Death or Disability of a Member Sample Clauses

Death or Disability of a Member. Upon the Disability or death of a Member, that Member will cease to be a member of the Fund and that disabled Member or the legal representative of that deceased Member's estate (or the trustee of a living trust established by that deceased Member if that Member's Interests have been transferred to a trust) will have the rights only of an assignee. Compulsory Redemption
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Death or Disability of a Member. Upon the Disability or death of a Member, such Member shall cease to be a member of the Company and such disabled Member or the legal representative of such deceased Member’s estate (or the trustee of a living trust established by such deceased Member if such Member’s Interests have been transferred to such trust) shall have the rights only of an assignee.
Sample 1Sample 2Sample 3See All (4)
Death or Disability of a Member. In the event of the death or Disability of a Member, his or her Members Interests shall pass to the estate of such decedent. If the Manager is Axxxxx Xx, and such Person shall die or become Disabled, [Pxxxx Xxxxx] shall become the Manager in her place and stead.
Sample 1
Death or Disability of a Member. Upon the death or disability (as hereinafter defined) of any Member, the LLC may, but shall not be obligated to, purchase the interest of such Member. The purchase price for such interest shall equal the fair market value of such interest, as reasonably determined by agreement of (x) the legal representatives of the deceased or disabled Member and (y) a Majority in Number of the Voting Members. If such persons are unable to agree upon such fair market value, such value shall be determined by an independent appraiser, mutually acceptable to the legal representatives of the deceased or disabled Member and a Majority in Number of the Voting Members. For purposes of this Agreement, a Member shall be deemed to be disabled if he is unable, as a result of mental or physical incapacity, to render services to the LLC on a regular ongoing basis for a period of 180 days. The purchase price for the interest shall be paid in cash, or by delivery of a promissory note of the LLC, or some combination thereof, as the LLC may determine. Any such promissory note shall be unsecured, and shall provide for payment of equal annual installments over a term not to exceed four years, and shall bear interest at the then Applicable Federal Rate (as defined in Code Section 1274(d)) for a note with the maturity date of such promissory note. Such promissory note shall be prepayable by the LLC at any time without premium or penalty. The closing of a purchase pursuant to this Section 8.04 shall be held at the principal office of the LLC within 60 days after the date on which the purchase price for the interest is determined, but in no event more than one year after the date of death or the date on which the disabled Member is determined to be disabled, as applicable. The estate or legal representative of the deceased or disabled Member shall transfer to the LLC (or its designee) the entire interest of such Member in the LLC, free and clear of all liens, security interests and competing claims, and shall deliver to the LLC or its designee such instruments of assignment, transfer, releases and such evidence of due authorization, execution and delivery and of the absence of any liens, security interests or competing claims as the LLC shall reasonably request. Each Member shall execute and deliver at such closing such other instruments as shall be necessary, appropriate or convenient to effectuate such transfer.
Sample 1

Related to Death or Disability of a Member

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Death or Disability The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

  • Termination by Death or Disability In the event of the death of EMPLOYEE or the inability of EMPLOYEE to perform the obligations described in this Agreement with or without accommodation by reason of disability or some other occurrence beyond the control of either party, and such inability to perform has continued or will continue beyond a reasonable period of time, but not less than 60 days, this Agreement shall terminate as a termination with cause and all future obligations between the parties shall cease upon the termination date reasonably established by LSU, unless otherwise required by law.

  • Termination by Virtue of Death or Disability of Executive (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the Parties hereunder shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies, pay to Executive’s legal representatives all Accrued Obligations.

  • Termination for Death or Disability If the Employee's employment is terminated by death or because of disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, all sums which would otherwise be payable to the Employee under Section 3 up to the end of the month in which the termination of his employment because of death or disability occurs.

  • Termination Upon Death or Disability If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • By Death or Disability Executive’s employment and this Agreement shall terminate upon Executive’s Disability or death. For purposes of this Agreement, “Disability” shall mean Executive's inability, due to physical or mental incapacity, to perform the essential functions of Executive's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. The Company shall give Executive written notice of termination for Disability and the termination shall be effective as of the date specified in such notice.

  • Death or Disability of Employee In the event that the Employee incurs a Termination of Service due to his or her death or Disability during a Performance Period, the Employee shall immediately vest [INSERT DESCRIPTION OF VESTING CONDITIONS]. In the event that any applicable law limits the Company’s ability to accelerate the vesting of this award of Performance Shares, this paragraph 4(b) shall be limited to the extent required to comply with applicable law.

Time is Money Join Law Insider Premium to draft better contracts faster.