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 spouse to execute an agreement in the form of Exhibit B hereof. If a Member fails to have his or her spouse execute such agreement, the Member shall thereafter lose all their rights hereunder except for the rights of a mere assignee under the Act and the Managing member shall thereafter have all voting rights with respect to his or her interest. (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 B and any Units held by a person who is an assignee shall be subject to Section 7.2 of this Agreement. (c) In the event of a property settlement or separation agreement between a Member 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. (d) If a spouse or former spouse of a Member acquires a Unit in the Company without prior approval from the Managing Member, 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 Units, 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. Furthermore, such spouse or former spouse agrees that any Series B Units held by such spouse or former spouse shall be subject to Section 7.2(a) of this Agreement.

Spouses. (ai) As a condition to becoming or remaining a MemberUnitholder, each Member Unitholder that is an individual and is or becomes married, shall cause his spouse to execute an agreement in the form of Exhibit B hereof. If a Member fails to have his or her spouse execute such agreement, the Member shall thereafter lose all their rights hereunder except for the rights of a mere assignee under the Act and the Managing member shall thereafter have all voting rights with respect to his or her interest. (b) Any Units held by an individual who has failed to married will cause his or her spouse to execute an agreement in the form of Exhibit B and any Units held by a person who Schedule E hereof. If an existing Unitholder fails to have his or her spouse execute such agreement, until such time as such agreement is an assignee shall be subject to Section 7.2 duly executed, such Unitholder will lose all of this Agreementhis or her rights hereunder except for the economic rights associated with his or her Units. (cii) In the event of a property settlement or separation agreement between a Member Unitholder and his or her spouse, such Member shall Unitholder will 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 items to which the Member such Unitholder was entitled, with respect to his or her Units to the extent assignedTransferred to his or her spouse. (diii) If a spouse or former spouse of a Member Unitholder acquires any Units as a Unit in the Company without prior approval from the Managing Memberresult of any property settlement or separation agreement, such spouse or former spouse hereby grants, as evidenced by Exhibit BSchedule E, an irrevocable power of attorney (which shall will be coupled with an interest) to the original Member Unitholder who held such Units, as the case may be, Units to vote or to give or withhold such approval as such original Member shall Unitholder will 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 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 LLC will have the option at any Series B time to purchase all, but not less than all, of such Units held by for a purchase price equal to the amount that would have been distributed with respect to such spouse or former spouse shall be subject Units pursuant to Section 7.2(a4.1(a) of this Agreementif an amount equal to the Total Equity Value Proceeds (determined in accordance with the Valuation Procedure) were distributed to all Unitholders pursuant to Section 4.1(a).

Spouses. (a) As a condition to becoming or remaining a Class B Member, each Class B Member that is an individual and is or becomes married, shall cause his or her spouse to execute an agreement in the form of Exhibit B D hereof. If a an existing Class B Member fails to have his or her spouse execute such agreement, the Class B Member shall thereafter lose all their of his or her rights hereunder except for the rights of a mere assignee under the Act and the Managing member Board shall thereafter have all voting rights with respect to his or her interest. (b) Any Class B Units held by an individual who has failed to cause get his or her spouse to execute an agreement in the form of Exhibit B D and any Class B Units held by a person Person who is an assignee shall be subject to the option of the Company or the SW Group or any of their respective Affiliates to acquire all of such Class B Units for the Fair Market Value of the vested Class B Units, as determined in accordance with Section 7.2 of this Agreement13.06(c)(iii). (c) In the event of a property settlement or separation agreement between a Class B Member and his or her spouse, such Class B 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 Class B Member was entitled, to the extent assigned. (d) If a spouse or former spouse of a Class B Member acquires a Class B Unit in the Company without the prior approval from of the Managing MemberBoard, such spouse or former spouse hereby grants, as evidenced by Exhibit BD, an irrevocable power of attorney (which shall be coupled with an interest) to the original Class B Member who held such Units, as the case may be, Class B Units to vote or to give or withhold such approval as such original Class B 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. Furthermore, such spouse or former spouse agrees that the original Class B Member shall have the option at any Series time to purchase all of such Class B Units held by such spouse or former spouse shall be subject for the Fair Market Value of the vested Class B Units, as determined pursuant to Section 7.2(a) of this Agreement13.06(c)(iii), with such amount being payable as set forth in Section 13.06(c)(vii).

Spouses. (ai) As a condition to becoming or remaining a MemberUnitholder, each Member Unitholder that is an individual and is or becomes married, shall cause his spouse to execute an agreement in the form of Exhibit B hereof. If a Member fails to have his or her spouse execute such agreement, the Member shall thereafter lose all their rights hereunder except for the rights of a mere assignee under the Act and the Managing member shall thereafter have all voting rights with respect to his or her interest. (b) Any Units held by an individual who has failed to married will cause his or her spouse to execute an agreement in the form of Exhibit B and any Units held by a person who Schedule D hereof. If an existing Unitholder fails to have his or her spouse execute such agreement, until such time as such agreement is an assignee shall be subject to Section 7.2 duly executed, such Unitholder will lose all of this Agreementhis or her rights hereunder except for the economic rights associated with his or her Units. (cii) In the event of a property settlement or separation agreement between a Member Unitholder and his or her spouse, such Member shall Unitholder will 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 items to which the Member such Unitholder was entitled, with respect to his or her Units to the extent assignedTransferred to his or her spouse. (diii) If a spouse or former spouse of a Member Unitholder acquires any Units as a Unit in the Company without prior approval from the Managing Memberresult of any property settlement or separation agreement, such spouse or former spouse hereby grants, as evidenced by Exhibit BSchedule D, an irrevocable power of attorney (which shall will be coupled with an interest) to the original Member Unitholder who held such Units, as the case may be, Units to vote or to give or withhold such approval as such original Member shall Unitholder will 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 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 LLC will have the option at any Series B time to purchase all, but not less than all, of such Units held by for a purchase price equal to the amount that would have been distributed with respect to such spouse or former spouse shall be subject Units pursuant to Section 7.2(a4.1(a) of this Agreementif an amount equal to the Total Equity Value Proceeds (determined in accordance with the Valuation Procedure) were distributed to all Unitholders pursuant to Section 4.1(a).