Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Members covenant and agree that on the death of any Member, the Company, at its option, by providing written notice to the estate of the deceased Member within 180 days of the death of the Member, may purchase, acquire, and redeem the Interest of the deceased Member in the Company pursuant to the provision of Section 8.5.
8.5.1 The value of each Member's Interest in the Company will be determined on the date this Agreement is signed, and the value will be endorsed on Schedule 3 attached and made a part of this Agreement. The value of each Member's Interest will be redetermined unanimously by the Members annually, unless the Members unanimously decide to redetermine those values more frequently. The Members will use their best efforts to endorse those values on Schedule 3. The purchase price for a decedent Member's interest conclusively is the value last determined before the death of such Member; provided, however, that if the latest valuation is more than two years before the death of the deceased Member, the provisions of Section 8.5.2 will apply in determining the value of the Member's Interest in the Company.
8.5.2 If the Members have failed to value the deceased Member's Interest within the prior two-year period, the value of each Member's Interest in the Company on the date of death, in the first instance, will be determined by mutual agreement of the surviving Members and the personal representative of the estate of the deceased Member. If the parties cannot reach an agreement on the value within 30 days after the appointment of the personal representative of the deceased Member, then the surviving Members and the personal representative each must select a qualified appraiser within the next succeeding 30 days. The appraisers so selected must attempt to determine the value of the Company Interest owned by the decedent at the time of death based solely on their appraisal of the total value of the Company's assets and the amount the decedent would have received had the assets of the Company been sold at that time for an amount equal to their fair market value and the proceeds (after payment of all Company obligations) were distributed in the manner contemplated in Section 8. The appraisal may not consider and discount for the sale of a minority Interest in the Company. In the event the appraisers cannot agree on the value within 30 days after being selected, the two appraisers must, within 30 d...
Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Members covenant and agree that on the death of any Member, the Company, at its option, by providing written notice to the estate of the deceased Member within 180 days of the death of the Member, may purchase, acquire, and redeem the Interest of the deceased Member in the Company pursuant to the provision of Section 8.5.
Death Buy Out. (a) The purchase price for the Percentage Interest of a deceased Member shall be paid to the estate of the decedent within sixty (60) days after qualification of the legal representative of the estate.
(b) The purchase price for the Percentage Interest of a deceased Member shall be paid in cash if it is not greater than the amount of the proceeds received by the surviving Member from the insurance on the life of the deceased Member.
(c) If the purchase price for the Percentage Interest of a deceased Member exceeds the amount of the insurance proceeds, the surviving Member either may give the estate of the deceased Member a negotiable promissory note for the balance of the purchase price or he may pay the balance in cash. If the surviving Member elects to make payment by giving a note, the amount of the note shall be paid in equal consecutive monthly installments over that number of months, not exceeding sixty (60). The first monthly installment will be due four (4) months after the qualification of the legal representative of the estate.
(d) Upon the death of a Member, the surviving Member shall collect the proceeds of the insurance on deceased Member’s life and shall apply this amount in payment for the Percentage Interest of the deceased Member. If the proceeds of the insurance exceed the purchase price which the surviving Member must pay for the Percentage Interest of the deceased Member the excess shall be paid by the surviving Member within thirty (30) days after payment for Percentage Interest of the deceased Member is completed.
