Common use of Death of a Member Clause in Contracts

Death of a Member. Upon the death of a Member, the Member’s estate or beneficiary or beneficiaries, as the case may be, shall be entitled to receive from the Company, in exchange for all of the deceased Member’s Ownership Interest, the fair market value of the deceased Member’s Ownership Interest, adjusted for profits and losses to the date of death. Fair market value may be determined informally by a unanimous good-faith agreement of all of the Voting Members. In the absence of an informal agreement as to fair market value, the Voting Members shall hire an appraiser to determine fair market value. The cost of any appraisal shall be deducted from the fair market value to which the deceased Member’s estate or beneficiary or beneficiaries is or are entitled. The Voting Members may elect, by written notice that is provided to the deceased Member’s estate or beneficiary or beneficiaries, within thirty (30) days after the Member’s death, to purchase the deceased Member’s Ownership Interest over a one-year (1 year) period, in four (4) equal installments, with the first installment being due sixty (60) days after the Member’s date of death. Unless otherwise agreed unanimously by the Voting Members, prior to the completion of such purchase, the Member’s estate or beneficiary or beneficiaries, shall have no right to become a Member or to participate in the management of the business and affairs of the Company as a Member or Manager, and shall only have the rights of an Assignee and be entitled only to receive the share of profits and the return of capital to which the deceased Member would otherwise have been entitled. The Company, or the other Voting Members, in its or their discretion, may purchase insurance on the lives of any of the Members, with the company or the purchasing Member named as the beneficiary, as the purchaser may decide, and use all or any of the proceeds from such insurance as a source of proceeds from which the deceased Member’s Membership Ownership Interest may be purchased by the Company.

Death of a Member. Upon If any Member is an individual, heirs of such a Member shall be entitled to inherit the Membership Interests of a deceased Member, provided that upon a Member's death such interests shall be automatically converted to an Economic Interest only in the Company until such heir agrees in writing to all of the terms and conditions of this Agreement and such other reasonable terms as may be established by DTO Management as a condition to such heir becoming a Member, in which event such interest shall again become a Membership Interest in the Company. Notwithstanding the previous sentence, within one hundred twenty (120) days of the Company first learning of the death of a Member, the Company shall have the option to purchase the Membership Interest of the deceased Member’s , and the estate or beneficiary or beneficiaries, as of the case may be, deceased Member shall be entitled obligated to receive from sell such Membership Interest to the Company, in exchange for all accordance with the terms of this Section 8.9. The Company may exercise its option by giving written notice thereof to the estate of the deceased Member’s Ownership Interest, or the appropriate representative thereof, within such one hundred twenty (120) day period. The purchase price for such Membership Interest shall equal five (5) multiplied by the net income (as reasonably determined by the Company's accountants) of the Company for the twelve (12) month period ending as of the calendar quarter most recently ended prior to the death of such Member multiplied by the percentage Membership Interest of such Member in the Company (the "Formula Purchase Price"). The purchase price shall be paid (the "Payment Method") in three (3) equal annual installments, the fair market value first third of which shall be paid upon the determination of the purchase price and the remaining two (2) installments of which shall be paid on the first and second anniversary of such date. The outstanding amounts due from the Company to the estate of the deceased Member’s Ownership Interest, adjusted for profits and losses to Member shall bear interest at Prime Rate as of the date of such Member's death. Fair market value may Accrued interest shall be determined informally by a unanimous good-faith agreement of all paid as of the Voting Membersdates payments of principal are due as provided above. In If the absence of Investor Member is an informal agreement as to fair market valueEntity, the Voting Members agreements for the formation and the governance of such Entity shall hire an appraiser to determine fair market value. The cost provide for the disposition of any appraisal the membership interest of a deceased member of the Investor Member Entity, which disposition shall be deducted from the fair market value subject to which the deceased Member’s estate or beneficiary or beneficiaries is or are entitled. The Voting Members may elect, by written notice that is provided to the deceased Member’s estate or beneficiary or beneficiaries, within thirty (30) days after the Member’s death, to purchase the deceased Member’s Ownership Interest over a one-year (1 year) period, in four (4) equal installments, with the first installment being due sixty (60) days after the Member’s date of death. Unless otherwise agreed unanimously by the Voting Members, prior to the completion of such purchase, the Member’s estate or beneficiary or beneficiaries, shall have no right to become a Member or to participate in the management of the business and affairs of the Company as a Member or Manager, and shall only have the rights of an Assignee and be entitled only to receive the share of profits and the return of capital to which the deceased Member would otherwise have been entitled. The Company, or the other Voting Members, in its or their discretion, may purchase insurance on the lives of any of the Members, with the company or the purchasing Member named as the beneficiary, as the purchaser may decide, and use all or any of the proceeds from such insurance as a source of proceeds from which the deceased Member’s Membership Ownership Interest may be purchased by the CompanyDTO Management's approval.