definiens: shall mean the amount of cash and fair market value ofproperty that would be received by the holder of the Interest or interest therein to be sold hereunder if the assetsof the Company were sold for their fair market value as of the date of determination of the Fair Market Value, alldebts, liabilities and obligations of the Company were fully paid and satisfied or adequate provision was madetherefor, and all remaining assets of the Company were distributed to the Members in accordance withSection 9.2.3 . The Person whose Interest or interest therein is to be sold hereunder ( the ) and the Personpurchasing such Interest or interest therein ( whether one or more, the ) shall attempt to agree on theFair Market Value of the Interest or interest therein to be sold . If the Purchaser and the Seller are unable to agreeon such Fair Market Value within ten 10 days after notice is given by the Purchaser or the Seller requesting suchan agreement as to Fair Market Value ( the date on which such notice is given being referred to herein as ( the ), Fair Market Value shall be determined by a qualified independent appraiser, selected as follows : within 20 days after the Notice Date, the Purchaser shall designate one qualified independent appraiser and theSeller shall designate another qualified independent appraiser . The two qualified independent appraisers shalljointly appoint a third qualified independent appraiser . The third qualified independent appraiser shall determinethe Fair Market Value of the Interest or interest therein to be sold as provided herein . The fees and expenses ofsuch third qualified independent appraiser shall be borne equally by the Purchaser and the Seller . Fair MarketValue shall be determined as of a date as near as reasonably practicable to the date of the occurrence of theevent that results in the sale of the Interest or interest therein hereunder