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Member may be entitled to by contract or as a matter of law or <br />equity, and (ii) survive the dissolution, liquidation or termination of <br />the Company as well as the death, removal, incompetency or <br />insolvency of the Member. <br />v. The termination of any Claim or threatened Claim against the <br />Member by judgment, order, settlement or upon a plea of nolo <br />contendere or its equivalent shall not, of itself, cause the Member <br />not to be entitled to indemnification as provided herein unless and <br />until Judicially Determined to not be so entitled. <br />11. Death, Disability, Dissolution. <br />a. Death of Member. Upon the death of the Member, the Company shall be <br />dissolved. By separate written documentation, the Member shall <br />designate and appoint the individual who will wind down the Company's <br />business and transfer or distribute the Member's Interests and Capital <br />Account as designated by the Member oras may otherwise be required by <br />law. <br />b. Disability of Member. Upon the disability -of a Member, the Member may <br />continue to act as Manager hereunder or appoint a person to so serve <br />until the Member's Interests and Capital Account of the Member have <br />been transferred or distributed. <br />c. Dissolutlon. The Company shall dissolve and its affairs shall be wound up <br />on the first to occur of: <br />L At a time, or upon the occurrence of an event specified in the <br />Articles of Organization or this Agreement. <br />ii. The determination by the Member that the Company shall be <br />dissolved. <br />12. Miscellaneous Provisions. <br />a. Article Headinas. The Article headings and numbers contained in this <br />Agreement have been inserted only as a matter of convenience and for <br />reference, and in no way shall be construed to define, limit or describe the <br />scope or intent of any provision of this Agreement. <br />b. Entire Agreement. This Agreement constitutes the entire agreement <br />between the Member and the Company. This Agreement supersedes any <br />and all other agreements, either oral or written, between said parties with <br />respect to the subject matter hereof. <br />Page 5 of 6 <br />Copyright© 2016 by eForms <br />