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If the Vendor and the directors are unable to agree a price within 28 days of the Transfer Notice being given or being deemed to have been given, the Sale Price will instead be the price which the Accountant shall certify to be in his opinion the Fair Value. If the Members cannot agree on the appointment of a Registered Auditor, then any Member may apply to the Institute of Chartered Accountants of England and Wales to make such appointment. The cost of such application shall be borne by the Members rateably according to the value of their Shares. In arriving at his opinion, the Accountant will value the Shares on a going concern basis as between a willing seller and a willing buyer, ignoring any reduction in value which may be ascribed to the Sale Shares by virtue of the fact that they represent a minority interest and on the assumption that the Sale Shares are capable of transfer without restriction. The decision of the Accountant as to the Sale Price shall be final and binding