Property Value. For purposes of this Agreement and except as otherwise provided, “Property Value” shall mean the fair market value, as of the date of determination, of all of the assets of the Company, including, without limitation, the Property, without regard to any indebtedness secured thereby or any liens, claims and encumbrances upon such assets. The Property Value shall be determined by three appraisers licensed by the American Institute of Appraisers and experienced in appraising real estate similar to the Property, one of which shall be selected by each of the Class A Member and the Manager no later than ten (10) days following the Removal Date and the third of which to be selected by the two appraisers so selected no later than ten (10) days following the selection of such appraisers. In the event either such party fails to select an appraiser within the required period, then the other party shall select the second appraiser. In the event the two appraisers selected fail to select a third appraiser within the required period, then the Property Value shall be determined through the arbitration process provided by Article XIV. Within sixty (60) days after the final selection, the appraisers so selected shall each determine a Property Value as of the specified date and provide a report with respect thereto addressed and on behalf of the Class A Member and the Manager. The average of the two Property Values so determined that are closest in amount shall then be the Property Value for purposes of this Section 12.3(b). The Company shall pay all the costs of the appraisers.
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Sources: Limited Liability Company Agreement, Limited Liability Company Agreement