Appraised Net Asset Value. Means the value of the Company, after deducting all liabilities of the Company, as agreed to by Borrower and Lender, or if Borrower and Lender cannot agree on the value of the Company within a reasonable period of time, the value of the Company, after deducting all liabilities of the Company, determined as set forth herein. Each of Borrower and Lender shall within 30 days after the occurrence of an event giving rise to the determination of Appraised Net Asset Value appoint by notice a
... professional appraiser with significant experience in the appraisal of real estate and/or companies engaged in the real estate business in Russia (a "Qualified Appraiser"). The two Qualified Appraisers so appointed shall, within 30 days of their appointment, appoint a third Qualified Appraiser by notice to Borrower and Lender, and the three Qualified Appraisers shall determine the net proceeds that would have been received by the Company if the Company (i) sold all of its assets for cash at their then fair market value (less all costs and expenses of such sale, including closing costs, real estate brokerage commissions and fees, title premiums and escrow fees, reserves in respect of specified matters and legal and other expenses incident to such sale) and (ii) paid all of its liabilities. The value of the Company shall equal the average of the appraised values determined by each of the two Qualified Appraisers whose appraisals are closest to each other (or, if either of Borrower or Lender fails to promptly 2 appoint its Qualified Appraiser as provided above, the appraised value determined by the Qualified Appraiser appointed).
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