10.1. SR 02-05-2018 - Laserfiche WebLink

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the Member's Interest, at least twenty percent of the total purchase price of the Interest. Such initial payment shall be made on or before the thirtieth -day following the date upon which the accountants determine the purchase price of the Interest. (d) The LLC shall pay to the selling party the balance of the purchase price (hereinafter referred to as the "Balance") represented by the amount by which the aggregate purchase price of the Interest exceeds the amount of the initial payment, within 5 months from the date of death. The Balance outstanding shall bear interest from the date of death, payable monthly together with the principal, at 6 percent per annum. (e) The obligation to pay the Balance and interest thereon shall be evidenced by a duly executed promissory note, payable to the order of the selling party, secured by the Interest being sold which shall be held in escrow until the final payment, and containing the aforesaid terms and such other terms as are customary for such instruments, including acceleration in the event of default, the right of prepayment in whole or part without penalty. ARTICLE VIII GOVERNOR MANAGEMENT 8.1 Managemem by Govemors. The management shall be by Briggs Properties, Inc. ARTICLE IX AMENDMENTS C" 9.1 Amendment of Agreement No change, modification or amendment of this Agreement shall be valid or biding unless such change, modification or amendment shall be in writing signed by 100% in Voting Interests of the Members; provided, however, in no event may this Agreement be amended to provide for less than unanimous consent to avoid dissolution under Section 5.1. ARTICLE X MISCELLANEOUS 10.1 Governing Law. This Agreement and the rights of the parties hereunder will be governed, interpreted and enforced in accordance with the law of the State of Minnesota 10.2 Binding Effect. This Agreement will be binding upon and inure to the benefit of the Members, and their respective distributes, successors and assigns. 10.3 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provision had never comprised a part of this Agreement; and the remaining provision s of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added 0