Common use of Death or Incapacity of a Non-Managing Member Clause in Contracts

Death or Incapacity of a Non-Managing Member. Upon the death or incompetency of an individual Non-Managing Member, such Non-Managing Member shall not be entitled to receive the fair value of his or her interest in the Company in accordance with Section 17-604 of the Delaware Act. Such Non-Managing Member’s executor, administrator, guardian, conservator or other legal representative may, however, exercise all of such Non-Managing Member’s rights for the purpose of settling such Non-Managing Member’s estate or administering such Non-Managing Member’s property, including exercising any applicable withdrawal rights under Article 4. Except as expressly provided in this Agreement, no other event affecting a Non-Managing Member (including bankruptcy or insolvency) shall in and of itself affect its obligations under this Agreement or affect the Company.