Llc Operating Agreement (Sample) (Page 20 of 32) in pdf

further instruments the Manager may deem expedient or necessary in the operation of the Company and

the achievement of its purpose, and shall perform such further acts and things as may be required or

appropriate to carry out the intent and purpose of this Agreement.

Section 13.6 Integration. This Agreement constitutes the entire agreement among the parties pertaining

to its subject matter and supersedes all prior and contemporaneous verbal and written agreements and

undertakings of the parties in connection therewith.

Section 13.7 Binding Effect. Except as otherwise provided herein and subject to the restrictions on

assignment set forth herein, all provisions of this Agreement shall be binding upon, inure to the benefit

of, and be enforceable by and against the parties hereto and each of their respective heirs, executors,

administrators, personal representatives, successors, and assigns.

Section 13.8 Counterparts. This Agreement may be executed in one or more counterparts, each of

which shall constitute one Agreement, binding on all the parties hereto, even though all the parties are

not signatories to the original or the same counterpart. In addition, this Agreement may contain more

than one counterpart of the signature page and this Agreement may be executed by the affixing of the

signatures of each of the Members to one of such counterpart signature pages; all of such signature pages

shall be read as though one, and they shall have the same force and effect as though all of the signers had

signed a single signature page.

Section 13.9 Headings. The headings of the sections of this Agreement are inserted for convenience or

reference only and shall not be deemed to be part of this Agreement.

Section 13.10 Agency. Except as provided herein, nothing herein contained shall be construed to

constitute any Member hereof the agent of any other Member hereof or to restrict the Members from

carrying on their own respective businesses or activities.

Section 13.11 Gender. Wherever appropriate, any reference herein to the singular shall include the

plural, any reference to the masculine shall include the feminine gender, and any reference to “it” shall

include “his” or “her” or vice versa, as the case may be.

Section 13.12 Reimbursement for Company Expenses. The Company shall reimburse any Member or

an Affiliate of any Member who has, prior to or after the execution of this Agreement, made payments

for or on behalf of the Company, subject, however, to the terms of any other agreements of such

Members with the Company.

Section 13.13 Severability. Every provision of this Agreement is intended to be severable. If any term

or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not

affect the validity or legality of the remainder of this Agreement.

Section 13.14 Incorporation by Reference. Every exhibit, schedule, or appendix attached to this

Agreement and referenced herein is hereby incorporated into this Agreement by reference.

Section 13.15 Applicable Law. The laws of the State of [State] shall govern the validity of this

Agreement, the construction of its terms and the interpretation of the rights and duties of the Members.

Llc Operating Agreement (Sample) Page 20