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Page 7—OPERATING AGREEMENT <br /> 8.1 (con't). The indemnification provided in this section will not be exclusive of <br /> any other rights to which any person may entitled under any statue,agreement, <br /> resolution of the Member or the Managers,contract, or otherwise. But despite <br /> any other provision of the agreement,the Company has no obligation to <br /> indemnify a Manager for: <br /> 8.1.1 Any breach of Manager's duty of loyalty to the Company; <br /> 8.1.2 Acts or omissions not in good faith that involve intentional <br /> misconduct or a knowing violation of law; <br /> 8.1.3 Any unlawful distribution under the Act;or <br /> 8.1.4 Any transaction in which the Manager derives improper personal <br /> benefit. <br /> 8.2 Limitation of Liability. No Manager of the Company is liable to the <br /> Company for monetary damages resulting from the Manager's conduct <br /> • except to the extent that the Act,as it now exists or may be amended in, <br /> the future,prohibits the elimination or limitation of liability of managers of <br /> limited liability companies. No repeal or amendment of the section or of <br /> the Act will adversely affect any right or protection of the Managers for <br /> actions or omissions prior to the repeal or amendment. <br /> 9. MISCELLANEOUS PROVISIONS <br /> 9.1 Amendment. The Member may amend or repeal all or part of this <br /> agreement by written instrument. The Mangers may not amend or repeal <br /> all or any part of the agreement. <br /> 9.2 Governing Law. This agreement will be governed by the law of the State <br /> of Oregon. <br /> 9.3 Severability. If any provision of this agreement is invalid or <br /> unenforceable,it will not affect the remaining provisions. <br /> w <br /> Rick A. Ma Mem <br />