§428-702  Court action to determine fair
value of distributional interest.  (a)  In an action brought to determine
the fair value of a distributional interest in a limited liability company, the
court shall:



(1)  Determine the fair value of the interest, considering
among other relevant evidence the going concern value of the company, any
agreement among some or all of the members fixing the price, or specifying a
formula for determining the value of distributional interests for any purpose,
the recommendations of any appraiser appointed by the court, and any legal
constraints on the company's ability to purchase the interest;



(2)  Specify the terms of the purchase, including if
appropriate, terms for installment payments, subordination of the purchase obligation
to the rights of the company's other creditors, security for a deferred
purchase price, and a covenant not to compete or other restrictions on a
dissociated member; and



(3)  Require the dissociated member to deliver an
assignment of the interest to the purchaser upon receipt of the purchase price
or the first installment of the purchase price.



(b)  After an order to purchase is entered, a
party may petition the court to modify the terms of the purchase and the court
may do so if it finds that changes in the financial or legal ability of the
limited liability company or other purchaser to complete the purchase justify a
modification.



(c)  After the dissociated member delivers the
assignment, the dissociated member shall have no further claim against the
company, or its members, officers, or managers, if any, other than a claim to
any unpaid balance of the purchase price and a claim under any agreement with
the company or the remaining members that is not terminated by the court.



(d)  If the purchase is not completed in
accordance with the specified terms, the company is to be dissolved upon
application under section 428-801(4)(D).  If a limited liability company is so
dissolved, the dissociated member shall have the same rights and priorities in
the company's assets as if the sale had not been ordered.



(e)  If the court finds that a party to the
proceeding acted arbitrarily, vexatiously, or not in good faith, it may award
one or more other parties their reasonable expenses, including attorney's fees
and the expenses of appraisers or other experts, incurred in the proceeding. 
The finding may be based on the company's failure to make an offer to pay or to
comply with section 428-701(b).



(f)  Interest shall be paid on the amount
awarded from the date determined under section 428-701(a) to the date of
payment. [L 1996, c 92, pt of §1; am L 1999, c 164, §8]