Valuation of Units. The “Fair Market Value” of each Unit means the fair value of such Unit determined in good faith by the Board based on the portion of the Total Equity Value to which each Unit would be entitled upon a liquidation of the Company pursuant to Section 8.5, but assuming an all-cash sale without any adjustment on account of any lack of liquidity, minority discount, lack of control and/or restriction on transferability of any securities or any other comparable valuation discounts.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (American Healthcare REIT, Inc.), Limited Liability Company Agreement (Griffin-American Healthcare REIT III, Inc.)