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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> specifically provided in this Agreement, each Member shall only be entitled to look solely at the <br /> assets of Company for the return of his or her positive Capital Account balance and shall have no <br /> recourse for his or her Capital Contribution and/or share of Net Profits (upon dissolution or <br /> otherwise) against the Manager or any other Member except as provided in Article X. <br /> 9.8 Certificate of Cancellation. The Manager or Members who filed the <br /> Certificate of Dissolution shall cause to be filed in the office of, and on a form prescribed by, the <br /> Nevada Secretary of State, a certificate of cancellation of the Articles upon the completion of the <br /> winding up of the affairs of Company. <br /> 9.9 No Action for Dissolution. Except as expressly permitted in this Agreement, <br /> a Member shall not take any voluntary action that directly causes the dissolution of Company. The <br /> Members acknowledge that irreparable damage would be done to the goodwill and reputation of <br /> Company if any Member should bring an action in court to dissolve Company under circumstances <br /> where dissolution is not required by Section 9.1 hereof. This Agreement has been drawn carefully <br /> to provide fair treatment of all parties and equitable payment in liquidation of the Economic <br /> Interests. Accordingly, except where the Manager has failed to liquidate Company as required by <br /> this Article IX, each Member hereby waives and renounces his or her right to initiate legal action <br /> to seek the appointment of a receiver or trustee to liquidate Company or to seek a decree of judicial <br /> dissolution of Company on the ground that (a) it is not reasonably practicable to carry on the <br /> business of Company in conformity with the Articles or this Agreement, or (b) dissolution is <br /> reasonably necessary for the protection of the rights or interests of the complaining Member. <br /> Damages for breach of this Section 9.9 shall be monetary damages only (and not specific <br /> performance), and the damages may be offset against distributions by Company to which such <br /> Member would otherwise be entitled. <br /> ARTICLE X <br /> INDEMNIFICATION AND INSURANCE <br /> 10.1 Indemnification of Agents. Company shall indemnify any Person who was <br /> or is a party or is threatened to be made a party to any threatened, pending or completed action, <br /> suit or proceeding by reason of the fact that he or she is or was a Member, Manager, officer, <br /> employee or agent, he or she is or was serving at the request of Company as a manager, director, <br /> officer, employee or other agent of another limited liability company, corporation, partnership, <br /> joint venture,trust or other enterprise(all such Persons being referred to hereinafter as an"agent"), <br /> to the fullest extent permitted by applicable law in effect on the date hereof and to such greater <br /> extent as applicable law may hereafter from time to time permit. The Manager shall be authorized, <br /> on behalf of Company, to enter into indemnity agreements from time to time with any Person <br /> entitled to be indemnified by Company hereunder,upon such terms and conditions as the Manager <br /> deems appropriate in their business judgment. <br /> 22 <br />