definiens: means, with respect to any assets or securities, the fair market value for such assets or securities, reflecting the amount that a willing buyer would pay to a willing seller in an a rm ’s length transaction occurring on the date of valuation, as determined in good faith by the Board of Managers i n its sole discretion, taking into account all relevant factor s determinative of value ; provided that the Fair Ma rket Value of any publicly traded securities listed on one or more national securities exchanges, the NASDAQ or a non - United States securities exchange of similar standi ng shall be the closing price as reported for such securities on the trading day immediately prior to the date of va luation, or if no sale occurred on such trading day, then the mean between the closing bid and ask prices on such exchange or market on such trading day ; provided f urther that any security that is publicly traded but is su bject to contractual or other restrictions on marke tability or transfer shall be valued at such discount from the foregoing value as the Board of Managers deems appr opriate, taking into account all restrictions on marketabili ty or transfer of such security . If either Party di sagrees with the Fair Market Value determined by the Board of Manage rs, such party may, within fifteen days after recei pt of such determination, deliver a notice ( an ) to the Company and the other Party . If neither Party delivers an Objection Notice within such 15 - d ay period, then the Fair Market Value determined by the Board of Managers shall be deemed final . The Party, which delivers the Objection Notice will retain, a t its expense, an independent accounting firm of recogniz ed national standing mutually acceptable to the oth er Party ( the ) to resolve any disagreements over the Fair Marke t Value . Such Firm shall be directed to render a determination within 30 days after its retention . T he determination of the Firm will be conclusive and binding upon the Parties