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-s: <br /> In liquidating the Company,the Manager or liquidator may either sell all orail of the Company's assets and distribute the <br /> Ip,. <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 aider and priority provided by law,and theca to <br /> the Member or his,her or its successor in interest. <br /> Vill <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 Effect. Except as otherwise herein provided,this'Agreennent shall be binding upon and inure to <br /> the benefiit 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 /> 8.0 A licable haw. This Agreement shall be governed byi and:cbnis ed in accordance with the,laws of the <br /> State of Minnesota. Unless expressly or by necessary implication contravened:by any provision of the Act;the provisions of <br /> this Agreement shall control the affairs of the Company and the rights and.duties of die Manager and the Member. <br /> 8.04 ;successor in Interest. The Member shall have the unrestricted`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 /> designation or evidence of a <br /> g g bsence of any such. <br /> shall.honor such.designation as a contractual obligation here under,-fn.the u :•, <br /> contrary intent,the Company shall recognize the deceased Member's heirs at law as his or her.successors in interest <br /> hereunder(as determined 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`W`lTl,"l~SS'4filHEREO E,the Manager and the Member have executed and delivered this document effective as <br /> of the day and year:first set forth above.��,y...--�-""�' <br /> �.i. <br /> (Member); Patric s <br /> e7ber <br /> Copyright 2oo5,The Legal Protection Group,L.L.C. <br />