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

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

(2)  Specify the terms of the purchase, including ifappropriate, terms for installment payments, subordination of the purchase obligationto the rights of the company's other creditors, security for a deferredpurchase price, and a covenant not to compete or other restrictions on adissociated member; and

(3)  Require the dissociated member to deliver anassignment of the interest to the purchaser upon receipt of the purchase priceor the first installment of the purchase price.

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

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

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

(e)  If the court finds that a party to theproceeding acted arbitrarily, vexatiously, or not in good faith, it may awardone or more other parties their reasonable expenses, including attorney's feesand 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 tocomply with section 428-701(b).

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