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"Cash Flow" means all cash funds derived from operations of the Company (including <br /> interest received on reserves), without reduction for any noncash charges, but less cash funds <br /> used to pay current operating expenses and to pay or establish reasonable reserves for future <br /> expenses, debt payments, capital improvements and replacements as determined by the General <br /> Manager. Cash Flow shall not include Capital Proceeds, but shall be increased by the reduction <br /> of any reserve previously established. <br /> "Code" means the Internal Revenue Code of 1986, as amended, or any corresponding <br /> provision of any succeeding law. <br /> "Company" means the limited liability company formed in accordance with this <br /> Agreement. <br /> "CSOS" means the Colorado Secretary of State. <br /> "General Manager" is the Person designated as such in Section V. <br /> "Interest Holder" means any Person who holds a Membership Interest, whether as a <br /> Member or as an unadmitted assignee of a Member. <br /> "Involuntary Withdrawal" means, with respect to any Member, the occurrence of any of <br /> the following events: <br /> (i) the Member makes an assignment for the benefit of creditors; <br /> (ii)the Member files a voluntary petition of bankruptcy; <br /> (iii) the Member is adjudged bankrupt or insolvent or there is entered against the Member <br /> an order for relief in any bankruptcy or insolvency proceeding; <br /> (iv) the Member files a petition seeking for the Member any reorganization, arrangement, <br /> composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or <br /> regulation; <br /> (v) the Member seeks, consents to, or acquiesces in the appointment of a trustee for, <br /> receiver for, or liquidation of the Member or of all or any substantial part of the Member's <br /> properties; <br /> (vi) the Member files an answer or other pleading admitting or failing to contest the <br /> material allegations of a petition filed against the Member in any proceeding described in <br /> Subsections (i) through (v); <br /> (vii) any proceeding against the Member seeking reorganization, arrangement, <br /> composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or <br /> regulation, continues for one hundred twenty (120) days after the commencement thereof, or the <br /> appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of <br />