CDW 2015 Annual Report Download - page 127

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8.5 Appearance as a Witness . Notwithstanding any other provision of this Article VIII , the Company may pay or reimburse reasonable out‑of‑pocket
expenses incurred by a Manager, officer or employee in connection with his or her appearance as a witness or other participation in a Proceeding related to or arising out of
the business of the Company at a time when he or she is not a named defendant or respondent in the Proceeding.
8.6 Non‑exclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred in this Article VIII shall not be
exclusive of any other right which a Manager, officer or other Person indemnified pursuant to this Article VIII may have or hereafter acquire under any law (common or
statutory), any provision of the Articles of Organization or this Agreement, the Unitholders Agreement, any other separate contractual arrangement, any vote of the
Member or disinterested Managers, or otherwise.
8.7 Insurance . The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a officer,
employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise, against any expense, liability or loss, whether or not the Company would have the obligation to indemnify such Person against such expense, liability or
loss under this Article VIII .
8.8 Savings Clause . If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless each Manager, officer or any other Person indemnified pursuant to this Article VIII as to costs, charges and
expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent
permitted by applicable law.
ARTICLE IX
Miscellaneous
9.1 Tax Treatment . The Company shall be taxed as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or
local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company treated as a disregarded entity for
U.S. federal income tax purposes (as well as for any analogous state or local tax purposes).
9.2 Amendments . Amendments to this Agreement and to the Articles of Organization shall be approved in writing by the Member. An amendment
shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the Act.
9.3 Severability . If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the
extent of such invalidity or unenforceability; provided,however,that the remaining provisions will continue in full force without being impaired or invalidated in any way
unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise,
any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the
invalid or unenforceable provision.
9.4 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to the
principles of conflicts of laws thereof.
9.5 Limited Liability Company . The Member intends to form a limited liability company and does not intend to form a partnership under the laws of
the State of Wisconsin or any other laws.
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