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•• 13. Dissolution. The Company shall be dissolved and its affairs wound up <br />upon the affirmative vote of the Members acting in accordance with Section 7 of this <br />Agreement. <br />14. Amendments. This Agreement may be amended only upon the written <br />consent of all of the Members. <br />15. Miscellaneous. Neither the Members nor the Directors shall have any <br />liability for the debts, obligations or liabilities of the Company except to the extent provided <br />by the Act. This Agreement shall be governed by, and construed under, the laws of the State <br />of Delaware, without regard to conflict of law rules. <br />16. Board of Directors and Officers. The Board ofDuectors may adopt s <br />and resolutions as are necessary and appropriate for the regulation of the affairs and the <br />conduct of the business of the Company, and may employ and retain persons as may be <br />necessary or appropriate for the conduct of the Company's business, including employees and <br />agents who may be designated as, officers with titles, including, but not limited to, <br />"chairman," "chief executive officer," "president," "executive vice president," "vice <br />president," "treasurer," "secretary," "managing director," "chief financial officer," "assistant <br />treasurer" and "assistant secretary." <br />IN WITNESS WHEREOF, the undersigned has duly executed this agreement <br />as of March 6, 1998 <br />MOUNTAIN CCfAL COl`d1PpCI~7Y; MEMBER <br />By: v ~ ~_ <br />N e: Mazk J. 1 ri dman <br />Title: Vce President and Secretary <br />-5- <br />