Common use of Disability of a Member Clause in Contracts

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 agrees to submit to any examination by each of the board of qualified physicians, and all costs of the examination will be paid by the Company. The determination made pursuant to the foregoing procedure will be controlling on all parties for purposes of this Agreement. (4) The date on which an Affected Member is deemed to have a Disability will be the date on which (a) the parties agree that the Affected Member is disabled, or (b) a board of qualified physicians determines, in their opinion, that the Affected Member is disabled.

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 fifty percent (50%) ownership interests in the Company agree 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. The 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 agrees to submit to any examination by each of the board of qualified physicians, and all costs of the examination will be paid by the Company. The determination made pursuant to the foregoing procedure will be controlling on all parties for purposes of this Agreement. (4) The date on which an Affected Member is deemed to have a Disability will be the date on which (a) the parties agree that the Affected Member is disabled, or (b) a board of qualified physicians determines, in their opinion, that the Affected Member is disabled.