LimitedLiabilityCompanyAgreement有限责任公司章程.docx

Limited Liability Compa ny Agreeme nt有限 艮责任公司章程-13.1 Notices. Any no tice, dema nd, or com muni cati on required orpermitted to be give n by any provisi on of this Agreeme nt shall bedeemed to have been sufficiently given or served if sent by telecopy orfacsimile transmission, delivered by messenger or overnight courier, ormailed, certified first class mail, postage prepaid, retur n receiptrequested, and addressed or sent to the Equity Owneand/orCompany ' s address, as set forth on Exhibit 13.1. Such notice shall beeffective: (a) if delivered by messenger or by overnight courier, uponactual receipt (or ifthe dateof actual receiptis not abus in ess day, upon the n extbus in ess day);(b) if sentbytelecopy orfacsimile tran smission, uponcon firmati on ofreceipt (or ifthe date olsuch con firmati on ofreceiptis not a bus in ess day, uponthen ext bus iess day); or (c) if mailed, upon the earlier of three (3) bus in ess days afdeposit in the mail and the delivery as shown by return receipt therefor.Any Equity Owner or the Compa ny may cha nge its address by givingnotice in writing to the Company and the other Equity Owners of its newaddress.13.2 Books of Account and Records. Proper and complete recordsand books of acco unt shall be kept or shall be caused to be kept by theMan ager, i n which shall be en tered fully and accuratelyall transactions and other matters relating to the Companys buin such detail and completeness as is customary and usual for bus inesses of the type en gaged in by the Compa ny. Such books and recordsshall be maintained as provided in Secti on 9.10. The books and recordsshall at all times be maintained at the principal executive office of theCompa ny and shall be ope n to the reas on able in specti on and exam inati on of the Equity Owners or their duly authorized represe ntatives during reas on able bus in ess hours.13.3 Application of State Law. This Agreement, and the applicati onand in terpretati on hereof, shall be gover ned exclusively by its terms an(by the laws of the State, and specifically the Act.13.4 Waiver of Action for Partition. Each Equity Owner irrevocablywaives during the term of the Company any right that it may have tomaintain any action for partition with respect to the Compa ny Property.13.5 Amen dme nts. This Agreeme nt may be ame nded only withthe written agreement of Members holding not less than ninety percent(90%) of the Voting Interests. No amendment which has bee n agreed toin accorda nee with the preced ing sentence shall be effective to the extent that such ame ndme nt has a Material AdverseEffect upon one or more Equity Owners who did not agree in writing tosuch amendment. For purposes of the preceding sentence, MaterialAdverse Effect shall mea n any modificati on of the relative rights toDistributions by the Company (including allocations of Profits and Losseswhich are reflected in the Capital Accounts). Without limiting thegenerality of the foregoing: an amendment which has a proporti on ateeffect on all Equity Owners (or in the case of a redemption of OwnershipInterests or issuance of additional Own ership In terests, an ame ndme ntwhich has a proporti on ate effect on all Equity Owners immediately aftersuch redemption or issuance) with respect to their rights to Distributionsshall be deemed to not have a Material Adverse Effect on Equity Ownerswho do not agree in writing to such amendment. Notwithstanding theforegoing provisions of this Section 13.5, no amendment shall be made toa provisi on here in which requires the vote, approval or consent of theMembers holding more than ninety percent (90%) of the Voting In terests,uni ess Members holdi ng such greater Vot ing In terests approve of suchame ndme nt.13.6 Execution of Additional Instruments. Each Equity Ownerhereby agrees to execute such other and further stateme nts of in terestand hold in gs, desig natio ns, powers of attor ney and other in strume ntsn ecessary to comply with any laws, rules or regulati ons.13.7 Construction. Whenever the singular number is used in this Agreement and when required by the con text, the same shall in clude the plural andversa, and the masculi ne gen der shall in clude the feminine and n euter g(ders and vice versa.13.8 Effect of Inconsistencies with the Act. It is the express intentioiEquity Owners and the Company that this Agreeme nt shall be the sole sourceof agreeme nt among them, and, except to the extent that a provision of thisAgreement expressly in corporates federal in come tax rules by reference tosecti ons of the Code or Regulati ons or is expressly prohibited or in effecder the Act, this Agreeme nt shall gover n, eve n whe n incon siste nt with,differe nt tha n, the provisi ons of the Act or any other law or rule.In the eve nt that the Act is subseque ntly ame nded or in terpreted in such (to make valid any provisi on of this Agreeme nt that was formerly in valid,provisi on shall be con sidered to be valid fro。