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(c) payment of such reasonable expenses as the Company may incur in connection with his <br /> admission as a Member; and <br /> (d) if requested by a Member, receipt of an opinion from the Company's legal counsel that <br /> neither the offering nor the proposed transfer of the Ownership Interest will violate any federal or <br /> applicable state securities law. <br /> Notwithstanding the foregoing, any Permitted Transferee may be admitted as a Substitute Member upon <br /> compliance with the requirements of subsections 9.7(b)-(d) above. <br /> ARTICLE X-BUY-SELL PROVISIONS <br /> 10.1 Buy-Sell. Each of the following events shall constitute a "Buy-Sell Event" under this <br /> Agreement: <br /> (a) the death or legal incapacity of an Interest Owner; <br /> (b) the dissolution of an Interest Owner which results in the transfer of the Ownership <br /> Interest of such dissolved Interest Owner (or portion thereof) to a Person who is not a Permitted <br /> Transferee; <br /> (c) a judicial determination of the insolvency of any Interest Owner; <br /> (d) any filing of a petition or suit under the bankruptcy laws by or against an Interest Owner <br /> that is not dismissed within sixty(60)days; or <br /> (e) any purported voluntary or involuntary transfer (including as a result of an equitable <br /> distribution proceeding) or encumbrance of all or any part of an Interest Owner's Ownership Interest <br /> (herein the"Transferred Interest")in a manner not expressly permitted by this Agreement. <br /> 10.2 Purchase Option. <br /> (a) Upon the occurrence of a Buy-Sell Event (other than death, which will be governed by <br /> the provisions of Section 10.6 below) with respect to an Interest Owner (a "Withdrawing Interest <br /> Owner"), the Company and the other Members (herein the "Continuing Members"), in that order, shall <br /> have the right, but not the obligation, to purchase (the "Purchase Option") the Withdrawing Interest <br /> Owner's Ownership Interest at Closing(as defined in Section 10.4 below) on the terms and conditions set <br /> forth in this Article X; provided, however, in the event of a Buy-Sell Event described in Section 10.1(e) <br /> above,the Purchase Option shall apply only as to the Transferred Interest. <br /> (b) . In the event the Company does not elect to purchase all of the Ownership Interest of the <br /> Withdrawing Interest Owner at a time when there is more than one other Continuing Member,the balance <br /> of the Purchase Option will be allocated among the Continuing Members who elect to purchase (the <br /> "Purchasing Members") in the proportion they mutually agree, or, in the absence of agreement, in the <br /> ratio that each of the Purchasing Member's Percentage Interest bears to the aggregate Percentage Interests <br /> of all Purchasing Members. The Company and/or Purchasing Members must give notice of their election <br /> to exercise their Purchase Option to the Withdrawing Interest Owner and all other Members within ninety <br /> (90)days following the occurrence of the Buy-Sell Event. <br /> (c) Notwithstanding any provision herein to the contrary, in order for the exercise of the <br /> Purchase Option described above to be effective, one or more of the Continuing Members must purchase, <br /> collectively, all of the Ownership Interest of the Withdrawing Interest Owner covered by the Purchase <br /> Option. <br /> 11 <br />