definiens: of the potential JVCO means theaggregate equity value of the potential JVCO ( assuming for the purposes of such determination that JVCO was formedpursuant to Section 3.2(b ) above, including, without limitation, assuming the cancellation of the Notes in connection withsuch formation ) that a willing buyer would pay a willing seller in an arms'‑length transaction to acquire JVCO, assuming thatJVCO was being sold in a manner designed to maximize bids, when neither the buyer nor the seller was acting undercompulsion and when both have reasonable knowledge of the relevant facts, without any control premiums or illiquidity orminority interest discounts . [COMPANY] and [COMPANY] G&P shall negotiate in good faith for a period of 20 days from the date of theevent giving rise to the need for a determination of Fair Value to try to determine the Fair Value of potential JVCO