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Company.
6.3. Involuntary Withdrawal. Immediately upon
the occurrence of an Involuntary Withdrawal, the
successor of the withdrawn Member shall thereupon
become an Interest Holder bu shall not become a Member.
If the Company is continued as provided in Section
7.1.3., the successor Interest Holder shall have all
the rights of an Interest Holder but shall not be
entitled to receive in liquidation of the Membership
Interest the fair market value of the Member’s
Membership Interest as of the date the Member
involuntarily withdrew from the Company.
6.4. Appraised Value.
6.4.1. The term “Appraised Value” means the
appraised value of the equity of the Company’s assets
as hereinafter provided. Within fifteen (15) days
after demand by either one or the other, the Company
and the Withdrawing Member shall each appoint an
appraiser to determine the value of the equity of the
Company’s Assets. If the two appraisers agree upon the
equity value of the Company’s assets, they shall joint-
ly render a single written report stating that value.
If the two appraisers cannot agree upon the equity
value of the Company’s assets, they shall each render a
separate written report and shall appoint a third
appraiser, who shall appraise the Company’s assets and
determine the value of the equity therein, and shall
render a written report of his or her opinion thereon.
Each party shall pay the fees and costs of the
appraiser appointed by that party, and the fees and
other costs of the third appraiser shall be shared
equally by both parties.
6.4.2. The equity value contained in the
joint written report of the initial appraisers or the
written report of the third appraiser, as the case may
be, shall by the Appraised Value; provided, however,
that if the value of the equity contained in the
appraisal report of the third appraiser is more than
the higher of the first two appraisals, the higher of
the first two appraisals shall govern; and provided,
further, that if the value of the equity contained in
the appraisal report of the third appraiser is less
than the lower of the first two appraisals, the lower
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Last modified: March 27, 2008