Common use of VALUATION OF ASSETS AND LIABILITIES Clause in Contracts

VALUATION OF ASSETS AND LIABILITIES. Whenever a valuation of securities or other assets is required under this Agreement, the fair market value (“Fair Market Value”) of such securities or other instruments shall be the fair market value thereof as reported by the Master Partnership to the Onshore Partnership (which typically will be determined in accordance with U.S. generally accepted accounting principles and as set forth in the Memorandum), unless otherwise determined by the General Partner in good faith.