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IAA Acquisition Corp., et al. – ‘S-4’ on 1/24/08 – EX-3.39

On:  Thursday, 1/24/08, at 9:22pm ET   ·   As of:  1/25/08   ·   Accession #:  1193125-8-11728   ·   File #s:  333-148847, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50, -51, -52, -53, -54

Previous ‘S-4’:  ‘S-4/A’ on 9/14/05   ·   Next & Latest:  ‘S-4/A’ on 2/11/08   ·   18 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/25/08  IAA Acquisition Corp.             S-4                  167:19M                                    RR Donnelley/FA
          Asset Holdings III, L.P.
          Adesa Washington, LLC
          Adesa-South Florida, LLC
          Adesa New Jersey, LLC
          Adesa Lansing, LLC
          Adesa Dealer Services, LLC
          Adesa Atlanta, LLC
          A.D.E. of Knoxville, LLC
          Adesa Corporation, LLC
          IAA Services, Inc.
          Insurance Auto Auctions Corp.
          Sioux Falls Auto Auction, Inc.
          Autovin, Inc.
          Adesa Southern Indiana, LLC
          Adesa San Diego, LLC
          Adesa Missouri, LLC
          Adesa Lexington, LLC
          Insurance Auto Auctions, Inc
          Auto Dealers Exchange of Memphis, LLC
          Adesa Texas, Inc.
          Adesa Mexico, LLC
          Adesa Colorado, LLC
          Adesa Birmingham, LLC
          Adesa Arkansas, LLC
          A.D.E. of Ark-La-Tex, Inc.
          Adesa Inc
          Automotive Finance Corp
          Adesa Virginia, LLC
          Adesa New York, LLC
          Dent Demon, LLC
          Auto Disposal Systems, Inc.
          Axle Holdings, Inc.
          Ads Ashland, LLC
          Adesa Phoenix, LLC
          Adesa Charlotte, LLC
          KAR Holdings, Inc.
          Adesa Oklahoma, LLC
          Zabel & Associates, Inc.
          Adesa Florida, LLC
          Tri-State Auction Co., Inc.
          Adesa Pennsylvania, LLC
          Automotive Recovery Services, Inc.
          Adesa Impact Texas, LLC
          Auto Dealers Exchange of Concord, LLC
          Par, Inc.
          Ads Priority Transport Ltd.
          Adesa Ohio, LLC
          Adesa Des Moines, LLC
          Adesa Wisconsin, LLC
          Adesa Indianapolis, LLC
          Afc Cal, LLC
          Adesa Ark-La-Tex, LLC
          Automotive Finance Consumer Division, LLC
          Adesa California, LLC

