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In liquidating the Company, the Manager or liquidator may either sell all or pall of the Company's assets and distribute the <br />proceeds or may make distributions completely or partially in kind. The distribution of assets of the Company shall be <br />made in the following order: First, to the creditors of the Company, in the oider and priority provided by law, and then to <br />the Member or his, her or its successor in interest. <br />VIII <br />GENERAL PROVISIONS. <br />8.01 Captions. Any titles or captions to the articles or sections contained in this instrument are for convenience <br />only and shall not be deemed part of the context of this Agreement. <br />8.02 Binding Lrf ect. Except as otherwise herein provided, this'AFeement shall be binding upon and inure to <br />the benefit of the parties hereto, their heirs, executors, administrators, successors and all persons hereafter having or holding <br />an interest in this Company, whether as assignees or otherwise. <br />8.03 Applicable Law. This Agreement shall be governed byam4 cgnstrued in accordance with tho laws of the <br />State of Minnesota. Unless expressly or by necessary implication eontravenackby any provision of the Acts the provisions of <br />this Agreement shall control the affairs of the Company and the rights and, duties of.the Manager and the Member. <br />8.04 Successor in Interest. The Member shall have the umestiicted right to designate his successor (following <br />death) as to his interests in the Company by delivering an acknowledged instrument in writing to a Manager. The Company <br />shall honor such designation as a contractual obligation here under. In the absence of any such designation or evidence of a <br />} contrary intent, the Company shall recognize the deceased Member's heirs ai lawas his or her successors in interest <br />hereunder (as detemnined by the Company according to the laws of the intestate succession of the deceased Member's state <br />of domicile.) No such actual or deemed designation shall be treated as a testamentary transfer within the meaning of any <br />statute's requirements for one's last will and testament. <br />IN WITNESS WHEREOF, the Manager and the Member have executed and delivered this document effective as <br />of the day and year fast set forth above. <br />(Member): Patric l s <br />e�4trji rber <br />ate•'. <br />st ora <br />Copyright © 2005, The Legal Protection Group, LLC. <br />