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11.3 Insurance. The Company may contract for life insurance on the lives of each of the <br /> Members,in any amount not disproportionate to the value of each Member's Membership Interest. <br /> In the event of death of a Member,insurance proceeds paid to the Company will be used to purchase <br /> the Membership Interest of the deceased Member. The purchase price shall be the greater of the <br /> amount determined under Section 7.3 or the amount of insurance proceeds received by the <br /> Company. The payment of the purchase price to the decedent's representatives or heirs shall be <br /> made within thirty (30) days following receipt of the insurance proceeds by the Company. <br /> XII <br /> SALE OF A MEMBER'S INTEREST <br /> 12.1 Provisions Restricting Sale of Membership Interests. In the event a Member <br /> desires to sell,assign,or otherwise transfer his or her Membership Interest in the Company and has <br /> obtained a bona fide offer for the sale thereof made by some person not a Member of this Company, <br /> he or she shall first offer to sell, assign, or otherwise transfer the Membership Interest to the other <br /> Members at the price and on the same terms as previously offered him or her, and each of the other <br /> Members shall have the right to purchase his or her proportionate share of the selling Member's <br /> Membership Interest. If any Member does not desire to purchase the Membership Interest on such <br /> terms or at such price and the entire Membership Interest is not purchased by the other Members,no <br /> other Members may purchase any part of the Membership Interest, and the selling Member may <br /> then sell, assign, or otherwise transfer his or her entire Membership Interest in the Company to the <br /> person making the said offer at the price offered. The intent of this provision is to require that the <br /> entire Membership Interest of a Member be sold intact without fractionalization. A purchaser of a <br /> Membership Interest of the Company shall not become a Member and shall not participate in the <br /> management of the Company,without the unanimous consent of the non-selling Members,but shall <br /> be entitled to receive the share of profits, gains, losses, deductions, credits, and distributions to <br /> which the selling Member would be entitled. <br /> XIII <br /> MEMBER'S COVENANTS <br /> 13.1 Member's Personal Debts. In order to protect the property and assets of the <br /> Company from any claim against any Member for personal debts owed by such Member, each <br /> Member shall promptly pay all debts owing by him or her and shall indemnify the Company from <br /> any claim that might be made to the detriment of the Company by any personal creditor of such <br /> Member. <br /> 13.2 Alienation of Membership Interest. No Member shall, except as provided in <br /> Article XII, sell, assign, mortgage, or otherwise encumber his or her Membership Interest in the <br /> Company or in its capital assets or property; or enter into any agreement of any kind that will result <br /> in any person,firm,or other organization becoming interested with him or her in the Company;or do <br /> any act detrimental to the best interests of the Company. <br /> 13 <br />