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   4.62M 
                          Business-Combination Transaction                       
 2: EX-2.1      Agreement and Plan of Merger                        HTML    438K 
 3: EX-3.1      Certificate of Incorporation of Kar Holdings,       HTML     71K 
                          Inc., as Amended                                       
12: EX-3.10     Operating Agreement for A.D.E. of Knoxville, LLC,   HTML    127K 
                          as Amended                                             
102: EX-3.100    Code of Regulations for Auto Disposal Systems,      HTML     78K  
                          Inc.                                                   
103: EX-3.101    Articles of Organization of Ads Ashland, LLC        HTML     69K  
104: EX-3.102    Operating Agreement for Ads Ashland, LLC            HTML    117K  
105: EX-3.103    Articles of Organization of Ads Priority Transport  HTML     60K  
                          Ltd.                                                   
106: EX-3.104    Operating Agreement for Ads Priority Transport      HTML    118K  
                          Ltd.                                                   
107: EX-3.105    Articles of Organization of Dent Demon, LLC         HTML     71K  
108: EX-3.106    Operating Agreement for Dent Demon, LLC             HTML    115K  
109: EX-3.107    Certificate of Incorporation of Sioux Falls Auto    HTML     76K  
                          Auction, Inc.                                          
110: EX-3.108    By-Laws of Sioux Falls Auto Auction, Inc.           HTML    107K  
111: EX-3.109    Articles of Incorporation of Zabel & Associates,    HTML     64K  
                          Inc.                                                   
13: EX-3.11     Articles of Organization of Adesa Ark-La-Tex, LLC   HTML     64K 
112: EX-3.110    By-Laws of Zabel & Associates, Inc.                 HTML    107K  
14: EX-3.12     Amended and Restated Operating Agreement for Adesa  HTML    123K 
                          Ark-La-Tex, LLC, as Amended                            
15: EX-3.13     Certificate of Formation of Adesa Arkansas, LLC     HTML     99K 
16: EX-3.14     Operating Agreement for Adesa Arkansas, LLC, as     HTML    128K 
                          Amended                                                
17: EX-3.15     Certificate of Formation of Adesa Atlanta, LLC      HTML     64K 
18: EX-3.16     Amended and Restated Operating Agreement for Adesa  HTML    122K 
                          Atlanta, LLC, as Amended                               
19: EX-3.17     Articles of Organization of Adesa Birmingham, LLC   HTML     82K 
20: EX-3.18     Operating Agreement for Adesa Birmingham, LLC, as   HTML    129K 
                          Amended                                                
21: EX-3.19     Articles of Organization-Conversion of Adesa        HTML     69K 
                          California, LLC                                        
 4: EX-3.2      By-Laws of Kar Holdings, Inc.                       HTML    160K 
22: EX-3.20     Operating Agreement for Adesa California, LLC, as   HTML    116K 
                          Amended                                                
23: EX-3.21     Articles of Organization of Adesa Charlotte, LLC    HTML     72K 
24: EX-3.22     Operating Agreement for Adesa Charlotte, LLC, as    HTML    133K 
                          Amended                                                
25: EX-3.23     Articles of Organization of Adesa Colorado, LLC     HTML     95K 
26: EX-3.24     Operating Agreement for Adesa Colorado, LLC, as     HTML    131K 
                          Amended                                                
27: EX-3.25     Articles of Organization of Adesa Dealer Services,  HTML     72K 
                          LLC                                                    
28: EX-3.26     Operating Agreement for Adesa Dealer Services, LLC  HTML    117K 
29: EX-3.27     Articles of Organization of Adesa Des Moines, LLC   HTML     85K 
30: EX-3.28     Operating Agreement for Adesa Des Moines, LLC, as   HTML    132K 
                          Amended                                                
31: EX-3.29     Articles of Organization of Adesa Florida, LLC      HTML     75K 
 5: EX-3.3      Amended and Restated Certificate of Incorporation   HTML     69K 
                          of Adesa, Inc.                                         
32: EX-3.30     Operating Agreement for Adesa Florida, LLC, as      HTML    129K 
                          Amended                                                
33: EX-3.31     Certificate of Formation of Adesa Impact Texas,     HTML     83K 
                          LLC                                                    
34: EX-3.32     Operating Agreement for Adesa Impact Texas, LLC,    HTML    124K 
                          as Amended                                             
35: EX-3.33     Articles of Organization of Adesa Indianapolis,     HTML     72K 
                          LLC                                                    
36: EX-3.34     Operating Agreement for Adesa Indianapolis, LLC,    HTML    131K 
