Limited Liability Company Agreement Template Page 15
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196.07
Indemnity of Manager.
Neither a Manager nor any of its members, officers or directors will be liable to the
Company or to the Member for any act or omission taken or omitted by the Manager or by any of
them in good faith, provided that such act or omission did not constitute fraud, willful misconduct
or an intentional violation of law. The Company will, to the fullest extent permitted by law,
indemnify and hold harmless the Manager, its members, officers or directors from and against
any and all loss, cost, damage, expense (including without limitation fees and expenses of
attorneys) or liability by reason of any acts taken by the Manager for the Company, except to the
extent that the loss, cost, damage, expense or liability resulted from the Manager's fraud, willful
misconduct, or intentional violation of law.
ARTICLE VII.
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
7.01
Maintenance of Books.
The Company shall keep books and records of accounts and shall keep minutes of the
proceedings of its Member. The books of account for the Company shall be maintained in
accordance with the terms of this Agreement.
7.02
Accounts.
The Member shall establish and maintain one or more separate bank and investment
accounts and arrangements for Company funds in the Company name with financial institutions
and firms that the Member determines.
7.03
Tax Returns.
The Member shall prepare and file all necessary federal and state income tax returns for
the Company.
ARTICLE VIII.
DISSOLUTION, LIQUIDATION, AND TERMINATION
8.01
Dissolution.
Subject to Section 2.07, the Company shall dissolve and its affairs shall be wound up on
the first to occur of the following:
(a)
the written consent of the Member; and
(b)
entry of a decree of judicial dissolution of the Company under section 18-802 of the Act.
(c) The termination of the legal existence of the last remaining member of the Company or
the occurrence of any other event which terminates the continued membership of the last
remaining member of the Company in the Company unless the Company is continued without
dissolution in a manner permitted by this Agreement or the Act.
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