Disability of a Member. (1) In the event of a disability of a member (as defined below), the member (“Affected Member”) will be deemed to have granted the Company and the other members an option to purchase the disabled member’s interest for the value as determined in Article 8.2 of this Agreement, as of the date of disability. Notice of the disability determination will be given to the disabled member as provided in Article 11 of this Agreement. In the event the other members or the Company do not elect to acquire the disabled member’s interest, the Affected Member will, as of the date of disability, (1) automatically cease to be a member (as that term is used in this Agreement and under the Act), and (2) have only the rights of an assignee in accordance with the Act.
(2) A member will have a “Disability” if the member has a physical and/or mental condition which prevents him or her from effectively and actively carrying out his or her duties and obligations under this Agreement. A member will be deemed to have a Disability if the Affected Member and other members collectively holding more than that he or she has a Disability. fifty percent ( 50% ) ownership interests in the Company agree
(3) In the absence of such an agreement, a member may notify another member that they believe the Affected Member to have a Disability. Within thirty (30) days of the notice, a board of three (3) qualified physicians (by a majority vote) will determine whether or not in their opinion the Affected Member has a disability. The determination will be made in writing and delivered to the Company and the Affected Member. three (3) qualified physicians will be selected in the following manner: The Affected Member and the other members collectively holding more than fifty _ percent ( 50% _) ownership interest in the Company will each select one physician within _ten (10) days after the receipt of the notice, and the two physicians selected will select a third physician. If the Affected Member fails to select a physician within ten (10) business days after notice is given, the other members will select a physician. If the other members fail to select a physician within ten (10) _ business days after notice is given, the Affected Member will select a physician. If the two physicians selected fail to agree on a third physician within ten (10) days, then a Judge of the city or county court of the jurisdiction where the Company’s primary office is located will select a third physician. The Affected Member a...
Disability of a Member. 15.1 The disability of a Member shall not result in the dissolution of the Company. A Managing Member who becomes disabled (i.e. unable to carry on his or her duties as Manager due to a medically diagnosed illness or condition) shall be replaced by majority vote in interest of the remaining Members. Alternatively, the position of the disabled Managing Member may be left vacant if so determined by majority vote in interest of the remaining Members.
Disability of a Member. (a) Upon the Disability of a Member (as defined in Section 22(e)(3) of the Code) the Manager shall have the right, within one hundred twenty (120) days after the date of the occurrence of the Disability of the Member to designate a Transferee to whom the disabled Member must sell the Membership Interest owned by such deceased Member or, if such disabled Member is not able to comprehend the nature of such a transfer, his or her spouse, if any, or his or her guardian or conservator, if such be appointed, must sell the Membership Interest owned by such disabled Member to the designated Transferee. The Manager shall deliver notice to the disabled Member, or his or her spouse, guardian or conservator, of its designation of the Transferee. Upon the receipt of such notice, the disabled Member or his or her spouse, guardian or conservator shall, within ninety (90) days after receiving said notice, sell the Membership Interest of the disabled Member to the designated Transferee upon receipt of payment of the purchase price for the Interest as defined in Section 7.08 below.
(b) Upon the purchase of the Membership Interest of the disabled Member, the Transferee shall immediately become a Member of the Company with all of the voting rights, rights in distributions (liquidating or otherwise) and allocation of profits, losses, gains, deductions and credits of the Company.
Disability of a Member. (a) Upon the occurrence of a Disability Event, the trustee, personal representative, executor, administrator, guardian, conservator or legal representative of the Disabled Member may exercise all of his rights for the purpose of settling his estate or administering his property, including any power the Disabled Member had to assign his Membership Interest to an assignee.
(b) The estate of the Disabled Member shall nevertheless continue to be liable for all his obligations as a Member.
Disability of a Member. The Firm does not provide disability insurance for its Members and it is anticipated that each Member will obtain such insurance protection as the Members sees fit. If a Member becomes disabled, the disabled Member will receive an amount equal to the Member's normal Profit allocation and Cash Flow distributions for a period of nine (9) months from the date such Member becomes disabled (the "Disability Date"). If after a period of nine (9) months from the Disability Date, the Member is unable to resume his or her normal duties for the Firm, the Member shall be deemed to have voluntarily withdrawn from the Firm and will be entitled to the distributions set forth in Section 7.4 of this Agreement. After the Disability Date, the Member will not be entitled to vote the Member's interest in any matter nor shall his interest be counted in the computation of a quorum or in the total interests entitled to vote on any matter until the Member resumes his normal duties for the Firm. For purposes of this Agreement, a Member will be disabled if he is incapable of rendering his normal duties for the Firm; provided, however, such impairment must be certified by a competent physician as provided herein or by a judicial determination, and it must be shown that such impairment has continued or will continue for a period of not less than six (6) months. A determination of disability shall be made at the request of the Member who is or may be disabled or the other Members if such other Members reasonably believe that the Member is disabled. The Members hereby consent to undergo the examination and testing reasonably necessary for the determination of disability. Each Member also hereby waives any applicable physician-patient privilege for purposes of such examination and testing and disclosure of the results therefrom to the Firm and the other Members. Upon the request of any Member, the Member believed to be disabled, on the one hand, and the other Members, on the other hand, shall each choose a physician who is board certified in the specialty or subspecialty of medicine appropriate to treat the presumed disability. The two physicians, in turn, shall select a third physician who is board certified in the relevant specialty, and the determination of disability by such physician shall be conclusive. The disability shall be deemed to begin on the date determined by the physician.
Disability of a Member. Upon the Disability of a Member, the Disabled Member shall immediately cease to act as a Member and his right to participate in the management of the Company (whether as Member or Manager) shall immediately terminate; provided, however, that such termination shall not affect any rights or liabilities of the Disabled Member which matured prior to his Disability. The Disabled Member or his Personal Representative shall sell and the Company shall purchase, the Disabled Member's Membership Interest in the same manner and under the same terms as specified in Section 8.3 of this Agreement except that the balance of the Purchase Price shall become immediately due and payable upon consummation by the Company of any merger or consolidation, or upon the sale, lease, exchange or other disposition of all or substantially all of the Membership Interests or assets of the Company. Neither a Disabled Member nor his Personal Representative shall have a right to either terminate or dissolve the Company or to partition any Property of the Company.
Disability of a Member. Upon the disability of an Individual Member, where such Individual Member shall be unable, by reason of illness or physical or mental incapacity or disability (from any cause or causes whatsoever), to perform such Member’s essential job functions for the Company for a period exceeding one hundred eighty (180) days, the Company shall be obligated to purchase, and the disabled Member or his legal representative shall be obligated to sell, all Membership Shares of such disabled Member for the Purchase Price (as defined below), payable as set forth in Section 7.6.
Disability of a Member. Upon the dissolution, retirement, withdrawal, bankruptcy or termination of a Member or the making by a Member of an assignment for the benefit of creditors or any other event which terminates the continued membership of a Member in the Company (each of the foregoing being herein called a "Disabling Event"), the Company shall be dissolved; unless within ninety (90) days after the occurrence of a Disabling Event with respect to any Member, all of the surviving Members consent to continue the business of the Company pursuant to Section 9.5 of this Agreement and to the admission of one or more Members as necessary and the appointment of one or more Managers as necessary.