                          as Amended                                             
37: EX-3.35     Articles of Organization of Adesa Lansing, LLC      HTML    110K 
38: EX-3.36     Operating Agreement for Adesa Lansing, LLC, as      HTML    128K 
                          Amended                                                
39: EX-3.37     Articles of Organization of Adesa Lexington, LLC    HTML     78K 
40: EX-3.38     Operating Agreement for Adesa Lexington, LLC, as    HTML    134K 
                          Amended                                                
41: EX-3.39     Articles of Organization of Adesa Mexico, LLC       HTML     71K 
 6: EX-3.4      Amended and Restated By-Laws of Adesa, Inc.         HTML    107K 
42: EX-3.40     Operating Agreement for Adesa Mexico, LLC           HTML    111K 
43: EX-3.41     Certificate of Organization of Adesa Missouri, LLC  HTML     91K 
44: EX-3.42     Operating Agreement for Adesa Missouri, LLC, as     HTML    120K 
                          Amended                                                
45: EX-3.43     Certificate of Formation of Adesa New Jersey, LLC   HTML     68K 
46: EX-3.44     Operating Agreement for Adesa New Jersey, LLC, as   HTML    120K 
                          Amended                                                
47: EX-3.45     Articles of Organization of Adesa New York, LLC     HTML     70K 
48: EX-3.46     Operating Agreement for Adesa New York, LLC, as     HTML    131K 
                          Amended                                                
49: EX-3.47     Articles of Organization of Adesa Ohio, LLC         HTML     86K 
50: EX-3.48     Operating Agreement for Adesa Ohio, LLC, as         HTML    130K 
                          Amended                                                
51: EX-3.49     Articles of Organization of Adesa Oklahoma, LLC     HTML     88K 
 7: EX-3.5      Articles of Organization of Adesa Corporation, LLC  HTML     71K 
52: EX-3.50     Operating Agreement for Adesa Oklahoma, LLC, as     HTML    130K 
                          Amended                                                
53: EX-3.51     Certificate of Organization of Adesa Pennsylvania,  HTML    132K 
                          Inc.                                                   
54: EX-3.52     Operating Agreement for Adesa Pennsylvania, LLC     HTML    115K 
55: EX-3.53     Articles of Incorporation of Tri-State Auction      HTML     89K 
                          Co., Inc.                                              
56: EX-3.54     By-Laws of Tri-State Auction Co., Inc.              HTML    106K 
57: EX-3.55     Certificate of Formation of Adesa Phoenix, LLC      HTML     63K 
58: EX-3.56     Amended and Restated Operating Agreement for Adesa  HTML    122K 
                          Phoenix, LLC, as Amended                               
59: EX-3.57     Certificate of Incorporation of Axle Holdings,      HTML     68K 
                          Inc., as Amended                                       
60: EX-3.58     By-Laws of Axle Holdings, Inc.                      HTML    159K 
61: EX-3.59     Articles of Organization of Adesa San Diego, LLC    HTML     76K 
 8: EX-3.6      Operating Agreement for Adesa Corporation, LLC, as  HTML    120K 
                          Amended                                                
62: EX-3.60     Amended and Restated Operating Agreement for Adesa  HTML    119K 
                          San Diego, LLC, as Amended                             
63: EX-3.61     Articles of Organization of Adesa-South Florida,    HTML     62K 
                          LLC                                                    
64: EX-3.62     Amended and Restated Operating Agreement for        HTML    115K 
                          Adesa-South Florida, LLC                               
65: EX-3.63     Articles of Organization of Adesa Southern          HTML     72K 
                          Indiana, LLC                                           
66: EX-3.64     Operating Agreement for Adesa Southern Indiana,     HTML    132K 
                          LLC, as Amended                                        
67: EX-3.65     Articles of Incorporation of Adesa Texas, Inc.      HTML     82K 
68: EX-3.66     Amended and Restated Code of By-Laws of Adesa       HTML    109K 
                          Texas, Inc.                                            
69: EX-3.67     Articles of Organization of Adesa Virginia, LLC     HTML     71K 
70: EX-3.68     Operating Agreement for Adesa Virginia, LLC, as     HTML    122K 
                          Amended                                                
71: EX-3.69     Certificate of Formation of Adesa Washington, LLC   HTML     92K 
 9: EX-3.7      Articles of Incorporation of A.D.E. of Ark-La-Tex,  HTML     74K 
                          Inc.                                                   
72: EX-3.70     Operating Agreement for Adesa Washington, LLC, as   HTML    130K 
                          Amended                                                
73: EX-3.71     Articles of Organization of Adesa Wisconsin, LLC    HTML    103K 
