New York Limited Liability Company Operating Agreement Template Page 13
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15service, or three business days after being mailed by first class mail, charges and postage prepaid, properly
addressed to the party to receive such notice at the address set forth in the Company’s records.
12.2 Severability. If any provision of this Agreement, or the application of such provision to any
Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the
remainder of this Agreement, or the application of such provision to Persons or circumstances other than
those to which it is held to be invalid or unenforceable, shall not be affected thereby.
12.3 Binding Effect. Subject to Article VII, this Agreement shall bind and inure to the benefit of the
parties and their respective Successors.
12.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
12.5 Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes all prior or contemporaneous written or oral negotiations, correspondence, understandings and
agreements between or among the parties, regarding the subject matter hereof.
12.6 Further Assurances. Each Member shall provide such further information with respect to the
Member as the Company may reasonably request, and shall execute such other and further certificates,
instruments and other documents, as may be necessary and proper to implement, complete and perfect the
transactions contemplated by this Agreement.
12.7 Headings; Gender; Number; References. The headings of the Sections hereof are solely for
convenience of reference and are not part of this Agreement. As used herein, each gender includes each other
gender, the singular includes the plural and vice versa, as the context may require. All references to Sections
and subsections are intended to refer to Sections and subsections of this Agreement, except as otherwise
indicated.
12.8 Parties in Interest. Except as expressly provided in the Act, nothing in this Agreement shall
confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members
and their respective Successors nor shall anything in this Agreement relieve or discharge the obligation or
liability of any third Person to any party to this Agreement, nor shall any provision give any third Person any
right of subrogation or action over or against any party to this Agreement.
12.9 Amendments. All amendments to this Agreement shall be in writing and signed by all of the
Members to the agreement at the time of the amendment.
12.10 Attorneys' Fees. In any dispute between or among the Company and one or more of the
Members, including, but not limited to, any Member Dispute, the prevailing party or parties in such dispute
shall be entitled to recover from the non-prevailing party or parties all reasonable fees, costs and expenses
including, without limitation, attorneys' fees, costs and expenses, all of which shall be deemed to have
accrued on the commencement of such action, proceeding or arbitration. Attorneys' fees shall include,
without limitation, fees incurred in any post-award or post-judgment motions or proceedings, contempt
proceedings, garnishment, levy, and debtor and third party examinations, discovery, and bankruptcy litigation,
and prevailing party shall mean the party that is determined in the arbitration, action or proceeding to have
prevailed or who prevails by dismissal, default or otherwise.
12.11 Remedies Cumulative. Subject to Article XI, remedies under this Agreement are cumulative
and shall not exclude any other remedies to which any Member may be lawfully entitled.
12.12 Jurisdiction and Venue/Equitable Remedies. The Company and each Member hereby
expressly agrees that if, under any circumstances, any dispute or controversy arising out of or relating to or in
any way connected with this Agreement shall, notwithstanding Article XI, be the subject of any court action
at law or in equity, such action shall be filed exclusively in the courts of the State of __________ or of the
United States of America located in the counties of ___________ or __________, as selected by the
Member that is the plaintiff in the action, or that initiates the proceeding or arbitration. Each Member agrees
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