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2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance
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2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance
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9/10/2019 9:27:16 AM
Creation date
12/15/2016 11:14:24 AM
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BOCC
Date
12/13/2016
Meeting Type
Work Session
Document Type
Others
Agenda Item
6g
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obligations for which the Withdrawing Interest Owner is personally liable, if any, to the extent related to <br /> the transferred Ownership Interest. <br /> 10.5 Failure to Exercise Purchase Option. In the event the Purchase Option is not exercised <br /> within the time period provided therefor, the Withdrawing Interest Owner, or his deceased executor or <br /> other legal representative in the event of death, as appropriate, may transfer the Ownership Interest of the <br /> Withdrawing Interest Owner to any Person. The transferee of the Withdrawing Interest Owner's <br /> Ownership Interest, as provided herein, (i) shall be subject to the buy-sell restrictions imposed under this <br /> Agreement, and(ii) shall only have those rights as specified in Section 9.6 above and will not be admitted <br /> as a Substitute Member without full compliance with Section 9.7 above. <br /> 10.6 Death of an Interest Owner. Upon the death of an Interest Owner (herein the <br /> "Deceased Interest Owner"), the Company and/or the other Interest Owners shall have the option and/or <br /> the obligation, as appropriate, to acquire the Ownership Interest of the Deceased Interest Owner, at the <br /> price and on the terms set forth in Sections 10.3 and 10.4 above, in accordance with the procedure set <br /> forth below: <br /> (a) If upon the death of an Interest Owner; the Company and/or the other Interest Owner <br /> ("Surviving Interest Owner") is the beneficiary(the"Beneficiary") of life insurance policies on the life of <br /> the deceased Interest Owner("Deceased Interest Owner"),then the procedure is as follows: <br /> (i) the Company and/or the Surviving Interest Owners, as appropriate, who is a <br /> Beneficiary shall be obligated to buy, and the personal representative of the Deceased Interest Owner <br /> shall be obligated to sell,that portion of the Deceased Interest Owner's Ownership Interest determined by <br /> multiplying the percentage Ownership Interest owned by the Deceased Interest Owner by a fraction, (A) • <br /> the numerator of which is the amount of life insurance proceeds to be received by the Beneficiary as a <br /> result of the death of the Deceased Interest Owner(up to the total purchase price for the Deceased Interest <br /> Owner's Ownership Interest (as determined above), and (B) the denominator of which is the total <br /> purchase price for the Deceased Interest Owner's Ownership Interest as determined in Section 10.3 <br /> above; and <br /> (ii) If all of the Deceased Interest Owner's Ownership Interest is not purchased <br /> pursuant to subsection 10.6(a)(i) above, then the Beneficiary shall have the first option to purchase the <br /> balance of the Ownership Interest of the Deceased Interest Owner. This option must be exercised, if at <br /> all, in writing within 180 days following the death of the Deceased Interest Owner. Thereafter, the <br /> Company shall purchase, and the personal representative of the Deceased Interest Owner shall sell, that <br /> portion of the Deceased Interest Owner's Ownership Interest not purchased by the Beneficiary pursuant to <br /> subsection 10.6(a)(i)above or through the exercise of the option described in this subsection 10.6(a)(ii). <br /> (iii) To the extent there is more than one Beneficiary and the aggregate amount of life <br /> insurance proceeds to be received by all Beneficiaries is more than the purchase price for the Ownership <br /> Interest,then each Beneficiary shall purchase a proportionate amount of the Ownership Interest to be sold <br /> based on the relative amount of life insurance proceeds received by each such Beneficiary. <br /> (iv) Any life insurance proceeds received by a Beneficiary in excess of the amount <br /> required to purchase the Deceased Interest Owner's Ownership Interest shall be retained by such <br /> Beneficiary. <br /> (b) If upon the death of an Interest Owner,neither the Company nor any other Interest Owner <br /> is the beneficiary of life insurance policies on the life of the Deceased Interest Owner, then Company <br /> and/or the other Members shall have the option to acquire the Ownership Interest of the Deceased Interest <br /> Owner at the price and on the terms set forth in Sections 10.3 and 10.4, and in accordance with the <br /> procedures set forth in Section 10.2 above; provided, however, that these purchase options must be <br /> 13 <br />
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