74: EX-3.72     Operating Agreement for Adesa Wisconsin, LLC, as    HTML    129K 
                          Amended                                                
75: EX-3.73     Articles of Organization of Afc Cal, LLC            HTML     69K 
76: EX-3.74     Amended and Restated Operating Agreement for Afc    HTML     93K 
                          Cal, LLC                                               
77: EX-3.75     Restated Certificate of Limited Partnership of      HTML    141K 
                          Asset Holdings Iii, L.P.                               
78: EX-3.76     Amended and Restated Partnership Agreement for      HTML    231K 
                          Asset Holdings Iii, L.P.                               
79: EX-3.77     Certificate of Organization of Auto Dealers         HTML    100K 
                          Exchange of Concord, LLC                               
80: EX-3.78     Operating Agreement for Auto Dealers Exchange of    HTML    132K 
                          Concord, LLC, as Amended                               
81: EX-3.79     Articles of Organization of Auto Dealers Exchange   HTML     99K 
                          of Memphis, LLC                                        
10: EX-3.8      Amended and Restated Code of By-Laws of A.D.E. of   HTML    109K 
                          Ark-La-Tex, Inc.                                       
82: EX-3.80     Operating Agreement for Auto Dealers Exchange of    HTML    133K 
                          Memphis, LLC, as Amended                               
83: EX-3.81     Articles of Organization of Automotive Finance      HTML     72K 
                          Consumer Division, LLC                                 
84: EX-3.82     Operating Agreement for Automotive Finance          HTML    115K 
                          Consumer Division, LLC                                 
85: EX-3.83     Articles of Amend. and Restate. of Articles of      HTML    106K 
                          Inc. of Automotive Finance Corp.                       
86: EX-3.84     Amended and Restated Code of By-Laws of Automotive  HTML     80K 
                          Finance Corporation                                    
87: EX-3.85     Articles of Incorporation of Automotive Recovery    HTML     90K 
                          Services, Inc.                                         
88: EX-3.86     Amended and Restated Code of By-Laws of Automotive  HTML    108K 
                          Recovery Services, Inc.                                
89: EX-3.87     Articles of Incorporation of Autovin, Inc.          HTML     70K 
90: EX-3.88     Amended and Restated Code of By-Laws of Autovin,    HTML    108K 
                          Inc.                                                   
91: EX-3.89     Articles of Incorporation of Par, Inc.              HTML     96K 
11: EX-3.9      Articles of Organization of A.D.E. of Knoxville,    HTML     80K 
                          LLC                                                    
92: EX-3.90     Amended and Restated Code of By-Laws of Par, Inc.   HTML    109K 
93: EX-3.91     Articles of Incorporation of Insurance Auto         HTML    251K 
                          Auctions, Inc.                                         
94: EX-3.92     By-Laws of Insurance Auto Auctions, Inc.            HTML    151K 
95: EX-3.93     Articles of Incorporation of Insurance Auto         HTML    107K 
                          Auctions Corp.                                         
96: EX-3.94     By-Laws of Insurance Auto Auctions Corp.            HTML     98K 
97: EX-3.95     Certificate of Incorporation of Iaa Acquisition     HTML     65K 
                          Corp.                                                  
98: EX-3.96     By-Laws of Iaa Acquisition Corp.                    HTML    107K 
99: EX-3.97     Articles of Incorporation of Iaa Services, Inc.     HTML     94K 
100: EX-3.98     By-Laws of Iaa Services, Inc.                       HTML    101K  
101: EX-3.99     Articles of Incorporation of Auto Disposal          HTML     83K  
                          Systems, Inc., as Amended                              
113: EX-4.1      Indenture (Floating Rate Senior Notes)              HTML    701K  
122: EX-4.10     Second Supplemental Indenture (Fixed Rate Senior    HTML     75K  
                          Notes)                                                 
123: EX-4.11     Second Supplemental Indenture (Senior Subordinated  HTML     76K  
                          Notes)                                                 
114: EX-4.2      Indenture (Fixed Rate Senior Notes)                 HTML    690K  
115: EX-4.3      Indenture (Senior Subordinated Notes)               HTML    757K  
116: EX-4.4      Supplemental Indenture (Floating Rate Senior        HTML     81K  
                          Notes)                                                 
117: EX-4.5      Supplemental Indenture (Fixed Rate Senior Notes)    HTML     81K  
118: EX-4.6      Supplemental Indenture (Senior Subordinated Notes)  HTML     81K  
119: EX-4.7      Exchange and Registration Rights Agreement          HTML    252K  
120: EX-4.8      Registration Rights Agreement                       HTML    178K  
