Valuation of Other Assets. The “Fair Market Value” of all other non-cash Liquidation Assets equals the fair value for such assets as between a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation as determined by the Board in good faith with consideration of all relevant factors determinative of value.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ardent Health Partners, LLC), Limited Liability Company Agreement (Ardent Health Partners, LLC)
Valuation of Other Assets. The “Fair Market Value” of all other non-cash Liquidation Assets equals assets shall mean the fair value for such assets as between a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation as determined by the Board in good faith with consideration of Board, taking into account all relevant factors determinative of valuevalue (giving effect to any transfer taxes payable or discounts in connection with such sale).
Appears in 1 contract
Samples: Securities Purchase Agreement (Sanchez Energy Corp)
Valuation of Other Assets. The “Fair Market Value” of all other non-cash Liquidation Assets equals assets shall mean the fair value for such assets thereof as between of the date of valuation as determined in good faith by the Board on the basis of an orderly sale to a willing willing, unaffiliated buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation as determined by the Board in good faith with consideration of valuation, taking into account all relevant factors determinative of valuevalue as the Board deems relevant (and giving effect to any transfer Taxestaxes payable or discounts in connection with such sale).
Appears in 1 contract
Samples: Limited Liability Company Agreement
Valuation of Other Assets. The “Fair Market Value” of all other non-cash Liquidation Assets equals assets shall mean the fair value for such assets as between a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation as determined by the Board in good faith with consideration of by the Manager, taking into account all relevant factors determinative of valuevalue (and giving effect to any transfer taxes payable or discounts in connection with such sale).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Viroment Capital, LLC)
Valuation of Other Assets. The “Fair Market Value” of all other non-cash Liquidation Assets equals assets shall mean the fair value for such assets thereof as between of the date of valuation as determined in good faith by the Board on the basis of an orderly sale to a willing willing, unaffiliated buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation as determined by the Board in good faith with consideration of valuation, taking into account all relevant factors determinative of valuevalue as the Board deems relevant (and giving effect to any transfer Taxes payable or discounts in connection with such sale).
Appears in 1 contract
Samples: Limited Liability Company Agreement
Valuation of Other Assets. The “"Fair Market Value” " of all other non-cash Liquidation Assets equals assets shall mean the fair value for such assets as between a willing buyer and a willing seller in an arm’s-arm's- length transaction occurring on the date of valuation as determined by the Board in good faith with consideration of by the Manager, taking into account all relevant factors determinative of valuevalue (and giving effect to any transfer taxes payable or discounts in connection with such sale).
Appears in 1 contract
Samples: Limited Liability Company Agreement