Fillable California Llc Operating Agreement Template (Page 14 of 16) in pdf

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 not to commence any action, suit or other

proceeding arising from, relating to, or in connection with this Agreement except in such a court and

each Member irrevocably and unconditionally consents and submits to the personal and exclusive

jurisdiction of such courts for the purposes of litigating any such action, and hereby grants

jurisdiction to such courts and to any appellate courts having jurisdiction over appeals from such

courts or review of such proceedings. Because the breach of the provisions of this Section would

cause irreparable harm and significant injury to the Company and the other Members, which would

California Llc Operating Agreement Template Page 14

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