Death or Incapacity of Member Sample Clauses

Death or Incapacity of Member. The death, incompetency, withdrawal, expulsion, bankruptcy or dissolution of a Member, or the occurrence of any other event which terminates the continued membership of a Member in a Series of the Company, shall not, in and of itself, cause a dissolution of such Series or of the Company. Upon the occurrence of such event, the rights of such Member to share in the Net Income and Net Loss of such Series of the Company, to receive distributions from such Series of the Company and to assign an interest in such Series of the Company pursuant to Section 14 below shall, on the happening of such an event, devolve upon such Member’s executor, administrator, guardian, conservator, or other legal representative or successor, as the case may be, subject to the terms and conditions of this Agreement, and the Company or such Series of the Company shall continue as a limited liability company or a Series thereof. However, in any such event, such legal representative or successor, or any assignee of such legal representative or successor shall be admitted to the Company or such Series of the Company as a Member only in accordance with and pursuant to all of the terms and conditions of Section 14 hereof.
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Death or Incapacity of Member. Upon the death or incapacity of a Member, such Member’s Membership Interests shall be deemed offered to the remaining Members, pro rata, relative to the Percentage Interest held by such Members, at the Enterprise Value set forth in Section 11.7 below. In the event a remaining Member does not accept such Member’s pro rata portion of such offer, such Member’s portion of the Membership Interests shall be offered to the other remaining Members. In the event that any Membership Interests shall remain unallocated, such Membership Interests shall be offered to the Company. In the event that any Membership Interests shall yet remain unallocated, such Membership Interests may be offered to a third party upon the terms and conditions set forth in this Agreement, or they may be distributed pursuant to the laws of descent or by trust to the heirs of the deceased or incapacitated Member. In either case, the Transferee shall succeed to the Member’s Transferable Interest, with all of the rights associated with the Member’s Transferable Interest; however, the Transferee shall not become a Member and shall not have the right to: (i) become a Member; (ii) exercise any Membership Rights; or (iii) act as an agent of the Company. Instead, the deceased or incapacitated Member’s Membership Rights, which would have been transferred if such Membership Interests were transferred to a Member, shall be distributed to the remaining Members in proportion to their Membership Interests. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a Member of the Company in order to assure that adequate funds will be available for the purchase of such Member’s Membership Interest upon his death or incapacity.
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Death or Incapacity of Member. In the event of the death or incapacity of any Member, his legal representative shall have the status of an assignee of the interest of such Member unless and until the Managing Member shall permit such legal representative to become a Substitute Member on the same terms and conditions as herein provided for assignees generally. The Company shall not be dissolved upon the death of a Member. In the event that a Member shall transfer or assign his interest in the Company as provided herein and the transferee or assignee does not become a Substitute Member in accordance with Section 7.2, then such transferee or assignee shall have the right to receive the same share of the profits and losses of and distribution from the Company to which the transferor or assignor Member would have been entitled if no such transfer or assignment had occurred; provided, however, that any such transferee or assignee shall not have any of the other rights of a Member under this Agreement.
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Death or Incapacity of Member. The Member hereby agrees that this Agreement and all the terms hereof shall be binding upon them and their estate, heirs, executors, administrators, personal representatives, successors and assigns. This Agreement shall cover individually and collectively all accounts, joint, single or in a fiduciary capacity, which are held by JN Bank for them. This Agreement shall be applicable to all existing transactions between JN Bank and the Member as well as all future transactions in the nature contemplated herein and shall remain in effect irrespective of any interruptions in the business relations of the Member with JN Bank. Neither death nor incapacity of the Member will revoke an order to withdraw or transfer funds from the account until JN Bank has actual knowledge of the fact of death or of an adjudication of incapacity by an appropriate court of law and has reasonable opportunity to act on such knowledge.
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Death or Incapacity of Member. If a MEMBER dies or becomes incapable (the "Incapacitated MEMBER") of per- forming duties that the MEMBERSHIP is required to perform as a director or officer or as otherwise imposed by this Agreement by reason of sickness, injury, mental or physical incapacity ("Incapacity") and it appears as though the Incapacitated MEMBER will not recover so as to be able to perform those duties within 90 days of the Incapacity:
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Death or Incapacity of Member. The value for the Membership Interest purchased by the Company shall be paid at the offices of the Company in Louisville, Kentucky, within 180 days after the date of death or appointment of a legal guardian of the deceased or incapacitated Member, and upon delivery to the Company of the certificates for such Membership Interest in form satisfactory to the Company, free and clear of all claims, liens and encumbrances of any nature whatsoever. At the closing, the Company shall pay the purchase price (x) if to the personal representative of a deceased Member, by delivery of the proceeds from any life insurance policies owned by the Company on the life of the deceased Member in an amount not to exceed the value, or if to the legal guardian of an incapacitated Member, by delivery of a certified or official bank check in an amount equal to 20% of the purchase price, and the balance, if any, to the personal representative of a deceased Member or to the legal guardian of an incapacitated Member, at the option of the Company, (y) in full, by delivery of a certified or official bank check, or (z) by issuance of a 5-year negotiable promissory note providing for the payment of the remaining principal amount in 20 consecutive equal quarterly installments commencing 90 days after issuance of the note, together with interest on the unpaid principal balance, payable quarterly, computed from the date of the closing at the Prime Rate.
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Death or Incapacity of Member. (a) Upon the death or Incapacity of any Member (such Member, the “Deceased Member”), the Deceased Member’s estate shall receive the economic interests only associated with the Deceased Member’s Units and have the obligations resultant from ownership of the Deceased Member’s Capital Interest Percentage, if any. For the avoidance of doubt, as of the date of the death or Incapacity of the Deceased Member, the Deceased Member’s estate shall not be a Manager or otherwise retain any rights that the Deceased Member had as a Manager, if any. “Incapacity” shall mean the inability to understand one’s actions in executing a document or entering into an agreement.
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Related to Death or Incapacity of Member

