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(b) Upon compliance with the conditions specified in Section 7.03(a) hereof, <br /> the withdrawing Member shall no longer be considered a Member for any reason or <br /> purpose under this Agreement and its rights and obligations under this Agreement shall <br /> terminate. The withdrawal of a Member shall not affect any obligations of such Member <br /> under any contract between the withdrawing Member and the Authority. <br /> (c) Any Member which has (i) defaulted under a contract with the Authority, <br /> or (ii) failed to pay any required contributions, payments or advances in accordance with <br /> Section 6.01 hereof, may have its rights under this Agreement terminated and may be <br /> excluded from participating in the Authority by a vote of a majority of the members of the <br /> Board voting on the matter (excluding from voting the member(s) of the Board, if any, <br /> representing the defaulting Member). Any excluded Member shall continue to be liable <br /> for its obligations under any contract with the Authority and for any unpaid contribution, <br /> payment or advance approved by the Board prior to such Member's exclusion and not <br /> objected to by such Member by written notice to the Authority within thirty(30)days after <br /> such approval. <br /> No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or <br /> exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or <br /> modification of this Agreement for purposes of Section 8.05 hereof. <br /> Section 7.04. Dissolution. With the approval of the Board, the Authority may be <br /> dissolved, if at the time of such dissolution the Authority has no Indebtedness outstanding and is <br /> not a party to any contract remaining in effect(unless adequate provision shall have been made for <br /> the discharge of such contract). Upon the dissolution or termination of the Authority, and after <br /> payment or provision for payment, all debts and liabilities, the assets of the Authority shall be <br /> distributed to the Members in such manner as shall be determined by the Board. <br /> ARTICLE VIII <br /> MISCELLANEOUS PROVISIONS <br /> Section 8.01. Notices. (a)Any notice, demand or request to any Member provided for in <br /> this Agreement shall be in writing and shall be deemed properly served,given,or made if delivered <br /> in person or sent by registered or certified mail, postage prepaid, to the person designated by such <br /> Member upon the commencement of its membership in the Authority. <br /> (b) A Member may, at any time, by written notice to each other Member and <br /> the Authority, designate different persons or different addresses for the giving of notices, <br /> demands or requests to it hereunder. <br /> (c) Any notice, demand or request to the Authority provided for in this <br /> Agreement shall be in writing and shall be deemed properly served, given, or made if <br /> delivered in person or sent by registered or certified mail, postage prepaid,to City of Santa <br /> Ana Public Financing Authority, 20 Civic Center Plaza, Santa Ana, California 92701, or <br /> at the notice address most recently provided by said Member pursuant to this Section 8.01. <br /> 11 <br /> 55394.00068\42104911.2 <br />