(b) No member shall be liable for the debts, liabilities and
obligations of the Company, including any debts, liabilities and obligations
under a judgment, decree or order of a court.
(c) Neither a member nor any of its affiliates, partners, members,
directors, managers, officers or employees shall be expressly or impliedly
restricted or prohibited by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever. Except as otherwise agreed in writing, each member
and its affiliates, partners, members, directors, managers, officers and
employees shall have the right to conduct, or to possess a direct or indirect
ownership interest in, activities and business ventures of every type and
description, including activities and business ventures in direct competition
with the Company.
SECTION 7. Percentage Interests. Each member has heretofore made the
capital contribution or has the percentage interest described in the Limited
Liability Company Agreement dated March 20, 1998. As of the date hereof, the
Percentage Interests or number of membership units held by each Member shall be
as set forth in Exhibit A attached hereto.
SECTION 8. Distributions. The Company may from time to time distribute
to the members such amounts in cash and other assets as shall be determined by
the members. Each such distribution, including liquidating distributions, shall
be divided among the members in accordance with their Percentage Interests.
SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the members in accordance with their Percentage Interests or number
of membership units.
SECTION 10. Dissolution; Winding Up.
(a) The Company shall be dissolved upon (i) the adoption of a plan of
dissolution by the members or (ii) the occurrence of any event required to cause
the dissolution of the Company under the Delaware Limited Liability Company Act.
(b) Any dissolution of the Company shall be effective as of the date on
which the event occurs giving rise to such dissolution, but the Company shall
not terminate unless and until all its affairs have been wound up and its assets
distributed in accordance with the provisions of the Delaware Limited Liability
(c) Upon dissolution of the Company, the Company shall continue solely
for the purposes of winding up its business and affairs as soon as reasonably
practicable. Promptly after the dissolution of the Company, the Manager shall
immediately commence to wind up the affairs of the Company in accordance with
the provisions of this Agreement and the Delaware Limited Liability Company Act.
In winding up the business and affairs of the Company, the Manager may take any
and all actions that they determine in its sole discretion to be in the best
interests of the members, including, but not limited to, any actions relating to
(i) causing written notice by registered or certified mail of the Company's
intention to dissolve to be mailed to each known creditor of and claimant
against the Company, (ii) the payment, settlement or compromise of existing
claims against the Company, (iii) the making of reasonable provisions for
payment of contingent claims against the Company and (iv) the sale or
disposition of the properties and