definiens: means, with respect to any property, as of the date of determination, the cash price at whicha willing buyer would buy and a willing seller would sell, each being apprised of all relevant facts and neither actingunder compulsion, such property in an arm ’s length, negotiated transaction with an unaffiliated third party without timeconstraints, determined according to the procedure set forth below . The Members will mutually select an independentexpert who will provide a written determination of the requested valuation and such valuation will be binding upon theparties . If the Members fail to agree on an independent expert within [ * * ] days of the delivery of the request forvaluation, each of the Members will select an independent expert by written notice to the other Members . Theindependent experts so selected will meet and confer and attempt to agree on a valuation . If they reach suchagreement, their written determination will be binding on the Members . If the independent experts are unable to agreeupon a valuation within [ * * ] days of their appointment, and the highest valuation is less than [ * * ] percent ( [ * * ] % ) of thelowest valuation, the valuation will be deemed to be the average of the valuations and such valuation will be bindingon the Members . If the independent experts are unable to agree within [ * * ] days of their appointment, and the highestvaluation is greater than [ * * ] percent ( [ * * ] % ) of the lowest valuation, the independent experts will, within [ * * ] daysfollowing expiration of such [ * * ] -day period, select an additional independent expert . If the first independent expertscannot agree on an additional independent expert within such [ * * ] day period, the additional independent expert will bedesignated by the independent certified public accountants of the Company . The additional independent expert willmeet and confer with the first independent experts, but the decision of the independent expert whose valuation wastheSchedule 1 - 6 median amount will be binding on the Members . Such decision will be delivered in writing and state the reasonssupporting it