Sample Buy-Sell Agreement Page 7
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10Article V - Life Insurance
1. Required Policies. Each Owner will apply for, own, and be the beneficiary of one or
more life insurance policies, one policy on the life of each other Owner. Each policy shall
have death proceeds payable in an amount that is the greater of (i) the amount reasonably
calculated to fully pay for such beneficiary-Owner's prorata share of the insured-Owner's
Units at the Purchase Price, as if the insured-Owner died, or (ii) the amount listed on
Schedule B. Each Owner will take any actions required to maintain in force all of the
insurance policies that he or she is required to maintain under this Article, and will not
cancel them or allow them to lapse without the prior written consent of each other Owner.
2. Added Policies. Each Owner may acquire any additional policies of life insurance
that he or she reasonably deems appropriate to carry out this Agreement. Each insured-
Owner will cooperate fully in any such acquisitions, including submitting to any physical
examinations and providing any medical information required by the insurance company.
All additional policies will be listed on Schedule C.
3. Premiums. Each Owner will pay every premium on any life insurance policies that he
or she is required to maintain under this Article. Further, each Owner will give each other
Owner proof of such payment within fifteen days after the date the premium was due. If
any Owner fails to provide such proof, any other Owner may pay the premium and be
reimbursed for his or her payment by the Owner who failed to provide such proof. All
dividends on such policies shall be applied to the payment of premiums.
Article VI - Terminating or Amending the Agreement
1. Termination. This Agreement will terminate if the Company is dissolved, put into
receivership, or becomes bankrupt. Further, Owners who hold at least 0.00 percent of the
outstanding Units may agree in writing to terminate this Agreement. However, the
Owners may not voluntarily terminate this Agreement to the disadvantage of any Owner
whose Units have been offered (or deemed offered) for sale, but for which the closing
date has not yet occurred. Any Owner who sells or otherwise disposes of his or her Units
pursuant to the terms of this Agreement shall no lo nger be a party to this Agreement.
Such Owner shall then have no further rights or obligations under this Agreement.
2. Amendment. This Agreement may be amended upon the written consent of Owners
who hold at least 0.00 percent of the outstanding Units. However, the Owners may not
amend this Agreement to the disadvantage of any Owner whose Units have been offered
(or deemed offered) for sale, but for which the closing date has not yet occurred.
3. Return of Certificates. When this Agreement terminates, the Owners may return their
certificates for the Units to the Company's Secretary who will issue new certificates for
an equal number of Units without the restrictive endorsement required by Article IV.
Article VII - Continuation of Restrictions
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