Common use of Total Value Clause in Contracts

Total Value. “Total Value” means, for purposes of Section 10.4, a hypothetical amount representing the Offering Member’s good faith estimate (at the time of delivering any Buy-Sell Notice) of the total cash value of the Company, after liquidation of all assets and (i) payment or reservation for payment of all liabilities to third parties (including, without limitation, all mortgage indebtedness or other indebtedness of the Company); and taking into account (ii) accruals and reserves related to such indebtedness, a statement of which shall be included in the written estimate; and (iii) plus or minus, as the case may be, net prorations for revenues, expenses and other items related to the Company and its Subsidiaries, which prorations shall be determined in the manner provided under the Contribution Agreement unless otherwise mutually agreed to by the Members.

Total Value. “Total Value” means, for purposes of Section 10.4, a hypothetical amount representing the Offering Member’s good faith estimate (at the time of delivering any Buy-Sell Notice) of the total cash value of the Company, after liquidation of all assets and (ia) payment or reservation for payment of all liabilities to third parties (including, without limitation, all mortgage indebtedness or other indebtedness of the Company); and taking into account account; (iib) accruals and reserves related to such indebtedness, a statement of which shall be included in the written estimate; and (iiic) plus or minus, as the case may be, net prorations for revenues, expenses and other items related to the Company and its Subsidiariesthe TRS SUB, which prorations shall be determined in the manner provided under the Contribution Agreement unless otherwise mutually agreed to by the Members.

Total Value. “Total Value” means, for purposes of Section 10.4, a hypothetical amount representing the Offering Member’s good faith estimate (at the time of delivering any Buy-Sell Notice) of the total cash value of the Company, after liquidation of all assets and (ia) payment or reservation for payment of all liabilities to third parties (including, without limitation, all mortgage indebtedness or other indebtedness of the Company); and taking into account account; (iib) accruals and reserves related to such indebtedness, a statement of which shall be included in the written estimate; and (iiic) plus or minus, as the case may be, net prorations for revenues, expenses and other items related to the Company and its SubsidiariesCompany, which prorations shall be determined in the manner provided under the Contribution Agreement unless otherwise mutually agreed to by the Members.