Common use of Spouses Clause in Contracts

Spouses. (i) The Employee’s spouse shall be required to execute a spousal consent in substantially the form required to be executed by spouses of members of the Company in the LLC Agreement (the “Spousal Agreement”) to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in the Series D Units held by the Employee. If the spouse of the Employee fails to execute the Spousal Agreement, until such time as the Spousal Agreement is duly executed, the Employee’s economic rights associated with his or her Series D Units will be suspended and not subject to recovery. (ii) In the event of a property settlement or separation agreement between the Employee and his spouse, the Employee will use his best efforts to assign to his spouse only the right to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Employee was entitled, with respect to the Employee’s Series D Units to the extent assigned to the Employee’s spouse. (iii) If a spouse or former spouse of the Employee acquires all or a portion of the Series D Units held by the Employee as a result of any property settlement or separation agreement, such spouse or former spouse hereby grants an irrevocable power of attorney (which will be coupled with an interest) to the Employee to give or withhold such approval as the Employee will himself or herself approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such power of attorney will not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Furthermore, such spouse or former spouse agrees that the Company will have the option at any time to purchase all, but not less than all, of such Series D Units at Fair Market Value determined by the Company as of the date the Company elects to so purchase such Units.

Spouses. (i) The Employee’s spouse shall be required to execute a spousal consent in substantially the form required to be executed by spouses of members of the Company in the LLC Agreement (the “Spousal Agreement”) to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in the Series D B Units held by the Employee. If the spouse of the Employee fails to execute the Spousal Agreement, until such time as the Spousal Agreement is duly executed, the Employee’s economic rights associated with his or her Series D B Units will be suspended and not subject to recovery. (ii) In the event of a property settlement or separation agreement between the Employee and his spouse, the Employee will use his best efforts to assign to his spouse only the right to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Employee was entitled, with respect to the Employee’s Series D B Units to the extent assigned to the Employee’s spouse. (iii) If a spouse or former spouse of the Employee acquires all or a portion of the Series D B Units held by the Employee as a result of any property settlement or separation agreement, such spouse or former spouse hereby grants an irrevocable power of attorney (which will be coupled with an interest) to the Employee to give or withhold such approval as the Employee will himself or herself approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such power of attorney will not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Furthermore, such spouse or former spouse agrees that the Company will have the option at any time to purchase all, but not less than all, of such Series D B Units at Fair Market Value as determined by the Company as of utilizing the last valuation report issued prior to the date the Company elects to so purchase redeem such Units.

Spouses. (i) The EmployeeService Provider’s spouse shall be required to execute a spousal consent in substantially the form required attached as Exhibit C to be executed by spouses of members of the Company in the LLC Agreement (the “Spousal AgreementConsent”) to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in the Series D B Units held by the EmployeeService Provider. If the spouse of the Employee Service Provider fails to execute the Spousal AgreementConsent, until such time as the Spousal Agreement Consent is duly executed, the EmployeeService Provider’s economic rights associated with his or her Series D B Units will be suspended and not subject to recovery. (ii) In the event of a property settlement or separation agreement between the Employee Service Provider and his spouse, the Employee Service Provider will use his best efforts to assign to his spouse only the right to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Employee Service Provider was entitled, with respect to the EmployeeService Provider’s Series D B Units to the extent assigned to the EmployeeService Provider’s spouse. (iii) If a spouse or former spouse of the Employee Service Provider acquires all or a portion of the Series D B Units held by the Employee Service Provider as a result of any property settlement or separation agreement, such spouse or former spouse hereby grants an irrevocable power of attorney (which will be coupled with an interest) to the Employee Service Provider to give or withhold such approval as the Employee Service Provider will himself or herself approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such power of attorney will not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Furthermore, such spouse or former spouse agrees that the Company will have the option at any time to purchase all, but not less than all, of such Series D B Units at Fair Market Value determined by the Company Board as of the date the Company elects to so purchase such Units.

