Deemed Fair Value definition

Deemed Fair Value means the price which, if paid for all of the Partnership’s assets, would produce net proceeds after payment of the Partnership’s liabilities (limited, in the case of nonrecourse liabilities, to the fair market value of the assets securing those liabilities) which, if distributed to the applicable Partner pursuant to Section 11.02(c)(iii) with respect to that portion of such Partner’s aggregate Interest being Transferred, would equal the applicable purchase price payable to such Partner in connection with any Drag-Along Sale or Tag-Along Sale, as applicable.

Deemed Fair Value means (i) in the case of a Tag-Along Transfer, the price which, if paid for all of the Company’s assets and liabilities and if distributed pursuant to Section 7.03 (after all allocations of income, gain, loss and deduction have been made to the Capital Accounts of the Members pursuant to Section 5.03), would produce proceeds distributable to the Transferring Member with respect to that portion of its Membership Units being transferred in such Transfer equal to the purchase price being offered for such Membership Units in the proposed Transfer and (ii) in the case of a Sale Transaction, the price which, if paid for all of the Company’s assets and liabilities and if distributed pursuant to Section 7.03 (after all allocations of income, gain, loss and deduction have been made to the Capital Accounts of the Members pursuant to Section 5.03), would produce proceeds distributable to the Majority Member with respect to that portion of its Units being transferred in such Sale Transaction equal to the price to be paid for such Membership Units in such Sale Transaction. For the avoidance of doubt, in the event TRP is the Transferring Member in clause (i) above or the Majority Member in clause (ii) above, the Deemed Fair Value shall be calculated by reference to the price of the Membership Units held by TRP and not to the price or value of its own equity securities.

Deemed Fair Value means (i) for purposes of Section 7.3, the amount that, if paid for all of the Company’s assets, after reduction for all of the Company’s liabilities, would yield a distribution to the Drag-Along Holders pursuant to Section 12.2 with respect to their Drag-Along Units equal to the purchase price at which such Units are proposed to be sold in the Drag-Along Sale and (ii) for purposes of Section 7.4, the amount that, if paid for all of the Company’s assets, after reduction for all of the Company’s liabilities, would yield a distribution to the Selling Member pursuant to Section 12.2 with respect to the Class B Units proposed to be sold in the Tag-Along Sale equal to the purchase price at which such Units are proposed to be sold in the Tag-Along Sale.

More Definitions of Deemed Fair Value

Deemed Fair Value means an amount that, if paid for all of the Company’s assets, after reduction for all of the Company’s liabilities, would yield a distribution to an Initiating Member pursuant to Section 13.3(b) equal to the price at which Units are proposed to be sold pursuant to a Co-Sale.