121: EX-4.9      Second Supplemental Indenture (Floating Rate        HTML     75K  
                          Senior Notes)                                          
124: EX-5.1      Opinion of Skadden, Arps, Slate, Meagher & Flom     HTML     99K  
                          LLP                                                    
125: EX-10.1     Guarantee and Collateral Agreement                  HTML    287K  
132: EX-10.10    Form of Conversion Stock Option Agreement           HTML     93K  
133: EX-10.11    Form of Amendment to Conversion Stock Option        HTML     66K  
                          Agreement                                              
134: EX-10.12    Form of Rollover Stock Option Agreement             HTML    101K  
135: EX-10.13    Form of Conversion Agreement                        HTML     90K  
136: EX-10.14    Stock Incentive Plan of Kar Holdings, Inc.          HTML    109K  
137: EX-10.15    Form of Nonqualified Stock Option Agreement         HTML     97K  
138: EX-10.16    Employment Agreement (John Nordin)                  HTML    105K  
139: EX-10.17    Amendment to Employment Agreement (John Nordin)     HTML     62K  
140: EX-10.18    Financial Advisory Agreement (Goldman, Sachs &      HTML     68K  
                          Co.)                                                   
141: EX-10.19    Financial Advisory Agreement (Valueact Capital      HTML     69K  
                          Master Fund, L.P.)                                     
126: EX-10.2     Credit Agreement                                    HTML    611K  
142: EX-10.20    Financial Advisory Agreement (Pcap, L.P.)           HTML     69K  
143: EX-10.21    2007 Incentive Plan Executive Management of         HTML     69K  
                          Insurance Auto Auctions, Inc.                          
144: EX-10.22    Amended and Restated Employment Agreement (Thomas   HTML    104K  
                          C. O'Brien)                                            
145: EX-10.23    Limited Liability Company Agreement of Kar          HTML     78K  
                          Holdings Ii, LLC                                       
146: EX-10.24    Amended and Restated Limited Liability Company      HTML    338K  
                          Agm'T of Axle Holdings Ii, LLC                         
147: EX-10.25    Amendment to Amend & Rest. Limited Liability Co.    HTML     65K  
                          Agm'T of Axle Holdings Ii, LLC                         
148: EX-10.26    First Amend. to Amend & Rest. Ltd. Liability Co.    HTML     69K  
                          Agm'T of Axle Holdings Ii, LLC                         
149: EX-10.27    2007 Annual Incentive Program for Kar Holdings      HTML     71K  
150: EX-10.28    Tax Sharing Agreement                               HTML    168K  
151: EX-10.29    Trust Indenture                                     HTML    311K  
127: EX-10.3     Assumption Agreement                                HTML    108K  
152: EX-10.30    Bond Purchase Agreement                             HTML    152K  
153: EX-10.31    Lease Agreement                                     HTML    272K  
154: EX-10.32    Amended and Restated Purchase and Sale Agreement    HTML    239K  
155: EX-10.33    Amendment No. 1 to Amended and Restated Purchase    HTML     75K  
                          and Sale Agreement                                     
156: EX-10.34    Amendment No. 2 to Amended and Restated Purchase    HTML     70K  
                          and Sale Agreement                                     
157: EX-10.35    Amendment No. 3 to Amended and Restated Purchase    HTML     72K  
                          and Sale Agreement                                     
158: EX-10.36    Third Amended and Restated Receivables Purchase     HTML    865K  
                          Agreement                                              
128: EX-10.4     Intellectual Property Security Agreement            HTML    127K  
129: EX-10.5     Shareholders Agreement                              HTML    193K  
130: EX-10.8     Financial Advisory Agreement (Kelso & Company,      HTML     70K  
                          L.P.)                                                  
131: EX-10.9     Conversion Option Plan of Kar Holdings, Inc.        HTML    105K  
159: EX-12.1     Statement of Computation of Ratio of Earnings to    HTML    103K  
                          Fixed Charges                                          
160: EX-21.1     Subsidiaries of Kar Holdings, Inc.                  HTML     81K  
161: EX-23.1     Consent of Kpmg LLP                                 HTML     60K  
162: EX-23.2     Consent of Pricewaterhousecoopers LLP               HTML     58K  
163: EX-25.1     Form T-1 (Floating Rate Senior Notes)               HTML    132K  
164: EX-25.2     Form T-1 (Fixed Rate Senior Notes)                  HTML    130K  
165: EX-25.3     Form T-1 (Senior Subordinated Notes)                HTML    130K  
166: EX-99.1     Form of Letter to Clients                           HTML     71K  
167: EX-99.2     Form of Letter to Brokers, Dealers                  HTML     66K  


