Operating Agreement Of Llc Page 12
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17iii.
The passage of __________ (__) [Instructions: Insert the number of
days the Company must be without members for dissolution] consecutive days during which
the Company has no Members; or
iv.
The entry of a decree of judicial dissolution by a court of competent
jurisdiction.
b.
Winding Up. As soon as possible following the occurrence of any of the
Dissolution Events, the Members, on behalf of Company, will execute a file all paperwork
required by the Act. Following the filing of all required filings, Company will cease to carry on
its business, except insofar as may be necessary for the winding up of its business in an orderly
manner, prosecuting and defending actions by or against the Company in order to collect and
discharge obligations, disposing of and conveying its property, and collecting and dividing its
assets. No Member may take any action that is inconsistent with, or not necessary to or
appropriate for, winding up the business and affairs of Company. To the extent not inconsistent
with the foregoing, all covenants and obligations in this Agreement will continue in full force
and effect until the assets have been distributed and Company has been dissolved.
c.
Final Accounting. In case of the Company’s dissolution, a proper accounting
shall be made from the date of the last previous accounting to the date of dissolution. In the
event that the Members determine that a portion of the Company’s assets should be distributed in
kind to the Members, such assets shall be distributed to the Members in undivided interests as
tenants in common in proportion to their Sharing Ratios.
8.
MISCELLANEOUS
a.
Controlling Law.
This Agreement and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation, provisions
concerning limitations of actions), shall be governed by and construed in accordance with the
laws of the State of _____________, [Instructions: Insert the state’s laws that will govern this
agreement] applicable to agreements to be wholly performed therein, without giving effect to
laws governing conflict of laws.
b.
Arbitration. The Members consent to voluntarily agree to submit any disputes
hereunder to final and binding arbitration. The Members agree that any and all controversies,
claims or disputes arising out of, relating to or concerning any interpretation, construction,
performance or breach of this Agreement shall be subject to binding arbitration to be held in the
County of _______________, [Instructions: Insert the county where arbitration will be held]
State of _______________, [Instructions: Insert the state where arbitration will be held] in
accordance with the then-current rules of the American Arbitration Association (“AAA”) for the
resolution of commercial disputes (the “Rules”).
The Members further consent that any
arbitration will be administered by AAA and that the arbitrator shall be selected in a manner
consistent with the Rules. To initiate the arbitration process, the aggrieved party must file and
serve upon the responding party a written claim in accordance with the Rules. The Members
also agree that the arbitrator shall have the power to award any remedies, including preliminary
relief, injunctive relief, attorneys’ fees and costs and all other remedies available under
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