rickcolosimo/BuyOnDeathInsurance

## BuyOnDeathInsurance
7.3	Purchase of Insurance Policies.  Each Member shall purchase and maintain life insurance on the other Member for the purchase by the Member of a deceased Member’s Units as provided for in this Agreement. The Member shall use the proceeds of such insurance policies as may be necessary to fund the purchase of the deceased Member’s Units.

7.4	Member Purchase of Deceased Member’s Units.  In the event of the death of a Member, the other Member shall purchase the deceased Member’s Units for an amount equal to the deceased Member’s pro-rata portion of the Stipulation of Value, subject to Section 7.6.

7.5	Member Purchase of Disabled Member’s Units.  In the event of the Disability of a Member, the other Member may purchase the disabled Member’s Units (to the extent not purchased by the Company) for an amount equal to the disabled Member’s pro rata portion of the Stipulation of Value. Subject to Section 7.6, the purchase of such Units may be purchased for cash or at the election of the Member purchasing the Units, pursuant to a Promissory Note. “Disability” means (1) a disability as a result of illness, accident or other physical or mental incapacity or disability, such that the Member is unable to perform the Member’s duties pursuant to this Agreement, with or without reasonable accommodation, for a period of 180 consecutive calendar days or, (2) if disability insurance has been purchased by the Company, in accordance with the determination made by a physician selected by the provider of the disability insurance, or (3) if a legal guardian is appointed by a court for a Member due to mental or physical disability.

7.6	Application of Insurance Proceeds.  The Member purchasing any Units pursuant to this Section 7 shall use: (1) first, the insurance proceeds from the insurance purchased pursuant to Section 7.3, and (2) then cash for any shortfall to the extent that the insurance proceeds are insufficient to fully fund the purchase price provided, however, that the Member purchasing the Units may pay the balance remaining pursuant to a Promissory Note.

7.7	Insurance Maintenance Obligations.

(a)	Each Member represents that the Member has purchased life insurance on the other Member in the amount of $__million (the “Policies”).

(b)	Each Member, for so long as the Member holds any Units or Economic Interests, shall maintain the Policy purchased by that Member in full force and effect. Each Member acknowledges that the Member is responsible and obligated to pay all premiums associated with the Policy purchased by that Member and otherwise take such actions as are necessary to keep the Policy in full force and effect. Each Member is entitled to replace the Policy purchased by that Member without the consent of the other Member provided that the death benefits are not reduced. Upon request, each Member shall provide the other with proof of payment of all premiums.

(c)	Each Member acknowledges that the purpose of the Policies is to fund the purchase of the ownership interest of the other Member in the event of the other Member’s death. A Member shall not use a Policy for any other purpose except as otherwise agreed to in writing by all Members.

(d)	Upon the death of a Member, the Member who purchased the Policy shall distribute the proceeds from the applicable Policy as follows: (1) the Policy proceeds shall be used to purchase the deceased Member’s Units as described in Section 7.5; and (2) any remaining proceeds may be used by the Member who purchased the Policy as the Member determines in the Member’s sole discretion.

(e)	A Member shall pay all proceeds to be paid under this Section 7.9 within thirty (30) days following the receipt of such proceeds by the beneficiary of the Policy.

(f)	Each Member shall execute all documents, and perform such acts, as are necessary to effectuate the transactions contemplated by this Agreement. Each Member shall cooperate with the other with respect to any matters involving the Policies including by providing such information as may be required by an insurer to maintain a Policy in effect, to renew a Policy, or to replace a Policy and, further, by submitting to such medical exams and reviews as may be reasonably required by an insurer.

(g)	Specific Performance; Liability for Damages.  Each Member acknowledges that the failure of the other party to perform their obligations under this Section 7 will cause irreparable injury to the other party for which an adequate remedy at law may not exist. Each Member acknowledges that the non-breaching party may seek equitable relief to enforce the provisions of this Section 7. In addition, in the event of the death of a Member and the failure of the other Member to maintain the applicable Policy as required by this Agreement, then: (1) the party that failed to maintain the Policy will be personally liable for the payments mandated by this Section 7; and (2) the ownership interests required to be transferred by this Section 7 will not transfer until payment in full is made for the membership interests, unless otherwise required by law (“Default”). In the event of a Default, the affected party shall be permitted to proceed by summary proceeding to obtain a judgment against the party that committed the Default for the amount due to the affected party.
	7.3 Purchase of Insurance Policies. Each Member shall purchase and maintain life insurance on the other Member for the purchase by the Member of a deceased Member’s Units as provided for in this Agreement. The Member shall use the proceeds of such insurance policies as may be necessary to fund the purchase of the deceased Member’s Units.

