New York Limited Liability Company Operating Agreement Template Page 12
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15promptly conduct proceedings to resolve the dispute in question pursuant to the then existing Rules. To the
extent any provisions of the Rules conflict with any provision of this Section, the provisions of this Section
shall control.
In any final award and/or order, the arbitrator shall apportion all the costs (other than attorney's fees which
shall be borne by the party incurring such fees) incurred in conducting the arbitration in accordance with
what the arbitrator deems just and equitable under the circumstances.
Discovery shall not be permitted in such arbitration except as allowed by the rules of arbitration, or as
otherwise agreed to by all the parties of the Member Dispute. Notwithstanding, the Members agree to make
available to one another and to the arbitrator, for inspection and photocopying, all documents, books and
records, if determined by the arbitration panel to be relevant to the dispute, and by making available to one
another and to the arbitration panel personnel directly or indirectly under their control, for testimony during
hearings if determined by the arbitration panel to be relevant to the dispute. The Members agree, unless
undue hardship exists, to conduct arbitration hearings to the greatest extent possible on consecutive business
days and to strictly observe time periods established by the Rules or by the arbitrator for the submission of
evidence and of briefs. Unless otherwise agreed to by the Members, a stenographic record of the arbitration
proceedings shall be made and a transcript thereof shall be ordered for each Member, with each party paying
an equal portion of the total cost of such recording and transcription.
The arbitrator shall have all powers of law and equity, which it can lawfully assume, necessary to resolve the
issues in dispute including, without limiting the generality of the foregoing, making awards of compensatory
damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the
production of documents and witnesses for presentation at the arbitration hearings on the merits of the case.
The arbitration panel shall neither have nor exercise any power to act as amicable compositeur or ex aequo et
bono; or to award special, indirect, consequential or punitive damages. The decision of the arbitration panel
shall be in written form and state the reasons upon which it is based. The statutory, case law and common
law of the State of New York shall govern in interpreting their respective rights, obligations and liabilities
arising out of or related to the transactions provided for or contemplated by this Agreement, including
without limitation, the validity, construction and performance of all or any portion of this Agreement, and the
applicable remedy for any liability established thereunder, and the amount or method of computation of
damages which may be awarded, but such governing law shall not include the law pertaining to conflicts or
choice of laws of New York; provided however, that should the parties refer a dispute arising out of or in
connection with an ancillary agreement or an agreement between some or all of the Members which
specifically references this Article, then the statutory, case law and common law of the State whose law
governs such agreement (except the law pertaining to conflicts or choice of law) shall govern in interpreting
the respective rights, obligations and liabilities of the parties arising out of or related to the transactions
provided for or contemplated by such agreement, including, without limitation, the validity, construction and
performance of all or any portion of such agreement, and the applicable remedy for any liability established
thereunder, and the amount or method of computation of damages which may be awarded.
Any action or proceeding subsequent to any Award rendered by the arbitrator in the Member Dispute,
including, but not limited to, any action to confirm, vacate, modify, challenge or enforce the arbitrator's
decision or award shall be filed in a court of competent jurisdiction in the same county where the arbitration
of the Member Dispute was conducted, and New York law shall apply in any such subsequent action or
proceeding.
ARTICLE XII
MISCELLANEOUS
12.1 Notices. Except as otherwise expressly provided herein, any notice, consent, authorization or
other communication to be given hereunder shall be in writing and shall be deemed duly given and received
when delivered personally, when transmitted by facsimile if receipt is acknowledged by the addressee, one
business day after being deposited for next-day delivery with a nationally recognized overnight delivery
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