Laserfiche WebLink
agreement to be bound by the terms and conditions of this Agreement, which instrument may be <br />a counterpart signature page to this Agreement. if the Member transfers all of its Percentage <br />Interest in the Company pursuant to this Section 13, such admission shall be deemed effective <br />immediately prior to the transfer and, immediately following such admission, the transferor <br />Member shall cease to be a member of the Company. Notwithstanding anything in this <br />Agreement to the contrary, any successor to the Member by merger or consolidation shall, <br />without further act, be the Member hereunder, and such merger or consolidation shall not <br />constitute an assignment for purposes of this Agreement and the Company shall continue without <br />dissolution. The Manager shall amend this Agreement from time to time to reflect any transfers <br />made in accordance with this Section 13. <br />14. Resignation. The Member may resign from the Company. <br />15. Liability of the Member. The Member shall not have any liability for the <br />obligations or liabilities of the Company except to the extent expressly provided in the Colorado <br />Act. <br />16. Indemnification. To the fullest extent permitted by applicable law, a <br />Covered Person shall be entitled to indemnification from the Company for any loss, damage or <br />claim incurred by such Covered Person by reason of any act or omission performed or omitted <br />by such a manner reasonably believed to be within the scope of authority conferred on such <br />Covered Person by this Agreement, except to the extent that such loss, damage or claim arose out <br />of such Covered Person's bad faith, willful misconduct or gross negligence; provided, however, <br />that any indemnity under this Section 16 shall be provided out of and to the extent of Company <br />assets only, and no Covered Person shall have any personal liability on account thereof. <br />"Covered Person" means the Manager, the Member, any affiliate of the Manager <br />or Member, any partners, members, employees, representatives, officers or agents of the <br />Manager or Member, or their respective affiliates, or any employee or agent of the Company or <br />its affiliates. <br />17. Limitation on Liability. No Manager or Member shall be liable under a <br />judgment, decree or order of any court, or in any other manner, for a debt, obligation or liability <br />of the Company, except as provided by law and pursuant to this Agreement. No Manager or <br />Member shall be required to loan any funds to the Company. As provided in the Colorado Act, <br />the failure of the Company to observe the formalities or requirements relating to the management <br />of its business is not in itself a ground for imposing personal liability on the Manager or Member <br />for liabilities of the Company. <br />18. Conflicts of Interest. <br />(a) General. Neither the Manager nor the Member violates a duty or <br />obligation to the Company merely because its conduct furthers its own interests. <br />(b) Business Opportunities. Any Manager or Member may engage <br />and invest in other business ventures or properties of any nature, whether or not competitive with <br />the business of the Cotgpany. It is expressly understood that any Manager or Member may enter <br />into transactions that ar' � milar to the transactions into which the Company may enter, and the <br />DEN 98297713 v1 3 <br />