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<br />The Company shall indemnify and hold harmless the Members against any and an claims, <br />actions, demands, costs, expenses (including attorneys' fees through all appeals), damages and <br />losses as a result of any allegation, claim or legal proceeding Ie1ating to My act or omission <br />conoeming the activities of the Company, unless the person or party against whom any such <br />allegation or claim i$ made or Iegat proceeding directed was culpable of teektes8nes$ or willful or <br />wanton misconduct. The indemnification of the Members shaD be limited to and recoverable only <br />out d the assets of the COn'P8fIY. In addiIion to the foIegoing, each lien... shall indemnify the <br />other Members, to the extent of the indemnifying Member's proportionate ownership in the <br />Company, from any' and all liability. costs or damages a Member may suffer as a result of any <br />loan, lease, or any other such obligation for which a Member becomes personaHy liable. <br /> <br />ARTICLE VI <br />TRANSFERSlWlTHDRAWAUSALE <br /> <br />6.01 Transfers of Member Int8resis. <br />Other than pursuant to the tenns of this AIticIe VI, no ahnbe. may, without the prior <br />written consent of aft of the other Members, withdraw from the Company or sell, assign, <br />mortgage, hypothecate, transfer, pledge. a'eate a security interest in or lien upon, encumber, <br />give, or otherwise voluntarily or involuntarily dispose of any Member Interests (a "Transfer <br />Eve.d"1. now owned or hereafter acquired by a f*-.tber. Any puIpOI1ed Tnmsfer Event which is <br />not in compliance with this Agreement is hereby declared to be null and void and of no force and <br />effect whatsoever. <br /> <br />6.02. Banknlptcy of a Member. <br /> <br />The bankruptcy of any Member shall not cause a dissolution of the Company. <br /> <br />6.03. Purchase of Member Interest Upon Certain Events. <br /> <br />(a) No Member shall have the right to withdraw from the Company. <br /> <br />(b) A Member desiring to sell all of his or her tnterest in the Company shall serve written <br />Notice thereof upon the Company and all of the other Members. Said Notice shall set forth (i) that <br />the Member desires to sell all of his or her interest in the Company and has received a bona fide <br />offer; (ii) the name and address of the proposed purchaser of the Member's interest; (iii) the sales <br />price to be paid by the proposed purchaser and the tanns and conditions of the sale; (iv) the date <br />of closing in the event that neither the Company nor the remaining Members exercise the rights to <br />acquire the interest of the Selling Member as set forth herein; and, (v) an offer to sell the said <br />interest to the Company and the other Members on the date of closing set forth in the Notice, for <br />a sales price and upon terms and conditions set forth in the Notice. For a period of thirty (30) <br />days after the mailing of such Notice, the Company shalt have the option to acquire the interest of <br />the Selling Member from the Selling Member on the date of closing set forth in the Notice, for a <br />purchase price and upon terms and conditions set forth in the Notice. The Company shall <br /> <br />-8- <br />