Fillable California Llc Operating Agreement Template (Page 11 of 16) in pdf

proceeding upon receipt by the Company of (i) written affirmation by the Person requesting

indemnification of its good-faith belief that it has met the standard of conduct necessary for

indemnification by the Company and (ii) a written undertaking by or on behalf of such Person to

repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such

Person has not met such standard of conduct, which undertaking shall be an unlimited general

obligation of the indemnified party but need not be secured.

9.3 Insurance. The Company shall have the power to purchase and maintain insurance on

behalf of any Person who is or was a Member or an agent of the Company against any liability

asserted against such Person and incurred by such Person in any such capacity, or arising out of such

Person's status as a Member or an agent of the Company, whether or not the Company would have

the power to indemnify such Person against such liability under Section 10.1 or under applicable law.

ARTICLE X

MISCELLANEOUS

10.1 Authority. This Agreement constitutes a legal, valid and binding agreement of the

Member, enforceable against the Member in accordance with its terms. The Member is empowered

and duly authorized to enter into this Agreement (including the power of attorney herein) under

every applicable governing document, partnership agreement, trust instrument, pension plan, charter,

certificate of incorporation, bylaw provision or the like. The Person, if any, signing this Agreement

on behalf of the Member is empowered and duly authorized to do so by the governing document or

trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of

directors or stockholder resolution or the like.

10.2 Indemnification by the Members. Each Member hereby agrees to indemnify and

defend the Company, the other Members and each of their respective employees, agents, partners,

members, shareholders, officers and directors and hold them harmless from and against any and all

claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys'

fees and expenses) suffered or incurred on account of or arising out of any breach of this Agreement

by that Member.

ARTICLE XI

DISPUTE RESOLUTION

11.1 Disputes Among Members. The Members agree that in the event of any dispute or

disagreement solely between or among any of them arising out of, relating to or in connection with

this Agreement or the Company or its organization, formation, business or management ("Member

Dispute"), the Members shall use their best efforts to resolve any dispute arising out of or in

connection with this Agreement by good-faith negotiation and mutual agreement. The Members shall

meet at a mutually convenient time and place to attempt to resolve any such dispute.

However, in the event that the Members are unable to resolve any Member Dispute, such parties

shall first attempt to settle such dispute through a non-binding mediation proceeding. In the event

any party to such mediation proceeding is not satisfied with the results thereof, then any unresolved

disputes shall be finally settled in accordance with an arbitration proceeding. In no event shall the

results of any mediation proceeding be admissible in any arbitration or judicial proceeding.

11.2 Mediation. Mediation proceedings shall be conducted in accordance with the

Commercial Mediation Rules of the American Arbitration Association (the "AAA") in effect on the

date the notice of mediation was served, other than as specifically modified herein, and shall be non-

binding on the parties thereto.

California Llc Operating Agreement Template Page 11