Common use of Spouses Clause in Contracts

Spouses. (a) 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 B. (b) If any Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the provisions of Section 9.1), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (c) Any Company Interests held by an individual who has failed to cause his or her spouse to execute an agreement in the form of Exhibit B and any Company Interests held by a Person who is an assignee shall be subject to the option of the Company to acquire all of such Person’s Company Interests for the fair market value thereof, determined as of the date the Company elects to acquire such Company Interests. (d) In the event of a property settlement or separation agreement between a Member that is an individual and his or her spouse, 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 distributions and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Member was entitled, to the extent assigned. (e) If a spouse or former spouse of a Member that is an individual acquires a Company Interest without prior approval of the Board, such spouse or former spouse hereby grants, as evidenced by Exhibit B, an irrevocable power of attorney (which shall be coupled with an interest) to the original Member who held such Company Interest, as the case may be, to vote or to give or withhold such approval as 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 power of attorney shall not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Such spouse or former spouse agrees that the Company shall have the option at any time to purchase all of the Company Interests, if any, acquired by such spouse or former spouse at fair market value. (f) This Section 11.10 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, which Employee is married or becomes married, and such Employee’s spouse.

Spouses. (a) As a condition to becoming or remaining a MemberLimited Partner, each Member Limited Partner 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 B.F hereof. If an existing Limited Partner fails to have his or her spouse execute such agreement, the Limited Partner shall thereafter lose all their rights hereunder except for the rights of a mere assignee under the Act and the Board of Directors shall thereafter have all voting rights with respect to his or her interest. (b) If any Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the provisions of Section 9.1), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (c) Any Company Interests Units held by an individual who has failed to cause his or her spouse to execute an agreement in the form Form of Exhibit B F and any Company Interests Units held by a Person person who is an assignee shall be subject to the option of the Company Partnership or the Riverstone Group or any of their respective Affiliates to acquire all of such Person’s Company Interests Units for the fair market value thereof, determined as Fair Market Value of the date Class A Units and the Company elects to acquire such Company Intereststhen vested Class B Units. (dc) In the event of a property settlement or separation agreement between a Member that is an individual Limited Partner and his or her spouse, such Member Limited Partner 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 distributions distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Member Limited Partner was entitled, to the extent assigned. (ed) If a spouse or former spouse of a Member that is an individual Limited Partner acquires a Company Interest Unit in the Partnership without prior approval of the BoardBoard Approval, such spouse or former spouse hereby grants, as evidenced by Exhibit BF, an irrevocable power of attorney (which shall be coupled with an interest) to the original Member Limited Partner who held such Company InterestUnits, as the case may be, to vote or to give or withhold such approval as such original Member Limited Partner 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 power of attorney shall not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Such Furthermore, such spouse or former spouse agrees that the Company Partnership or the Riverstone Group or any of their respective Affiliates shall have the option at any time to purchase all of the Company Interests, if any, acquired by such spouse or former spouse at fair market value. (f) This Section 11.10 shall apply mutatis mutandis to each Member, transferee or any of their respective Affiliates that is controlled by (or Units for the benefit of) any current or former Employee, which Employee is married or becomes married, Fair Market Value of the Class A Units and such Employee’s spousethe then vested Class B Units.

Spouses. (a) 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 B. (b) If any Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the provisions of Section 9.1), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (c) Any Company Interests Units held by an individual who has failed to cause his or her spouse to execute an agreement in the form of Exhibit B and any Company Interests Units held by a Person who is merely an assignee shall be subject to the option right (but not the obligation) of the Company to acquire all of such Person’s Company Interests Units for the fair market value Fair Market Value thereof, determined as of the date the Company elects to acquire such Company InterestsUnits. (dc) In the event of a property settlement or separation agreement between a Member that is an individual and his or her spouse, 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 distributions distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Member was entitled, to the extent assigned. (ed) If a spouse or former spouse of a Member that is an individual acquires a Company Interest Unit without prior approval of the BoardManager approval, such spouse or former spouse hereby grants, as evidenced by Exhibit B, an irrevocable power of attorney (which shall be coupled with an interest) to the original Member who held such Company InterestUnits, as the case may be, to vote or to give or withhold such approval as 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 power of attorney shall not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Such spouse or former spouse agrees that the Company shall have the option right (but not the obligation) at any time to purchase all of the Company InterestsUnits, if any, acquired by such spouse or former spouse at fair market valuethe Fair Market Value thereof, determined as of the date the Company elects to purchase such Units. (fe) This Section 11.10 12.03 shall apply mutatis mutandis to each Member, transferee Transferee or any of their respective Affiliates that is controlled Controlled by (or for the benefit of) any current or former Employeeemployee of the Company or any of its Subsidiaries, which Employee employee is married or becomes married, and such Employeeemployee’s spouse.