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ARTICLE 8: DISSOLUTION <br /> 8.1 Dissolution. The Company will be dissolved upon the first to occur of the <br /> following events: <br /> (i) The unanimous agreement of all Members in a consent in writing <br /> to dissolve the Company; <br /> (ii) Entry of a decree of judicial dissolution under Colorado Limited <br /> Liability Company Act; <br /> (iii) At any time that there are no Members,unless and provided that <br /> the Company is not otherwise required to be dissolved and wound <br /> up,within 90 days after the occurrence of the event that terminated <br /> the continued membership of the last remaining Member,the legal <br /> representative of the last remaining Member agrees in writing to <br /> continue the Company and (i) to become a Member; or (ii) to the <br /> extent that the last remaining Member assigned its interest in the <br /> Company, to cause the Member's assignee to become a Member of <br /> the Company, effective as of the occurrence of the event that <br /> terminated the continued membership of the last remaining <br /> Member; <br /> (iv) The sale or transfer of all or substantially all of the Company's <br /> assets; <br /> (v) A merger or consolidation of the Company with one or more <br /> entities in which the Company is not the surviving entity. <br /> 8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth <br /> in this Agreement or required by applicable law, the death, incapacity, disassociation, <br /> bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of <br /> the Company. <br /> ARTICLE 9: INDEMNIFICATION <br /> 9.1 Indemnification. The Company has the power to defend, indemnify, and <br /> hold harmless any Person who was or is a party, or who is threatened to be made a <br /> party, to any Proceeding (as that term is defined below) by reason of the fact that such <br /> Person was or is a Member,officer, employee, representative, or other agent of the <br /> -9- <br />