Common use of Rights of Dissociating Member Clause in Contracts

Rights of Dissociating Member. Except as noted in Section 2.10 below, in the event any Member resigns, dies, withdraws or becomes dissociated pursuant to Section 2.5 (a “Dissociated Member”): (a) If the dissociation causes a dissolution and winding up of the Company under Article XIV, the Dissociated Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member; (b) If the dissociation does not cause a dissolution and winding up of the Company under Article XIV, the Company shall repurchase the Units of the Dissociated Member by delivering a notice of its election to purchase such Units within ninety (90) days of the date on which the Company learns of the event causing such dissociation. The repurchase price shall be an amount equal to the Fair Market Value of the Units of the Dissociated Member on the date that notice is delivered hereunder and shall be paid within one year of the date of such notice. (c) In the event the Units of a Dissociated Member are purchased under this Section 2.6, interest shall accrue from the date on which notice of the Company's election to purchase Units is given pursuant to Section 2.6 (the “Valuation Date”) to the date on which full payment for the Units is made. The interest rate shall be the short-term applicable federal rate, compounded monthly, for the month which includes the Valuation Date (as published by the Internal Revenue Service).

Rights of Dissociating Member. Except as noted in Section 2.10 below, in In the event of the Dissociation of any Member resigns, dies, withdraws or becomes dissociated pursuant prior to Section 2.5 (a “Dissociated Member”):the expiration of the Term: (a) 10.2.1. If the dissociation causes a dissolution and winding up of the Company under -11- Article XIVXI, the Dissociated Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member;Member except that any Distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company as a result of the dissolution and winding up. (b) 10.2.2. If the dissociation Dissociation does not cause a dissolution and winding up of the Company under Article XIVXI, the Company shall repurchase the Units of the Dissociated Member by delivering a notice of its election to purchase such Units within ninety (90) days of the date on which the Company learns of the event causing such dissociation. The repurchase price shall be entitled to an amount equal to the Fair Market Value value of the Units of Member's Interest in the Dissociated Member on the date that notice is delivered hereunder and shall Company, to be paid within one year six months of the date of Dissociation. Notwithstanding the foregoing, the Manager may pay the value of the Member's Interest in the Company over a period not to exceed five (5) years, provided that the dissociating Member shall be entitled to participate as an Assignee in the Company until the value of such notice. interest (cplus interest at the Default Interest Rate) In is paid in full. The value of the event Member's Interest shall include the Units amount of a Dissociated any Distributions to which the Member are purchased is entitled under this Section 2.6, interest shall accrue Agreement and the fair value of REVOPage 12 the Member's Interest as if the date of Dissociation based upon the Member's right to share in Distributions from the date on which notice Company reduced by any damages sustained by the Company as a result of the CompanyMember's election to purchase Units is given pursuant to Section 2.6 (Dissociation. As used herein, the “Valuation Date”) to the date on which full payment for the Units is made. The interest rate value of an Interest shall be the short-term applicable federal rate, compounded monthly, for the month which includes the Valuation Date (as published determined solely by the Internal Revenue Service)Manager whose decision shall be final, binding and conclusive.

Rights of Dissociating Member. Except as noted in Section 2.10 below, in In the event any Member resigns, dies, withdraws or becomes dissociated pursuant dissociates prior to Section 2.5 (a “Dissociated Member”):the expiration of the term of this Agreement: (a) If if the dissociation Dissociation causes a dissolution and winding up of the Company under Article XIVXIII, the Dissociated Member shall be entitled to participate in the winding up of the Company to the same extent as any other MemberMember except that, if such Dissociation results from a withdrawal of a Member in violation of this Agreement, any Distributions to which such Member would have been entitled shall be reduced by that portion of the damages, if any, sustained by the Company as a result of the Dissolution Event and winding up that is chargeable to the Capital Accounts of the other Members; (b) If if the dissociation Dissociation does not cause a dissolution and winding up of the Company under Article XIVXIII, the Company shall repurchase pay to the Units Member, within six months of the Dissociated Member by delivering a notice of its election to purchase such Units within ninety (90) days of the date on which the Company learns of the event causing such dissociation. The repurchase price shall be Dissociation an amount equal to the Fair Market Value value of the Units Member's Membership Interest in the Company, to be paid over a period not to exceed five years together with interest at the minimum rate necessary to avoid the imputation of interest under the Code. The value of the Dissociated Member's Membership Interest shall include the amount of any Distributions to which the Member on is entitled under the date that notice is delivered hereunder Agreement and shall be paid within one year the fair market value of the Member's Membership Interest as of the date of such notice. Dissociation as determined as set-forth in subsection “(c) In )” of Section 11.2 above, reduced by any damages sustained by the event the Units of Company as a Dissociated Member are purchased under this Section 2.6, interest shall accrue from the date on which notice result of the CompanyMember's election to purchase Units is given pursuant to Section 2.6 (the “Valuation Date”) to the date on which full payment for the Units is made. The interest rate shall be the short-term applicable federal rate, compounded monthly, for the month which includes the Valuation Date (as published by the Internal Revenue Service)Dissociation.