Resolution of Valuation Disputes. In the event of any disagreement between or among those Members that have the right to agree on the Fair Market Value of each Unit pursuant to the last sentence of Section 1 of this Exhibit D (each, an “FMV Participating Member” and collectively, the “FMV Participating Members”):
Resolution of Valuation Disputes. In the event the Admittee disagrees with the Fair Market Value of the repurchased Units as determined by the Managing Member, the Fair Market Value of the Units shall be established by two independent, professional appraisers, one of whom is selected by the Admittee, and one of whom is selected by the Company. Each party agrees to select its appraiser within 10 days after the Company notifies the Admittee that it is exercising its purchase option under this Section 2 (the “Notice of Repurchase”). Such appraisers shall be instructed to render their decision within 60 days of the date of the Notice of Repurchase. If the appraisers selected by Admittee and the Company cannot agree within such 60-day period, then (A) in the case where the higher of the two prices established by the two appraisers is less than 110 % of the lower of the two prices, the Fair Market Value shall be the average of the two prices, and (B) in all other cases, the two appraisers shall select a third appraiser (the “Third Appraiser”) who shall determine the Fair Market Value of the repurchased Units and who shall render his decision no later than 90 days after the date of the Notice of Repurchase. Each party shall pay the expenses of such party’s selected appraiser. The expenses of the Third Appraiser shall be borne equally by the Admittee and the Company.
