Limited Liability Company Agreement Template Page 17
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19A RTICLE IX.
GENERAL PROVISIONS
9.01
Offset.
Whenever the Company is to pay any sum to the Member, any amounts that the Member
owes the Company may be deducted from that sum before payment.
9.02
Notices.
Except as expressly set forth to the contrary in this Agreement, all notices, requests, or
consents provided for or permitted to be given under this Agreement must be in writing and must
be given either by depositing that writing in the United States mail, addressed to the recipient,
postage paid, and registered or certified with return receipt requested, or by delivering that
writing to the recipient in person, by courier, or by facsimile transmission; and, except as
otherwise provided in this Agreement, a notice, request, or consent given under this Agreement
is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to
the Member must be sent to or made at such address as the Member may specify. Whenever any
notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof,
signed by the Person entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
9.03
Entire Agreement.
This Agreement, together with the Certificate, constitutes the entire agreement of the
Member relating to the Company and supersedes all prior contracts or agreements with respect to
the Company, whether oral or written.
9.04
Effect of Waiver or Consent.
A waiver or consent, express or implied, to or of any breach or default by any Person in
the performance by that Person of its obligations with respect to the Company is not a consent or
waiver to or of any other breach or default in the performance by that Person of the same or any
other obligations of that Person with respect to the Company. Failure on the part of a Person to
complain of any act of any Person or to declare any Person in default with respect to the
Company, irrespective of how long that failure continues, does not constitute a waiver by that
Person of its rights with respect to that default until the applicable statute-of-limitations period
has run.
9.05
Amendment or Modification.
This Agreement may be amended or modified from time to time only by a written
instrument executed by the Member.
9.06
Binding Effect; No Third Party Beneficiaries.
This Agreement is binding on and inures to the benefit of the Member. There are no third
party beneficiaries of this Agreement.
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