Spouses. (ia) The Employee’s As a condition to becoming or remaining a Member, each Member that is an individual and is or becomes married, shall cause his or her spouse to promptly execute an agreement in the form of Exhibit D. (b) Any Units held by an individual who has failed to cause his or her spouse to execute an agreement in the form of Exhibit D and any Units held by a Person who is an assignee shall be required subject to execute a spousal consent in substantially the form required to be executed by spouses of members right of the Company in to acquire all of such Person’s Common Units or Class D Incentive Units for the LLC Agreement (the “Spousal Agreement”) to evidence Fair Market Value of such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in the Series D Units held by the EmployeeUnits. If the spouse For purposes of the Employee fails preceding sentence, Fair Market Value shall be, determined as of the date the Company elects to execute acquire such Units, and all of such Person’s Class D Incentive Units shall be purchased for the Spousal AgreementFair Market Value of the Class D Incentive Units that are Vested Class D Incentive Units as of such time, until determined as of the date the Company elects to acquire such time as the Spousal Agreement is duly executed, the Employee’s economic rights associated with his or her Series Class D Units will be suspended and not subject to recoveryIncentive Units. (iic) In the event of a property settlement or separation agreement between the Employee a Member that is an individual and his or her spouse, the Employee will such Member shall use his or her best efforts to assign to his or her spouse only the right to share in profits and losses, to receive distributionsDistributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Employee Member was entitled, with respect to the Employee’s Series D Units to the extent assigned to the Employee’s spouseassigned. (iiid) If a spouse or former spouse of a Member that is an individual acquires a Unit in the Employee acquires all or a portion Company without prior approval of the Series D Units held by the Employee as a result of any property settlement or separation agreementBoard acting with Special Approval, such spouse or former spouse hereby grants grants, as evidenced by Exhibit D, an irrevocable power of attorney (which will shall be coupled with an interest) to the Employee original Member who held such Units. Such irrevocable power of attorney shall give the original Member the right to vote or to give or withhold such approval as the Employee will such original Member shall himself or herself vote or approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such The foregoing power of attorney will shall not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Furthermore, such Such spouse or former spouse agrees that the Company will shall have the option right at any time to purchase allall of the Common Units and Class D Incentive Units, but not less than allif any, of acquired by such Series D Units spouse or former spouse at the Fair Market Value of such Units, determined by the Company as of the date the Company elects to so purchase such Units, and all of the Class D Incentive Units, if any, acquired by such spouse or former spouse at the Fair Market Value of such Class D Incentive Units that are Vested Class D Incentive Units as of such time, determined as of the date the Company elects to purchase such Class D Incentive Units. (e) This Section 3.12 shall apply mutatis mutandis to each Member, Transferee or any of their respective Affiliates that is Controlled by (or for the benefit of) any current or former employee of the Company, a Common Member or their respective Affiliates, which employee is married or becomes married, and such employee’s spouse.

Spouses. (i) The Employee’s spouse shall be required to execute a spousal consent in substantially the form required to be executed by spouses of members of the Company in the LLC Agreement (the “Spousal Agreement”) to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in the Series D B Units held by the Employee. If the spouse of the Employee fails to execute the Spousal Agreement, until such time as the Spousal Agreement is duly executed, the Employee’s economic rights associated with his or her Series D B Units will be suspended and not subject to recovery. (ii) In the event of a property settlement or separation agreement between the Employee and his spouse, the Employee will use his best efforts to assign to his spouse only the right to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Employee was entitled, with respect to the Employee’s Series D B Units to the extent assigned to the Employee’s spouse. (iii) If a spouse or former spouse of the Employee acquires all or a portion of the Series D B Units held by the Employee as a result of any property settlement or separation agreement, such spouse or former spouse hereby grants an irrevocable power of attorney (which will be coupled with an interest) to the Employee to give or withhold such approval as the Employee will himself or herself approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such power of attorney will not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Furthermore, such spouse or former spouse agrees that the Company will have the option at any time to purchase all, but not less than all, of such Series D B Units at Fair Market Value determined by the Company as of the date the Company elects to so purchase such Units.