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decreased by any withdrawals made by it or <br />distributions made to it from the beginning of the <br />fiscal year in question to the Valuation Date. <br /> <br /> (vi) The fair market value of all real property <br />shall be substituted for its book value. The fair <br />market value of all real property shall be made by <br />three qualified, independent appraisers, one of whom <br />shall be chosen by the Transferring Partner (or its <br />successor in interest) and one of whom shall be chosen <br />by the Remaining Partner and the third of whom shall be <br />chosen by the other two, first chosen appraisers. At <br />least one such appraiser shall be a certified <br />appraiser. The appraisers shall be engaged to <br />determine the fair market value of such real property <br />and to furnish to each interested person or Partner a <br />statement showing their determination, together with <br />supporting items and computations within (i) thirty <br />days following the date of a Notice of Transfer given <br />pursuant to Section 7.1, (ii) five days following the <br />end of the fiscal year in which Notice of Withdrawal <br />pursuant to Section 7.2 is given, or (iii) forty-five <br />days following the date of death, the date of <br />expulsion, the date of adjudication of incompetency, <br />the occurrence of one of the events specified in <br />Section 7.3, or the date of determination of total <br />disability of a deceased, expelled, incompetent, <br />insolvent or disabled Partner, as the case may be. <br />Such determination by the appraisers shall be binding <br />upon the Partners and the personal and legal <br />representatives of a deceased, expelled, bankrupt, <br />insolvent, incompetent or disabled Partner. The 'cost <br />of such appraisals shall be borne equally by the <br />Partners. <br /> <br /> The accuracy of the books of account shall be assUmed, and a <br />formal audit thereof is hereby expressly waived. The certificate <br />of the Partnership Accountant with respect to the computation of <br />book value and the purchase price shall be binding and conclusive <br />upon all parties to this Agreement and upon any other person or <br />entity having or claiming to have any right or interest in the <br />Partnership Interest being purchased. ~ith respect to the <br />computation of the purchase price, the Partnership Accountant <br />shall state in its certificate what portion, if any, of such <br />purchase price is attributable to account receivable. <br /> <br /> 7.5 Closing. At the Closing, the Partner (or its successor <br />in interest) whose PartnershiD Interest is being transferred (the <br />"Transferring Partner") shall, concurrently with tender and <br />receipt of the applicable purchase price (whether the same be <br />received in cash, by certified or cashier's check, by promissory <br />note or otherwise, as hereinafter provided), deliver to the <br /> <br />13 <br /> <br /> <br />