Operating Agreement Template - Manager-Managed Limited Liability Company Page 31
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36instrument that may be necessary, desirable, or appropriate to qualify the Company as a limited
liability company or to transact business as one in any jurisdiction in which the Company
conducts business; (b) any certificate or amendment to the Company’s articles of organization or
to any certificate or other instrument that may be necessary, desirable, or appropriate to reflect an
amendment approved by the Members in accordance with the provisions of this Agreement; (c)
any certificates or instruments that may be necessary, desirable, or appropriate to reflect the
dissolution and winding up of the Company; and (d) any certificates necessary to comply with
the provisions of this Agreement. This power of attorney will be deemed to be coupled with an
interest and will survive the Transfer of the Member’s Economic Interest. Notwithstanding the
existence of this power of attorney, each Member agrees to join in the execution,
acknowledgment, and delivery of the instruments referred to above if requested to do so by a
Manager. This power of attorney is a limited power of attorney and does not authorize any
Manager to act on behalf of a Member except as described in this Article XII.
ARTICLE XIII: GENERAL PROVISIONS
13.1. This Agreement constitutes the whole and entire agreement of the parties with
respect to its subject matter, and it will not be modified or amended in any respect except by a
written instrument executed by all the parties. This Agreement replaces and supersedes all prior
written and oral agreements by and among the Members and Managers or any of them.
13.2. This Agreement may be executed in one or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same instrument.
13.3. This Agreement will be construed and enforced in accordance with the laws of the
state of California. If any provision of this Agreement is determined by any court of competent
jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision will,
if possible, be construed as though more narrowly drawn, if a narrower construction would avoid
that invalidity, illegality, or unenforceability or, if that is not possible, the provision will, to the
extent of that invalidity, illegality, or unenforceability, be severed, and the remaining provisions
of this Agreement will remain in effect.
13.4. This Agreement will be binding on and inure to the benefit of the parties and their
heirs, personal representatives, and permitted successors and assigns.
13.5. Whenever used in this Agreement, the singular will include the plural and the
plural will include the singular, and the neuter gender will include the male and female as well as
a trust, firm, company, or corporation, all as the context and meaning of this Agreement may
require.
13.6. The parties to this Agreement will promptly execute and deliver any and all
additional documents, instruments, notices, and other assurances, and will do any and all other
acts and things reasonably necessary in connection with the performance of their respective
obligations under this Agreement and to carry out the intent of the parties.
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