Organizational Transition. Prior to the Date of Disaffiliation, Local Church shall make reasonable efforts to remove all United Methodist branding and refrain from holding itself out as a United Methodist Church. Further, Local Church shall by the Date of Disaffiliation transfer all its property, debts, loans, liabilities and obligations to Newco. Local Church shall take all steps necessary to dissolve as a corporation in accordance with New York law within ninety (90) days after such Disaffiliation Date. Local Church shall indemnify, defend, and hold harmless the UNY Conference and its respective agents, officers, directors, and employees from any liability or costs (including reasonable attorney’s fees) resulting from any claim, action, or cause of action for damages of any kind or type resulting from Local Church’s failure to take all necessary steps as required by this Section and all other necessary steps as required under this Agreement.
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