	7.4 Member Purchase of Deceased Member’s Units. In the event of the death of a Member, the other Member shall purchase the deceased Member’s Units for an amount equal to the deceased Member’s pro-rata portion of the Stipulation of Value, subject to Section 7.6.

	7.5 Member Purchase of Disabled Member’s Units. In the event of the Disability of a Member, the other Member may purchase the disabled Member’s Units (to the extent not purchased by the Company) for an amount equal to the disabled Member’s pro rata portion of the Stipulation of Value. Subject to Section 7.6, the purchase of such Units may be purchased for cash or at the election of the Member purchasing the Units, pursuant to a Promissory Note. “Disability” means (1) a disability as a result of illness, accident or other physical or mental incapacity or disability, such that the Member is unable to perform the Member’s duties pursuant to this Agreement, with or without reasonable accommodation, for a period of 180 consecutive calendar days or, (2) if disability insurance has been purchased by the Company, in accordance with the determination made by a physician selected by the provider of the disability insurance, or (3) if a legal guardian is appointed by a court for a Member due to mental or physical disability.

	7.6 Application of Insurance Proceeds. The Member purchasing any Units pursuant to this Section 7 shall use: (1) first, the insurance proceeds from the insurance purchased pursuant to Section 7.3, and (2) then cash for any shortfall to the extent that the insurance proceeds are insufficient to fully fund the purchase price provided, however, that the Member purchasing the Units may pay the balance remaining pursuant to a Promissory Note.

	7.7 Insurance Maintenance Obligations.

	(a) Each Member represents that the Member has purchased life insurance on the other Member in the amount of $__million (the “Policies”).

	(b) Each Member, for so long as the Member holds any Units or Economic Interests, shall maintain the Policy purchased by that Member in full force and effect. Each Member acknowledges that the Member is responsible and obligated to pay all premiums associated with the Policy purchased by that Member and otherwise take such actions as are necessary to keep the Policy in full force and effect. Each Member is entitled to replace the Policy purchased by that Member without the consent of the other Member provided that the death benefits are not reduced. Upon request, each Member shall provide the other with proof of payment of all premiums.

	(c) Each Member acknowledges that the purpose of the Policies is to fund the purchase of the ownership interest of the other Member in the event of the other Member’s death. A Member shall not use a Policy for any other purpose except as otherwise agreed to in writing by all Members.

	(d) Upon the death of a Member, the Member who purchased the Policy shall distribute the proceeds from the applicable Policy as follows: (1) the Policy proceeds shall be used to purchase the deceased Member’s Units as described in Section 7.5; and (2) any remaining proceeds may be used by the Member who purchased the Policy as the Member determines in the Member’s sole discretion.

	(e) A Member shall pay all proceeds to be paid under this Section 7.9 within thirty (30) days following the receipt of such proceeds by the beneficiary of the Policy.

	(f) Each Member shall execute all documents, and perform such acts, as are necessary to effectuate the transactions contemplated by this Agreement. Each Member shall cooperate with the other with respect to any matters involving the Policies including by providing such information as may be required by an insurer to maintain a Policy in effect, to renew a Policy, or to replace a Policy and, further, by submitting to such medical exams and reviews as may be reasonably required by an insurer.

	(g) Specific Performance; Liability for Damages. Each Member acknowledges that the failure of the other party to perform their obligations under this Section 7 will cause irreparable injury to the other party for which an adequate remedy at law may not exist. Each Member acknowledges that the non-breaching party may seek equitable relief to enforce the provisions of this Section 7. In addition, in the event of the death of a Member and the failure of the other Member to maintain the applicable Policy as required by this Agreement, then: (1) the party that failed to maintain the Policy will be personally liable for the payments mandated by this Section 7; and (2) the ownership interests required to be transferred by this Section 7 will not transfer until payment in full is made for the membership interests, unless otherwise required by law (“Default”). In the event of a Default, the affected party shall be permitted to proceed by summary proceeding to obtain a judgment against the party that committed the Default for the amount due to the affected party.