Real Property Transfer Agreement - Affordable HomeMatters Indiana LLC Intend Indiana

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APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM including the following: (a) collecting the Company's assets; (b) disposing of properties that will not be distributed in kind to the Member; (c) discharging or making provision for discharging liabilities; (d) distributing the remaining property to the Member; and (e) doing every other act necessary to wind up and liquidate the business and affairs of the Company. The Member shall follow the procedure for disposing of known claims set forth in Section 23-18-9-8 of the Act and shall publish notice of the dissolution of the Company pursuant to Section 23-18-9-9 of the Act. Section 9.3. Distribution of Assets. Upon the winding up of the Company, the assets shall be distributed as follows: (a) To creditors, including the Member if it is a creditor of the Company to the extent permitted by law, in the order of priority as provided by law to satisfy the liabilities of the Company whether by payment or by the establishment of adequate reserves, excluding liabilities for distributions to the Member pursuant to Article VI; (b) To the Member to repay any loans to the Company or to satisfy any liabilities for distributions pursuant to Article VI which remain unpaid; and (c) To the Member after giving effect to all contributions, distributions and allocations for all periods. ARTICLE X AMENDMENTS Section 10.1. Amendments. The Member and the Company may amend this Agreement from time to time by written instrument reflecting such amendment. ARTICLE XI INDEMNIFICATION (a) To the greatest extent not inconsistent with the laws and public policies of Indiana the Company shall indemnify any Member, Manager, or Organizer (any such Member, Manager, or Organizer and any responsible officers, partners, shareholders, members, directors, or managers of such Member, Manager, or Organizer which is an entity, hereinafter being referred to as the "Indemnified Person") made a Party (as hereinafter defined) to any Proceeding (as hereinafter defined) because such Person (as hereinafter defined) is or was a Member, Manager, or Organizer (or a responsible officer, partner, shareholder, member, director, or manager thereof), as a matter of right, against all Liability (as hereinafter defined) incurred by such Person in connection with any Proceeding; provided that it shall be determined in the specific case in accordance with -paragraph (d) of this Article XI that indemnification of such Person is permissible in the circumstances because the Person has met the standard of conduct for indemnification set forth in paragraph ( c) of this Article XI. E - Page 13 of 23 -