  • Death or Incapacity If the Executive’s employment is terminated by reason of the Executive’s death or Incapacity during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) timely payment of Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination and (ii) provision by the Company of death benefits or disability benefits for termination due to death or Incapacity, respectively, in accordance with Section 3(b)(iii) as in effect at the Operative Date or, if more favorable to the Executive, at the Executive’s Date of Termination.

  • Death or Incompetence You agree to notify us promptly in writing if any account holder or other person with a right to withdraw funds from your account dies or becomes legally incompetent. We may continue to honor all instructions and funds transfer requests from such a person until: (a) we know, with reasonable certainty, of the death or legal incompetence of an account holder or other person with a right to withdraw funds, and (b) we have had a reasonable opportunity to act on that knowledge. You agree that we may honor funds transfers requested or initiated on or before the date of death or legal incompetence of an account holder or other person with a right to withdraw funds for up to ten (10) days after we determine that death or legal incompetence occurred, unless we are ordered to stop payment by someone with or claiming a legitimate interest in the account. We may require a reasonable proof of death or adjudication of incompetence. Until we receive notice and any required proof of death or incompetence, we may act as if all account holders and other persons with a right to withdraw funds are alive and competent. We may restrict access to your account upon notice of your death or legal incompetence until the appropriate documentation is provided to us by your executor, administrator or legal representative. Where a Joint Account owner dies, we may require the surviving Joint Account owner to provide us with certain documentation satisfactory to us before we will release the remaining funds in a Joint Account. Transferring Account Ownership. You may not transfer, assign or pledge any account without our Disputed Ownership of an Account. If we receive any conflicting instructions or claims to funds that are in an account, we may, in our sole discretion: (a) restrict the account and deny access to the funds; (b) hold the funds without liability to anyone until the conflicting claims are resolved to our satisfaction; (c) close the account and send the funds to the owner(s) of the account at the address on our records; and/or (d) refer the matter to an appropriate court or arbitrator for judgment or decision. (See also the “Dispute Resolution” section at the end of this agreement.) If we are notified of a dispute, we do not have to decide if the dispute has merit before we take further action. We may take these actions without any liability and without advance notice, unless required by applicable law. Levies and Garnishments. We must comply if we are served with any notice of garnishment or attachment, tax levy, injunction, restraining order, subpoena, or other legal process relating to your account. We may charge a legal process fee and may assess this fee against any account you maintain with us, including the account that is subject to the legal process. Levies and garnishments are subject to our right of set-off and security interests to the fullest extent permitted by applicable law. CLOSING OR FREEZING ACCOUNTS, INACTIVE ACCOUNTS Closing or Freezing Accounts. We may, at any time and without notice to you, close your account and terminate this agreement as to that account (except for those provisions of this agreement that are intended to survive account closing and termination) or freeze your account (close your account to further deposits, withdrawals, funds transfers and other account activity), if we believe the account was used in a manner that is inconsistent with the terms of this agreement; for example, by:

  • Disability of Member Upon the disability of a Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed.

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

  • Termination Upon Death or Permanent Disability This Agreement shall be automatically terminated on the death of Executive or on the permanent disability of Executive if Executive is no longer able to perform in all material respects the usual and customary duties of Executive’s employment hereunder. For purposes hereof, any condition which in reasonable likelihood is expected to impair Executive’s ability to materially perform Executive’s duties hereunder for a period of three months or more shall be considered to be permanent.

  • Death of Member Upon the death of the Member, the Company shall be dissolved. By separate written documentation, the Member shall designate and appoint the individual who will wind down the Company’s business and transfer or distribute the Member's Interests and Capital Account as designated by the Member or as may otherwise be required by law.

  • Death or Permanent Disability If Grantee shall die or become permanently disabled while employed by the Company or one of its affiliates, this Option shall expire one (1) year after the date of such death or permanent disability. During such period after death, Grantee's legal representative or representatives, or the person or persons entitled to do so under Grantee's last will and testament or under applicable interstate laws, shall have the right to exercise this Option as to only the number of shares to which Grantee was entitled to purchase on the date of his/her death.

  • 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.”

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