Limited Liability Company Agreement Template Page 18
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199.07
Governing Law; Severability.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY
CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE
OR THE CONSTRUCTION OF THE PROVISIONS HEREOF TO THE LAWS OF ANOTHER
JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and
any mandatory provision of the Act or (to the extent such statutes are incorporated into the Act)
the Delaware General Corporation Law, the applicable provision of the Act or the Delaware
General Corporation Law shall control. If any provision of this Agreement or the application
thereof to any Person or circumstance is held invalid or unenforceable to any extent, the
remainder of this Agreement and the application of that provision to other Persons or
circumstances shall not be affected thereby and that provision shall be enforced to the greatest
extent permitted by law.
9.08
Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as
if all signing parties had signed the same document. All counterparts shall be construed together
and constitute the same instrument.
9.09
Binding Agreement
Notwithstanding any other provision of this Agreement, the Member agrees that this
Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable
against the Member by the Special Member, in accordance with its terms.
9.10
Effectiveness.
Pursuant to Section 18-201 (d) of the Act, this Agreement shall be effective as of the time
of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State on
______________.
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