(c) If the price and other terms of a purchase of a distributional interest
are fixed or are to be determined by the operating agreement,
the price and terms so fixed or determined govern the purchase unless the
purchaser defaults. If a default occurs, the dissociated member is
entitled to commence a proceeding to have the company dissolved under Section
(d) If an agreement to purchase the distributional interest is not made
within 120 days after the date determined under subsection (a) of this Section,
dissociated member, within another 120 days, may commence a proceeding against
the limited liability company to enforce the purchase. The company at
its expense shall notify in writing all of the remaining members, and any other
person the court directs, of the commencement of the proceeding. The
jurisdiction of the court in which the proceeding is commenced under this
subsection (d) is plenary and exclusive.
(e) The court shall determine the fair value of the distributional interest
in accordance with the standards set forth in Section 35-65 together with
the terms for the purchase. Upon making these determinations, the court shall
order the limited liability company to purchase or cause the purchase
of the interest.
(f) Damages for wrongful dissociation under Section 35-50, and all other
amounts owing, whether or not currently due, from the dissociated member to a
limited liability company, must be offset against the purchase price.
(Source: P.A. 90-424, eff. 1-1-98.)