Election to Continue. Notwithstanding Section 8.1, upon the occurrence of any event of dissolution in Section 8.1(d), if all remaining Members consent within 90 days of the event causing the dissolution to continue the business of the Company in accordance with the terms of this Operating Agreement, the Company shall redeem the Membership Interest of the Member as to which the event of the dissolution occurred, as of the date of such event of dissolution, for an amount equal to the capital account of such Member as of such date, and the Company shall not dissolve but shall continue; provided, however, that if the Membership Interest is subject to a buy-out agreement with the Company (or affiliate of the Company) that was entered into in connection with the purchase of the Membership Interest in the Company, then the Company will permit the redemption by such buy-out agreement rather than by foregoing provision of the this section 8.2.
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Election to Continue. Notwithstanding Section 8.1, upon the occurrence of any event of dissolution in Section 8.1(d), if all remaining Members consent within 90 days of the event causing the dissolution to continue the business of the Company in accordance with the terms of this Operating Agreement, the Company shall redeem the Membership Interest of the Member as to which the event of the dissolution occurred, as of the date of such event of dissolution, for an amount equal to the capital account of such Member as of such date, and the Company shall not dissolve but shall continue; provided, however, that if the Membership Interest is subject to a buy-out agreement with the Company (or affiliate of the Company) that was entered into in connection with the purchase of the Membership Interest in the Company, then the Company will permit the redemption by such buy-out agreement rather than by foregoing provision of the this section 8.28.
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Sources: Operating Agreement