10.1. SR 02-05-2018 - Laserfiche WebLink

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In the event any Company asset is adjusted as a result of a revaluation pursuant to Treasury Regulations § 1.704-1(b) (2) (f), subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its fair market value as of the date of such revaluation in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. Any election or other decision relating to such allocations shall be made by the Board in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.5 are solely for purposes of federal, state and local taxes and shall not affect, Capital Account or share of income, profits, gains, losses, expenses, deductions, credits or other items or distributions pursuant to any provision of this Agreement. ARTICLE V AGREEMENT TO AVOID DISSOLUTION 5.1 Dissolution Avoidance Consent. At the request of the Company and no later than 90 days after the occurrence of an event that terminates the continued membership of another Member in the Company (including the events enumerated in Section 322B.80, subd. 1, clause (5) of the Act), each remaining Member shall be asked to consent to the continuation of the Company as a legal entity without dissolution and to the continuation of its business, pursuant to the power set forth in Article V of the Articles of Organization of the Company. 5.2 Status of Terminated Member if Dissolution is Avoided. If dissolution is avoided under Section 5.1, then the Member whose interest has terminated shall lose all Governance Rights owned before the termination of Membership. C 5.3 Status of Terminated Member if Dissolution is Not Avoided. If dissolution is not avoided under Section 5.1, then the Member whose interest has terminated shall retain all Governance Rights and Financial Rights owned before the termination of the membership and may exercise those rights through the winding up and termination of the Company. 5.4 Restoration of Governance Rights in Certain Cases. If dissolution is avoided under Section 5. 1, but the event that terminated the continue membership of a Member in the Company was the death of such member or a transfer of such decedent member's Interest to or from his estate or to or from a trust that has received such Interest by reason of such death, then the Governance Rights associated with such Interest shall be restored to such estate, trust or transferee thereof for all purposes under this Agreement. ARTICLE VI BUSINESS CONTINUATION AGREEMENT 6.1 Agreement to Continue Business. If an Event of Dissolution occurs and dissolution is not avoided, the remaining Members shall have the right to transfer the Company's assets and business to a successor limited liability company and to continue its business in such successor as provided Minnesota Statutes, Section 322B.813. 6.2 Procedures to Transfer and Continue Business. If the remaining Members agree G' to continue the business of the Company, the Board shall organize a new limited liability company (the "Successor'D under the Act and shall prepare a plan of merger pursuant to which the Company shall be merged into the Successor, which shall be the surviving company, and the