Compensation of Deceased or Dissociated Members Sample Clauses

Compensation of Deceased or Dissociated Members. (1) If the death or dissociation of a member causes the dissolution and termination of the Company (as provided in Article 10 below or under the Act), a dissociated member, or the estate or legal representative of a deceased member, will be entitled to participate in the winding up and liquidation of the Company to the same extent as a member. (2) If the death or dissociation of a member does not cause the dissolution and termination of the Company, a dissociated member, or the estate or legal representative of a deceased member, will be entitled to buy- out compensation in an amount equal to the following: i. The capital account of the deceased or dissociated member, as of the date of death or dissociation, ii. Increased or decreased by the member’s share of Company profits or losses for the portion of the Company’s current fiscal year ending on the date of the member’s death or dissociation, iii. Increased by the fair market value of all Company assets as set forth in Section 8.2(c), iv. Decreased by any debt the dissociated member owed the Company as of the date of the date of dissociation but without acceleration of the payment of any other debts owed to the dissociated member by the Company, and
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Compensation of Deceased or Dissociated Members. (1) If the death or dissociation of a member causes the dissolution and termination of the Company (as provided in Article 10 below or under the Act), a dissociated member, or the estate or legal representative of a deceased member, will be entitled to participate in the winding up and liquidation of the Company to the same extent as a member. (2) If the death or dissociation of a member does not cause the dissolution and termination of the Company, a dissociated member, or the estate or legal representative of a deceased member, will be entitled to buy-out compensation in an amount equal to the following: The capital account of the deceased or dissociated member, as of the date of death or dissociation, Increased or decreased by the member’s share of Company profits or losses for the portion of the Company’s current fiscal year ending on the date of the member’s death or dissociation, Increased by the fair market value of all Company assets as set forth in Section 8.2(c), Decreased by any debt the dissociated member owed the Company as of the date of the date of dissociation but without acceleration of the payment of any other debts owed to the dissociated member by the Company, and Decreased by any damages sustained by the Company as a result of any expulsion or wrongful dissociation by a dissociated member. No allowance will be made for goodwill or other intangible assets except as those assets have been reflected in the Company books immediately prior to the death or dissociation of the member. (3) The fair market value of Company assets will be determined by: (a) agreement of the remaining members and the dissociated member or deceased member’s estate or legal representative (the “Parties”); (b) or if they cannot reach agreement, then by an independent appraiser. The fair market value of any assets will be reduced by the amount of liabilities encumbering any said assets on the specified valuation date. If an independent appraiser is required, the appraiser will be agreed upon and retained by the Parties within thirty (30) days of the date of death or dissociation. The appraiser will submit a copy of his or her written appraisal to the Parties within sixty (60) days of from the date the appraiser is retained. The dissociated member or deceased member’s estate or legal representative will pay the cost of the appraiser. In the event the Parties cannot reach agreement on the selection of an independent appraiser within thirty (30) days from the date of di...

Related to Compensation of Deceased or Dissociated Members

  • Dissociation of a Member The withdrawal, resignation, retirement, disability, expulsion, or bankruptcy of a member will terminate the membership of the member in the Company. Such a member will be deemed a “dissociated member.”

  • Death, Incompetency, or Bankruptcy of Member On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5, the successor in interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3. 8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company, the transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the Ownership Interests of the remaining Members, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member.

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