Common use of Compensation of Deceased or Dissociated Members Clause in Contracts

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

Appears in 38 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement

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