Fillable California Llc Operating Agreement Template (Page 13 of 16) in pdf

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

California 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 California; 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 California 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 service, 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

California Llc Operating Agreement Template Page 13

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