EX-3.39   —   Articles of Organization of Adesa Mexico, LLC


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Articles of Organization of ADESA Mexico, LLC  

Exhibit 3.39

ARTICLES OF ORGANIZATION

OF ADESA MEXICO, LLC

The undersigned, acting as the Organizer of a limited liability company under the Indiana Business Flexibility Act, as amended (the “Act”), hereby adopts these Articles of Organization for ADESA Mexico, LLC (the “Company”):

ARTICLE I.

Name

The name of the Company is ADESA Mexico, LLC.

ARTICLE II.

Registered Office and Registered Agent

The street address of the registered office of the Company in the State of Indiana is 310 E. 96th Street, Suite 400, Indianapolis, Indiana 46240. The name of the initial registered agent of the Company at the registered office is Karen C. Turner.

ARTICLE III.

Purpose

The purpose of the Company shall be to conduct any and all lawful business and activities for which limited liability companies may be organized under the Act.

ARTICLE IV.

Duration

Unless sooner dissolved in accordance with the Company’s Operating Agreement or the Act, the duration of the Company shall be perpetual.


ARTICLE V.

Member Management

The Company is to be managed by its sole Member in accordance with the Company’s Operating Agreement and the Act.

ARTICLE VI.

Transferability

A Member of the Company may transfer his, her or its interest in the Company in accordance with the provisions of the Company’s Operating Agreement and the Act.

ARTICLE VII.

Initial Member

The sole initial Member of the Company is ADESA Corporation.

ARTICLE VIII.

Indemnification

(a) To the greatest extent not inconsistent with the laws and public policies of Indiana the Company shall indemnify any Member or Organizer (any such Member or Organizer and any responsible officers, partners, shareholders, members, directors, or managers of such Member or Organizer which is an entity, hereinafter being referred to as the indemnified “person”) made a party to any proceeding because such person is or was a Member or Organizer (or a responsible officer, partner, shareholder, member, director, or manager thereof), as a matter of right, against all liability 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 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. The Company shall pay for or reimburse the reasonable expenses incurred by such a person in connection with any such proceeding in advance of anal disposition thereof if (i) the person furnishes the Company a written affirmation of the person’s good faith belief that he, she or it has met the standard of conduct for indemnification described in paragraph (c) of this Article, (ii) the person furnishes the Company a written undertaking, executed personally or on such person’s behalf, to repay the advance if it is ultimately determined that such person

 

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did not meet such standard of conduct, and (iii) a determination is made in accordance with paragraph (d) that based upon facts then known to those making the determination, indemnification would not be precluded under this Article. The undertaking described in subparagraph (a)(ii) above must be a general obligation of the person subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. The Company shall indemnify a person who is wholly successful, on the merits or otherwise, in the defense of any such proceeding, as a matter of right, against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in paragraph (c) of this Article. Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Company shall expeditiously determine whether the person is entitled thereto in accordance with this Article. The indemnification and advancement of expenses provided for under this Article shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Article.

(b) The Company shall have the power, but not the obligation, to indemnify any person who is or was an employee or agent of the Company to the same extent as if such person was an indemnified person as defined in paragraph (a) of this Article.

(c) Indemnification of a person is permissible under this Article only if (i) such person conducted himself; herself or itself in good faith, (ii) such person reasonably believed that his, her or its conduct was in or at least not opposed to the Company’s best interest, and (iii) in the case of any criminal proceeding, such person had no reasonable cause to believe his, her or its conduct was unlawful. Indemnification is not permissible against liability to the extent such liability is the result of the person’s willful misconduct, recklessness, violation of the Company’s Operating Agreement or any improperly obtained financial or other benefit to which the person was not legally entitled. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the person did not meet the standard of conduct described in this paragraph (c).

