8.5.2 If members have not assessed the interests of the deceased member in the previous two years, the value of each member`s shares in the corporation at the time of death is determined first by mutual agreement between the surviving members and the personal representative of the deceased member`s estate. If the parties are unable to agree on the value within 30 days of the appointment of the deceased member`s personal representative, the surviving members and the personal representative will be required to select a qualified evaluator within 30 days. The selected appraisers must endeavour to determine the value of the shares held by the fraudster at the time of death, solely on the basis of their assessment of the total value of the company`s assets and the amount the fraudster would have received if, on that date, the company`s assets had been sold for an amount corresponding to its fair market value and the proceeds (after payment of all the company`s obligations) had been distributed in the manner provided for. The valuation cannot take into account and discounts for the sale of a minority stake in the company. If the evaluators cannot agree on the value within 30 days of the selection, both reviewers must select a third evaluator within 30 days. The value of the fraudster`s interest in the company and the purchase price will be the average of the two valuations closest to each other. This amount is final and binding on all parties and their respective beneficiaries, the beneficiaries of the transfer and the representatives. The expenses and expenses of the third evaluator, as well as the expert`s expenses and expenses withheld by the deceased but unpaid member`s estate, are deducted from the purchase price paid for the deceased member`s interest in society. 1. The assignor and assignee holds and provides the company with the documents and promotional instruments that the company`s legal counsel deems necessary or appropriate to carry out the transfer and to confirm the consent of the licensed assignee to be bound by the provisions of this agreement; and changes – This document is the only agreement between members of society and replaces any oral or written agreement between members. It cannot be replaced, amended or amended in any way without the agreement of the members of society who have accepted and approved the agreement. If a provision of this agreement is considered legally unenforceable, this provision will only be covered by the agreement, so that the rest of the agreement will remain in force.
Litigation – In the event of a dispute between members regarding this enterprise agreement or a business case, the dispute is settled by arbitration proceedings under the rules of the American Arbitration Association. The arbitration or conciliation service that hears the dispute is agreed by the members prior to the proceedings. Arbitration/mediation costs are the responsibility of the company. If the dispute cannot be resolved through arbitration, the case may be brought before a court with jurisdiction over the matter.