the dissociated withdrawn Member's Membership Interest. If the parties are not able to reach agreement as to the value of the dissociated withdrawn Member's Membership Interest within ninety (90) days after the remaining Members give notice of their election to liquidate the Membership Interest of the dissociated withdrawn Member, then the value of such Membership Interest shall be determined as hereinafter providedprovided below. The remaining Members, as a group (or the Company), and the dissociated withdrawn Member or the dissociated withdrawn Member's personal representative, shall forthwith each appoint an appraiser who, in turn, shall jointly appoint an arbitrator. The appraisers shall submit to the arbitrator their separate appraised values of the dissociated withdrawn Member's Membership Interest based upon whatever methods of valuation each appraiser considers most appropriate to reflect the fair market value. The arbitrator, in his sole discretion, shall choose one of the appraised values, or any value in between the two appraised values, as the value of the dissociated withdrawn Member's Membership Interest. Such determination shall be binding upon all parties, provided, however, that the remaining Members (or the Company) may withdraw their election to liquidate the Membership Interest of a dissociated withdrawn Member at any time. The dissociated Withdrawn Member or the dissociated Withdrawn Member’s Personal Representative and the remaining Members (or the Company) shall each pay the costs of the appraisers they appoint, and the costs of the arbitrator shall be paid one half (1/2) by the dissociated Withdrawn Member and one half (1/2) by the remaining Members (or the Company).

Valuation of Company Interest. If the remaining Members (or the Company) elect to liquidate the Membership Interest of a dissociated withdrawn Member, negotiations shall be undertaken between (a) the remaining Members (or the Company) and (b) the dissociated withdrawn Member or the personal representative of the dissociated withdrawn Member to establish the value of the dissociated withdrawn Member's Membership Interest. If the parties are not able to reach agreement as to the value of the dissociated withdrawn Member's Membership Interest within ninety (90) days after the remaining Members give notice of their election to liquidate the Membership Interest of the dissociated withdrawn Member, then the value of such Membership Interest shall be determined as hereinafter provided. The remaining Members, as a group (or the Company), and the dissociated withdrawn Member or the dissociated withdrawn Member's personal representative, shall forthwith each appoint an appraiser who, in turn, shall jointly appoint an arbitrator. The appraisers shall submit to the arbitrator their separate appraised values of the dissociated withdrawn Member's Membership Interest based upon whatever methods of valuation each appraiser considers most appropriate to reflect the fair market value. The arbitrator, in his sole discretion, shall choose one of the appraised values, or any value in between the two appraised values, as the value of the dissociated withdrawn Member's Membership Interest. Such determination shall be binding upon all parties, provided, however, that the remaining Members (or the Company) may withdraw their election to liquidate the Membership Interest of a dissociated withdrawn Member at any time. The dissociated Withdrawn Member or the dissociated Withdrawn Member’s Personal Representative and the remaining Members (or the Company) shall each pay the costs of the appraisers they appoint, and the costs of the arbitrator shall be paid one half (1/2) by the dissociated Withdrawn Member and one half (1/2) by the remaining Members (or the Company).