(a)Determination and assessment. In a fair value proceeding commenced under § 48-249-1113, the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against the PLLC. Notwithstanding this subsection (a), the court may assess those costs in an amount the court determines to be equitable against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), if the court determines that such person acted arbitrarily, vexatiously or not in good faith in refusing to accept the PLLC’s offer.
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Terms Used In Tennessee Code 48-249-1114

  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Financial rights: means a member's or holder's rights to:
    (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • Membership interest: means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights. See Tennessee Code 48-249-102
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
(b)Other fees and expenses. The court may also:

(1) Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or
(2) Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC.
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