(d) A determination as to whether indemnification or advancement of expenses is permissible shall be made by (i) a majority in interest of the Members (including any interested Member); or (ii) independent special legal counsel selected in accordance with (d)(i) above.

(e) Any person (as defined in paragraph (a) of this Article) who is a party to a proceeding may apply for indemnification from the Company to the court, if any, conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines:

(i) In a proceeding in which the person is wholly successful, on the merits or otherwise, the person is entitled to indemnification under this Article, in which case the court shall order the Company to pay the person his, her or its reasonable expenses incurred to obtain such court ordered indemnification; or

 

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(ii) The person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or net the person met the standard of conduct set forth in paragraph (c) of this Article.

(f) Indemnification shall also be provided for a person’s conduct with respect to an employee benefit plan if the person reasonably believed his, her or its conduct to be in the interests of the participants in and beneficiaries of the plan.

(g) Nothing contained in this Article shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any such person or any person who is or was serving at the Company’s request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic company, partnership, association, limited liability company, corporation, joint venture, trust, employee benefit plan, or other enterprise, whether for-profit or not. Nothing contained in this Article shall limit the ability of the Company to otherwise indemnify or advance expenses to any person. It is the intent of this Article to provide indemnification to such a person to the fullest extent now or hereafter permitted by the law consistent with the terms and conditions of this Article. If indemnification is permitted under this Article indemnification shall be provided in accordance with this Article irrespective of the nature of the legal or equitable theory upon which a claim is asserted, including without limitation, negligence, breach of duty, waste, breach of contract (except to the extent the claim relates to the Operating Agreement or a contract between the Company and that Member), breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law.

(h) For purposes of this Article:

(i) The term “expenses” includes all direct and indirect costs (including without limitation counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Article, applicable law or otherwise.

 

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(ii) The term “liability” means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(iii) The term “party” includes a person who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(iv) The term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

(i) The Company may purchase and maintain insurance for its benefit, the benefit of any person who is entitled to indemnification under this Article, or both, against any liability asserted against or incurred by such person in any capacity or arising out of such person’s service with the Company, whether or not the Company would have the power to indemnify such person against such liability.

IN WITNESS WHEREOF, these Articles of Organization have been executed by the undersigned, as Organizer of the Company, this 23rd day of April, 2002.

 

ADESA MEXICO, LLC
/s/ Karen C. Turner
Karen C. Turner, Organizer

 

5


18 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  OPENLANE, Inc.                    10-K       12/31/23  112:14M
11/02/23  OPENLANE, Inc.                    10-Q        9/30/23   68:7.4M
 8/03/23  OPENLANE, Inc.                    10-Q        6/30/23   66:7.3M
 5/03/23  OPENLANE, Inc.                    10-Q        3/31/23   60:6.8M
 3/22/23  OPENLANE, Inc.                    10-Q/A      9/30/22   62:7.2M
 3/22/23  OPENLANE, Inc.                    10-Q/A      6/30/22   61:7M
 3/22/23  OPENLANE, Inc.                    10-Q/A      3/31/22   61:6.1M
 3/09/23  OPENLANE, Inc.                    10-K       12/31/22  111:15M
11/02/22  OPENLANE, Inc.                    10-Q        9/30/22   62:9.3M
 8/03/22  OPENLANE, Inc.                    10-Q        6/30/22   58:7.4M
 5/04/22  OPENLANE, Inc.                    10-Q        3/31/22   59:6.4M
 2/23/22  OPENLANE, Inc.                    10-K       12/31/21  110:15M
11/03/21  OPENLANE, Inc.                    10-Q        9/30/21   57:6.9M
 8/04/21  OPENLANE, Inc.                    10-Q        6/30/21   55:6.8M
 5/05/21  OPENLANE, Inc.                    10-Q        3/31/21   57:5.6M
 2/18/21  OPENLANE, Inc.                    10-K       12/31/20  105:14M
11/04/20  OPENLANE, Inc.                    10-Q        9/30/20   68:9.7M
 8/05/20  OPENLANE, Inc.                    10-Q        6/30/20   67:8.8M
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