Operating Agreement Template - Manager-Managed Limited Liability Company Page 6
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361.35. “Nonrecourse Deductions” is defined in Article IV, Section 4.3(f).
1.36. “Nonrecourse Liability” is defined in Article IV, Section 4.3(g).
1.37. “Notice” means a notice in writing required or permitted under this Agreement. A
notice will be deemed given or sent when deposited, as certified mail or for overnight delivery,
postage and fees prepaid, in the United States mails; when delivered to Federal Express, United
Parcel Service, DHL WorldWide Express, or Airborne Express, for overnight delivery, charges
prepaid or charged to the sender’s account; when personally delivered to the recipient; when
transmitted by electronic transmission by or to the Company (see §1.20); or when delivered to
the home or office of a recipient in the care of a person whom the deliverer has reason to believe
will promptly communicate the notice to the recipient.
Addresses for the purpose of giving notice are as follows:
Name of Party - Address - E-Mail - Fax Number
1. ________________________________________________
2. ________________________________________________
3. ________________________________________________
4. ________________________________________________
*If more than 4 Members should be attached
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an
act or omission of the party to be notified will be deemed effective as of the first date that the
notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or
overnight delivery service.
Any party may change its address, electronic mail address, or fax number by giving the
Manager Notice of the change.
1.38. “Percent of the Members” means the specified total of Percentage Interests of all
the Members.
1.39. “Percentage Interest” means a fraction, expressed as a percentage, the numerator
of which is the total of a Member’s Capital Account and the denominator of which is the total of
all Capital Accounts of all Members.
1.40. “Person” means an individual, partnership, limited partnership, trust, estate,
association, corporation, limited liability company, or other entity, whether domestic or foreign.
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