Death or Disability of a Member. Upon the Disability or death of a Member, that Member will cease to be a member of the Fund and that disabled Member or the legal representative of that deceased Member’s estate (or the trustee of a living trust established by that deceased Member if that Member’s Interests have been transferred to a trust) will have the rights only of an assignee.
Death or Disability of a Member. In the event of the death or Disability of a Member, his or her Members Interests shall pass to the estate of such decedent. If the Manager is Axxxxx Xx, and such Person shall die or become Disabled, [Pxxxx Xxxxx] shall become the Manager in her place and stead.
Death or Disability of a Member. 8.1. Intentionally deleted.
Death or Disability of a Member. Upon the death or disability (as hereinafter defined) of any Member, the LLC may, but shall not be obligated to, purchase the interest of such Member. The purchase price for such interest shall equal the fair market value of such interest, as reasonably determined by agreement of (x) the legal representatives of the deceased or disabled Member and (y) a Majority in Number of the Voting Members. If such persons are unable to agree upon such fair market value, such value shall be determined by an independent appraiser, mutually acceptable to the legal representatives of the deceased or disabled Member and a Majority in Number of the Voting Members. For purposes of this Agreement, a Member shall be deemed to be disabled if he is unable, as a result of mental or physical incapacity, to render services to the LLC on a regular ongoing basis for a period of 180 days. The purchase price for the interest shall be paid in cash, or by delivery of a promissory note of the LLC, or some combination thereof, as the LLC may determine. Any such promissory note shall be unsecured, and shall provide for payment of equal annual installments over a term not to exceed four years, and shall bear interest at the then Applicable Federal Rate (as defined in Code Section 1274(d)) for a note with the maturity date of such promissory note. Such promissory note shall be prepayable by the LLC at any time without premium or penalty. The closing of a purchase pursuant to this Section 8.04 shall be held at the principal office of the LLC within 60 days after the date on which the purchase price for the interest is determined, but in no event more than one year after the date of death or the date on which the disabled Member is determined to be disabled, as applicable. The estate or legal representative of the deceased or disabled Member shall transfer to the LLC (or its designee) the entire interest of such Member in the LLC, free and clear of all liens, security interests and competing claims, and shall deliver to the LLC or its designee such instruments of assignment, transfer, releases and such evidence of due authorization, execution and delivery and of the absence of any liens, security interests or competing claims as the LLC shall reasonably request. Each Member shall execute and deliver at such closing such other instruments as shall be necessary, appropriate or convenient to effectuate such transfer.
Death or Disability of a Member. Upon the death or disability (as hereinafter defined) of any Member, the LLC may, but shall not be obligated to, purchase the interest of such Member. The purchase price for such interest shall equal the fair market value of such interest, as reasonably determined by agreement of (x) the legal representatives of the deceased or disabled Member and (y) a Majority in Number of the Voting Members. If such persons are unable to agree upon such fair market value, such value shall be determined by an independent appraiser, mutually acceptable to the legal representatives of the deceased or disabled Member and a Majority in Number of the Voting Members. For purposes of this Agreement, a Member shall be deemed to be disabled if he is unable, as a result of mental or physical incapacity, to render services to the LLC on a regular ongoing basis for a period of 180 days. The purchase price for the interest shall be paid in cash, or by delivery of a promissory note of the LLC, or some combination thereof, as the LLC may determine. Any such promissory note shall be unsecured, and shall provide for payment of equal annual installments over a term not to exceed four years, and shall bear interest at the then Applicable Federal Rate (as defined in Code Section 1274(d)) for a note with the maturity date of such promissory note. Such promissory note shall be prepayable by the LLC at any time without premium or penalty. The closing of a purchase pursuant to this Section 8.04 shall be held at the principal office of the LLC within 60 days after the date on which the purchase price for the interest is determined, but in no event more than one year after the date of death or the date on which the disabled Member is determined to be disabled, as applicable. The estate or legal representative of the deceased or disabled Member shall transfer to the LLC (or its designee) the entire interest of such Member in the LLC, free and clear of all liens, security interests and competing claims, and shall deliver to the LLC or its designee such instruments of assignment, transfer, releases and such evidence of due authorization, execution and delivery and of the absence of any liens, security interests or competing claims as the LLC shall reasonably request. Each Member shall execute and deliver at such closing such other instruments as shall be necessary, appropriate or convenient to effectuate such transfer.
