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reliance on the provisions of this Agreement or any
approval or authorization granted by the Company or any
other Covered Person. The provisions of this
Agreement, to the extent that they restrict the duties
and liabilities of a Covered Person otherwise existing
at law or in equity, are agreed by the Member and the
Manager to replace such other duties and liabilities of
such Covered Person.
f. The foregoing provisions of this
Section 18 shall survive any termination of this
Agreement.
19. Resignation.
No Member shall have the right to resign from
the Company except with the consent of the Manager and
upon such terms and conditions as may be specifically
agreed upon between the Manager and the resigning
Member.
* * * * * * *
21. Dissolution.
Subject to the provisions of Section 22 of
this Agreement, the Company shall be dissolved and its
affairs wound up upon the first to occur of the
following:
a. The determination of the Manager to
dissolve the Company;
b. The occurrence of an Event of Withdrawal;
c. The occurrence of any event which
terminates the membership of the last remaining Member
of the Company unless the business of the Company is
continued in a manner permitted by the Act including,
without limitation, the appointment by the Manager of a
member of this Company within ninety (90) days after
the occurrence of such an event; or
d. The entry of a decree of judicial
dissolution under Section 18-802 of the Act.
* * * * * * *
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