WHEN
ALL ASSETS OWNED BY THE COMPANY SHALL HAVE BEEN DISPOSED OF AND THE NET
PROCEEDS, AFTER SATISFACTION OF LIABILITIES TO COMPANY CREDITORS, SHALL HAVE
BEEN DISTRIBUTED AMONG THE MEMBERS.
ARTICLE XVI
AMENDMENT
1.
MODIFICATION OF THIS AGREEMENT.
THIS
AGREEMENT MAY BE MODIFIED AS PROVIDED IN THIS ARTICLE XVI (AS THE SAME MAY FROM
TIME TO TIME BE AMENDED).
2.
AMENDMENT OR MODIFICATION OF
AGREEMENT.
THE AGREEMENT MAY BE AMENDED OR MODIFIED FROM TIME TO TIME ONLY
PURSUANT TO A WRITTEN INSTRUMENT ADOPTED AND EXECUTED BY ALL OF THE MEMBERS.
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ARTICLE XVII
MISCELLANEOUS PROVISIONS
1.
PRONOUNS AND PLURALS.
EXCEPT WHERE THE
SAME SHALL NOT BE APPROPRIATE, REFERENCES HEREIN TO THE SINGULAR SHALL INCLUDE
THE PLURAL AND TO THE PLURAL SHALL INCLUDE THE SINGULAR; REFERENCES TO THE
MASCULINE GENDER SHALL INCLUDE THE FEMININE AND NEUTER GENDERS (AND VICE VERSA).
2.
WAIVER.
NO CONSENT OR WAIVER, EXPRESS
OR IMPLIED, BY ANY MEMBER TO OR OF ANY BREACH OR DEFAULT BY ANY OTHER MEMBER IN
THE PERFORMANCE BY THE OTHER OF SUCH MEMBER'S OBLIGATIONS HEREUNDER SHALL BE
DEEMED OR CONSTRUED TO BE A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OR
DEFAULT BY THE OTHER IN THE PERFORMANCE BY SUCH OTHER PARTY OF THE SAME OR ANY
OTHER OBLIGATIONS OF SUCH MEMBER HEREUNDER.
FAILURE ON THE PART OF ANY MEMBER
TO OBJECT TO OR COMPLAIN OF ANY ACT OR FAILURE TO ACT OF ANY OF THE OTHER
MEMBERS OR TO DECLARE ANY OF THE OTHER MEMBERS IN DEFAULT, IRRESPECTIVE OF HOW
LONG SUCH FAILURE CONTINUES, SHALL NOT CONSTITUTE A WAIVER BY SUCH MEMBER OF ITS
RIGHTS HEREUNDER.
3.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE
INVALID OR UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT AND THE
APPLICATION OF SUCH PROVISIONS TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE
AFFECTED THEREBY AND SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
4.
TITLES AND CAPTIONS.
ALL
SECTION TITLES OR CAPTIONS CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY
AND SHALL NOT BE DEEMED A PART OF THE CONTEXT OF THIS AGREEMENT.
5.
AGREEMENT IN COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED
AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN
ADDITION, THIS AGREEMENT MAY CONTAIN MORE THAN ONE COUNTERPART OF THE SIGNATURES
PAGE AND THE AGREEMENT MAY BE EXECUTED BY THE AFFIXING OF THE SIGNATURES OF EACH
OF THE MEMBERS TO ONE OF SUCH COUNTERPART SIGNATURE PAGES; ALL OF SUCH SIGNATURE
PAGES SHALL BE READ AS THOUGH ONE, AND SHALL HAVE THE SAME FORCE AND EFFECT AS
THOUGH ALL OF THE SIGNERS HAD SIGNED A SINGLE SIGNATURE PAGE.
EACH PARTY SHALL
BECOME BOUND BY THIS AGREEMENT IMMEDIATELY UPON AFFIXING HIS, HER OR ITS
SIGNATURE HERETO, INDEPENDENT OF THE SIGNATURE OF ANY OTHER PARTY.
6.
BINDING AGREEMENT.
SUBJECT TO THE
RESTRICTIONS ON TRANSFERS SET FORTH HEREIN, THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF