Date Format: MM slash DD slash YYYY
(the "Effective Date")
- a Florida limited liability company, the ("Company") and each party listed on the signature page hereof as a Member (individually as a "Member", or collectively as the "Members") and all other entities or persons hereafter admitted as additional Members.
- 1.01. Formation.
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- as a Florida limited liability company pursuant to the provisions of the Florida Limited Liability Company Act, as set forth in the Florida Code, as amended from time to time (or any corresponding provisions of succeeding law) (the "Act").
- 1.02. Business of the Company. The business of the Company (the "Business") shall be to engage in the business of real estate investment, to include, without limitation: sourcing, evaluating, and analyzing potential properties for purchase; the purchase, repair, management, and sale thereof; and any other activities necessary, incidental or related to the foregoing purpose such as listing, accounting, financial analysis, closing reconciliation, preparation of reports, etc.
- 1.03. Office and Registered Agent of the Company.
- 1.04. Term of the Company. The Company shall be dissolved on the first anniversary of the Effective Date unless the Members unanimously agree to continue the Company (the "Term").
- 1.05. Ratification of Acts of Organizer. By their execution of this Agreement, the Members ratify the acts of the organizer(s) (the "Organizer(s)") of the Company in executing and filing the Articles and effecting the organization of the Company. The Members agree, by their execution of this Agreement, on behalf of themselves and the Company, to indemnify the Organizer(s) against any losses, damages or liabilities to which the Organizer(s) may become subject as a result of the Organizer's services as Organizer(s) of the Company.
- 1.06. Fiscal Year.
- 1.06. Fiscal Year. The Fiscal Year of the Company shall be the calendar year.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
- 2.01. Capital Contributions. Contemporaneously with the execution of this Agreement, each of the Members has made an initial Capital Contributions to the Company, as set forth on Exhibit A hereto. In exchange for such Capital Contribution, each Member shall receive the number of membership units ("Membership Units") identified on Exhibit A.
- 2.02. Righ to Raise Additional Capital. If at any time and from time to time additional funds are required by the Company, the Manager may, upon obtaining the consent of the Members, sell additional Membership Units and, if necessary, admit additional Members to the Company, subject to the terms of this Agreement and upon the terms, conditions and for such prices as determined by majority of Members. Provided, however, such additional Membership Units shall first be offered to the existing Members in proportion to the Members' ownership percentage and upon the same terms, conditions and for such a price as such additional Membership Units are proposed to be sold to third parties. Provided further, if a Member does not wish to acquire the offered additional Membership Units, the other Members shall have the right to acquire such additional Membership Units on a prorated basis. Any person who acquires additional Membership Units which have been offered in accordance with the provisions of this Section 2.02 may be admitted to the Company as a new Member (or if such person or entity is already a Member, his, her or its Membership Units may be increased) only in strict accordance with and upon unconditional acceptance of the terms of this Agreement, confirmed in signed documentation. By virtue of this provision, an existing Member's Membership Units may be diluted upon the sale of such additional Membership Units and each Member hereby consent to such dilution provided the conditions of this Section 2.02 have been complied with.
- 2.03. Capital Accounts. A Capital Account shall be separately maintained for each Member. The term "Capital Account" means as to any Member the amount of the initial Capital Contribution if the Member to the Company, that shall be (i) increased by any additional capital contributions made by the Member, and income and gain allocated to the Member, and (ii) decreased by distributions to the Member, and losses and deduction allocated to the Member. No interest shall be payable to any Member on any positive balance in such Member's Capital Account.
- 2.04. Withdrawal of Capital. Except as otherwise provided in this Agreement, no Member shall withdraw any of the Members' Capital Contribution without the consent of the Members. No Member shall have the right to receive any property other than cash as a distribution from the Company, except upon dissolution of the Company.
- 2.05. Voluntary Withdrawal. No Member shall have the right or power to dissociate with or withdraw from the Company without the consent of the Members, or as specifically provided in this Agreement.
- 2.06. Loan to the Manager. The Manager, while a Member of the Company, shall have the right to obtain a one-time loan from the Company in an amount not to exceed her Capital Contribution. Such a loan must be evidenced by a promissory note ("Note") and the Note shall be secured by the Manager's Membership Units pursuant to a pledge agreement mutually agreed upon between the Manager and the other Members. The terms of the Note shall be as follows:
(a). Commencing on the first day of the month following the month in which the Note is signed (a "Monthly Payment Day"), and on the same day of each successive calendar month thereafter for a period of twenty-four (24)months, the Manager shall pay the Company an amount equal to (A) all acquired but unpaid interest on the outstanding principal of the Note, plus (B) payment of principal in the amount equal to the original principal amount of the Note divided by 24.
(b). Interest shall be at the prime rate of interest as published in the Wall Street Journal in effect on the date the Note is signed ( the "Prime Rate").
(c). The Manager may prepay the outstanding principal of this Note, or any part thereof, from time to time on any Monthly Payment Date without penalty. Partial payments will be applied to principal installments coming due under the Note in their inverse order of maturity. Amounts prepaid may not be reborrowed.
(d). All distributions to which the Manager shall be entitled as a Member shall be retained by the Company as a prepayment of the Note (a "Distribution Payment"). Each Distribution Payment shall be credited first to all outstanding interest due under the Note and the balance of such distribution shall be credited to the principal amount of the Note in the inverse order of maturity.
(e). The Note shall contain such other terms as are standard in commercial promissory notes (e.g., rights of acceleration upon default and recovery of collection costs).
ALLOCATIONS AND DISRTIBUTIONS
- 3.01. Distributions. Except as otherwise agreed to by the Members, the Company shall distribute all cash, revenues, and funds received by the Company from the sale of all or any part of the Company's assets (a "Closing"), within five (5) business days of the Closing ("Distributable Cash), to the Members in proportion to their respective Membership Units.
- 3.02. Distributions upon Dissolutions. Notwithstanding anything contained in Section 3.01 to the contrary, upon the occurrence of Liquidating Event, distributions occurring in connection with such Liquidqting Event and thereafter shall be made in accordance with Article VIII.
- 3.03. Distributions after the Fiscal Year End. The Manager may, with the consent of the Members, and to the extent consistent with this Article III, elect to have distributions made after the end of the fiscal year relate back to such fiscal year.
- 3.04. Tax Withholding. The Manager shall be authorized to withhold from amounts to be distributed to any Member hereunder any withholding required by the Internal Revenue Code (the "Code") and any provision of any statute or state or local tax law, and to pay such amounts to the Internal Revenue Service or other appropriate taxing authority. Any such amounts withheld shall be treated as having been distributed to such Member pursuant to this Article for all purposes of this Agreement.
- 3.05. Limitation upon Distributions. No distribution shall be made to Members if prohibited by the Act or any successor provisions thereto.
- 3.06. Tax Allocations. At the end of each Fiscal Year, and after giving effect to any special tax allocations required under applicable federal income tax regulations (the "Regulations"), all net income and net losses of the Company (including all items of income and expense entering into the determination of net income and net losses) shall be allocated to the Members in proportion to their respective Membership Units. Each Member shall recognize that amount of net income or net losses (including all items of income and expense entering into the determination of net income or net losses) allocated to such Member. Additionally, the amount of any recapture of tax credits shall be allocated to the Members in the same ratio as the allocation of tax credits giving rise to such recapture.
- 3.07. Partial Year Allocations. in the event that a new Member is admitted to the Company, net income, and net losses shall be allocated to the admitted Member in any manner permitted by the Code Section 706 or the Regulations thereunder, or as the Members shall determine.
- 4.01. Management of the Company. The Company is a manager-managed company. Unless the Members agree otherwise, there shall at all times be one (1) Manager. The original Manager will be:
(the "Original Manager"). In addition to directing and supervising the day-to-day operations of the Company, the Manager will have the following responsibilities:
(a). When present, preside at all meeting of the Members.
(b). Keep the Members advised on no less than a monthly basis of all matters pertaining to the operation of the Company Business, including without limitation, services rendered, operating income and expenses, financial position. In addition, the Manager shall submit to all Members for their consideration (i) a "Property Evaluation Sheet" at least one (1) business day prior to purchase of any property under consideration, which shall include the price of such property, required repairs, associated fees, and the anticipated selling price, and (ii) a "Transaction Summary", no later than five (5) business days after close of any sale (whether purchase or sale), which shall include quantitative and qualitative analysis of the closed transaction as well as the resulting Distributed Cash to be distributed to each Member.
(c). Purchase liability and other insurance to protect the Company's property, personnel, and business.
(d). Engage accountants, legal counsel, agents (including a Member), or other experts to perform services for the Company and to compensate them from Company funds.
(e). To perform such other duties as expressly provided herein or as may be prescribed by the Members.
- 4.02. Limitation on the Powers of Manager. Notwithstanding the above, the Manage shall not execute on behalf of the Company any instruments and documents, including, without limitation, leases, construction contracts, or checks, drafts, notes, and other negotiable instruments in excess of:
or documents related to or providing for the acquisition or disposition of the Company's property without:
or another Member designated by the Members, also executing such document, etc.
- 4.03. Term of Manager; Termination, The Manager shall serve until the earlier of:
(a). The Manager's death.
(b) The Manager's resignation from his or her role as Manager.
(c). The Members remove the Manager (provided only 2/3 of the Members must approve such removal).
In the event there is no Manager then serving, the Members shall elect a new Manager.
- 4.04 Agency. Except as provided in Section 4.03, only the Manager shall have the power, right, and authority to act as an agent for the Company.
- 4.05 Voting Procedure. Unless expressly provided otherwise in this Agreement, a majority vote of the Members shall be required to approve any matter (whether or not at a meeting) on which the Members are entitled to vote, or on which the Members must agree, approve, or determine. Majority vote means a vote by or action taken by written consent of the Members possessing more than fifty percent (50%) of the Membership Units of the Company. All matters on which Members may vote may be decided by written consent without a meeting of the Members.
- 4.06 Meetings of the Members. At least once each calendar quarter, after reasonable notice to all Members, the Members shall meet on a date, at a time, and in a place that shall be reasonably convenient to Members. The Manager shall conduct the meeting.
- 4.07 Tax Matters Member. Until such time as she or he resigns, is no longer a Member or is removed by Members holding a majority of the Membership Units, the Manager will act as the Tax Matters Member in accordance with Code Section 6231(a)(7) with any and all powers necessary to perform fully as the Tax Matters Member under the Code, including the power to retain attorneys and accountants of her his choice.
- 4.08 No Exclusive Duty to the Company The Manager shall not be required to manage the Company as the Manager's sole and exclusive function, and the Manager may have other business interests and may engage in other business. Notwithstanding the foregoing, during the Term, the Manager shall not acquire in or his own name any real estate located in the state of Florida, without the express written consent of the Member:
- 4.09 Original Manager's Compensation. As long as she or he is the Manager, the Manager shall receive the following compensation:
(a). For real estate acquired by the Company at auction - the Company will pay the Manager a fee equal to 3% of the purchase price on the closing of the sale of the real estate by the Company.
(b). For real estate acquired through an MLS listing - the Company will have no obligation to pay the Manager a fee but she will receive a selling agent's commission from the seller at the closing on the acquisition of the real estate. The Company will have no obligation to pay the Manager a listing commission upon the sale by the Company of such real estate.
EVENTS OF DISSOCIATION
- A Member shall be dissociated from the Company only upon the Member transferring all of the Member's Membership Units in accordance with the terms of this Agreement.
TRANSFER OF MEMBERSHIP UNITS
- 6.01. Transfers of Membership Units. Except with the approval of the Members, or as provided below, a Member shall not transfer to a third party or to another Member the Member's Membership Units or any interest herein. If a transfer of existing Membership Units is made according to the terms of this Section, and the transferee agrees in writing to become a party to this Agreement and the bound by all of its terms and conditions, the transferee shall be admitted as a Member of the Company. Any act taken by any Member in violation of this Section is null and void ab initio.
- 6.02. Pledges. No Member shall pledge any portion of the Member's Membership Units without the prior written consent of the Members.
- 6.03. Involuntary Lifetime Transfers.
(a). Any one or more of the following event or conditions shall be deemed to constitute an offer to sell the Membership Units held by any Member (the "Subject Member"): (i) the Subject Member's voluntary exit from the Company Membership; (ii) the filing of a petition in bankruptcy by or against the Subject Member; (iii) any assignment by the Subject Member for the benefit of his or her creditors; (iv) any transfer, award, or confirmation of any such Membership Units to the Subject Member's spouse pursuant to a decree of divorce, dissolution, or separate maintenance, or pursuant to a property settlement or separation agreement; or (v) any other transfer made on account of a court order or otherwise by operation of law.
(b). Upon the occurrence of any event specified in Section 6.03(a), the Company shall have the right to purchase such Membership Units from the Subject Member, his or her successors or assigns, the trustee in bankruptcy, his or her spouse, or any other person in possession of such Membership Units (the "Holder"), whichever is applicable, on the terms provided below.
(c). Within thirty (30) days after the occurrence of an event described in Section 6.03(a), the Subject Member, or his or her representative, shall give written notice to the Company of such event, specifying the date of such event, describing in reasonable detail the nature of the event and the number of Membership Units affected. Such notice shall be deemed to be the "Offer Notice".
(d). As soon as practicable after the Offer Notice is received by the Company, but in any event no later than thirty (30) days after receipt of the Offer Notice (the "Option Period"), the Company must provide the Subject Member or the Holder, whichever is applicable, with written notice as to whether the Company will purchase the affected Membership Units, provided that the Subject Member or the Holder, whichever is applicable, shall not be entitled to vote in determining if the Company will acquire the affected Membership Units (as if the Subject Member or the Holder, whichever is applicable, is not a Member). The Company may not accept the offer for less than all of the Membership Units being offered. The Company's failure to respond to the Offer Notice within the Option Period shall be deemed a refusal by the Company of the offer.
(e). If the election is made to purchase, the purchase price shall be paid within seventy-five (75) days of the date of the Offer Notice. The purchase price shall be paid in cash or pursuant to a promissory note, at the Company's option. If the Company elects to make payment pursuant to a promissory note, the amount of the promissory note and interest thereon at the Prime Rate shall be amortized and paid in sixty (60) equal consecutive monthly installments of principal and interest. The first installment will be due on the first day of the month following the month in which the promissory note is executed. The note may be prepaid, without penalty, in whole or in part at any time.
- 6.04. Buy-Sell Option upon Death.
(a). Option to Purchase. Upon the death of any Member, the Company shall have the option to purchase all of the Membership Units that the deceased Member owns in the Company for the price determined below. Each Member agrees that if the Company exercises this option, any Membership Units owned by him or her at the time of his or her death shall be sold and transferred by the legal representative of his or her estate to the Company.
(b). Purchase Price. The purchase price of the Membership Units shall be determined according to the terms of Section 6.05 below.
(c). Tender Upon Death. Within thirty (30) days after qualification of the deceased Member's legal representative, the Company shall send to the deceased Member's legal representative written notice of its election under Section 6.05 below. If the Company elects to redeem the deceased Member's Membership Units, the deceased Member's legal representative shall tender the deceased Member's Membership Units to the Company and the Company shall purchase the Membership Units from the legal representative. Provided that the deceased Member's legal representative shall not be entitled to vote as a Member.
(d). Payment of Purchase Price. If the Company elects to purchase all but not less than all of the deceased Member's Membership Units, the Company, at its election may pay the Purchase Price in cash or under a promissory note. If the Company elects to make payment by giving a promissory note (which promissory note must be executed within ten (10) days of the date the deceased Member's representative tenders the Membership Units to the Company), the amount of the promissory note and interest thereon shall be authorized and paid as follows: the amount of the promissory note shall be paid in twenty-four (24) equal consecutive monthly installments of principal and interest. The first monthly installment will be due and payable on the first day of the month following the month in which the promissory note was signed. Interest shall be at the Prime Rate in effect on the date of the Member's death. The promissory note may be prepaid, without penalty, in whole or in part, at any time.
- 6.05. Calculation of Purchase Price. The purchase price of Membership Units shall be based upon the Fair Market Value of the Company on the date of the calculation of the Purchase Price. The value of each Membership Unit shall be computed by dividing the Fair Market Value of the Company by the total number of Membership Units owned by all Members to determine the value of each Membership Unit (the "Individual Membership Unit Value").The Individual Membership Unit Value shall be multiplied by the number of Membership Units owned by the Member whose Membership Units are being redeemed to determine the Purchase Price. For purposes of this Agreement, "Fair Market Value" means the value of the Company determined by mutual agreement of the Company and the Member selling such Membership Units (or his or her legal representative, if applicable). If such parties are unable to agree upon the Fair Market Value within fifteen (15) days, then the Fair Market Value shall be determined by a nationally recognized appraiser in the state of Florida, experienced in appraising similar businesses, chosen by the Members (the "Appraiser"). The Appraiser shall determine the Fair Market Value within thirty (30) days after the date on which the Members shall have engaged the Appraiser. There shall be no discounts for lack of marketability or lack of a majority interest. The appraiser will be instructed to render a written valuation as promptly as practicable (but in any event within thirty (30) days of selection). All fees and expenses relating to the work, if any, to be performed by the Appraiser shall be borne by the Company.
- 6.06. Right of First Refusal.
(a). If a Member (the "Offering Member") receives a bona fide offer (the "Offer") from a third party to purchase some or all of the Offring Member's Membership Units, before the Offering Member may accept the Offer, the Offering Member must first promptly send notice (the "Notice") of the Offer to the Company and the other Members. The Notice must be in writing and must set forth the terms of the Offer, including without limitation, the number of Membership Units to be disposed of (the "Offered Units"), the exact manner in which the offered Units shall be disposed of, including the price per Offered Unit, the type of consideration to be paid therefore, any other terms of the disposition of the Offered Units, and the perso or persons who made the Offer. The Offering Member shall be deemed to have offered to sell to the Company the Offered Units according to the terms of the Offer. The Company shall have fifteen (15) business days from receipt of the Notice in which to elect to buy all, but not less than all, of the Offered Units at the same price and terms stated in the Offer; provided that the offering Member shall not be entitled to vote in determining if the Company will accept this Offer (as if the Offering Member owns no Membership Units in the Company). Failure of the Company to respond to the Offer within fifteen (15) business day period shall be deemed a rejection of the Offering Member's offer to sell.
(b). In cases where non-fungible property such as real estate constitutes part of the consideration stated in the Notice or in cases where any aspect of the price or terms of the proposed disposition depends on the unique situation of the proposed transferee or otherwise cannot be precisely duplicated by anyone other than the proposed transferee, the purchase by the Company pursuant to this Section 6.06 shall be made for consideration and upon terms which constitute the reasonable economic equivalent of the price and terms as set forth in the Notice.
(c). After the conditions of Section 6.06(a) have been satisfied and if the Company does not elect to accept the Offering Member's offer, then the Offered Units may be disposed of by the Offering Member to the person or persons specified in the Offer; provided that such disposition is made strictly in accordance with the terms described in the Offer and to the transferee(s) specified therein; that such sale is consummated within sixty (60) days of the date of the Offer; and the transferee(s) consent to become bound by the terms of this Agreement.
DISSOLUTION AND LIQUIDATION
- 7.01. Dissolution and LIquidating Events. The Company shall dissolve and commence winding-up and liquidating upon the first to occur of any of the following events ("Liquidating Events"):
(a). The vote to liquidate by the Members; or
(b). The end of the Term.
- 7.02. Winding-Up. Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purpose of winding-up its affairs in an orderly manner, liquidating its assets (to the extent required hereunder), and satisfying the claims of its creditors and Members. No Member shall take any action that inconsistent with, or not necessary to or appropriate for, winding-up the Company's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as all assets have been distributed pursuant to this Section 7.02 and the Company has ceased to exist. The Manager shall be responsible for overseeing the winding-up and liquidation of the Company.
- 7.03. Additional Contributions for Deficit. No Member shall be obligated under this Agreement to contribute additional capital to the Company in order to restore a deficit Capital Account balance of such Member.
- 7.04. Articles of Dissolution. When all debts of the Company have been paid and discharged or adequate provisions have been made therefore and all of the remaining assets of the Company have been distributed to the Members, articles of dissolution for the Company shall be executed and filed with the Florida Department of State.
THE MEMBERSHIP UNITS IN THE COMPANY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR UNDER THE LAWS OR ACTS OF ANY STATES IN RELIANCE UPON EXEMPTION UNDER THOSE ACTS. THE SALE OR OTHER DISPOSITION OF THE MEMBERSHIP UNITS IS RESTRICTED AS STATED IN THIS OPERATING AGREEMENT. THE MEMBERSHIP UNITS IN THE COMPANY MAY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY. THESE MEMBERSHIP UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (1) THE SECURITIES ACT, (2) ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, AND (3) THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT. BY ACQUIRING THE MEMBERSHIP UNITS DESCRIBED IN THIS OPERATING AGREEMENT, EACH MEMBER REPRESENTS THAT SUCH MEMBER WILL NOT SELL OR OTHERWISE DISPOSE OF SUCH MEMBER'S MEMBERSHIP UNITS WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS ISSUED THEREUNDER. NO MEMBERSHIP UNITS IN THE COMPANY WILL BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS OPERATING AGREEMENT. THEREFORE, PURCHASERS OF SUCH MEMBERSHIP UNITS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
- 9.01. Notices. All notices under this Agreement shall be in writing. Such notice shall be sent facsimile or by registered U.S. Mail, return receipt requested, to the Members at their respective address as stated on the signature page of this Agreement. A Member may change the Member's address for purposes of this Section 9.01 at any time by sending a written notice to the other Members. The address change notices shall be deemed to have been received when actually received.
- 9.02. Headings. The heading in this Agreement are inserted for and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision thereof.
- 9.03. Severability. It is the desire and intent of the parties that the provisions of the Agreement shall be enforced to the fullest extent permissible. Accordingly, if any particular paragraph(s), subparagraph(s), or portion(s) of this Agreement shall be adjudicated to be invalid or unenforceable as written, such paragraph(s), subparagraph(s), or portion(s) shall be modified to the extent necessary to be valid or enforceable. Such modification shall not affect the remaining provisions of this Agreement. To the extent any paragraph(s), subparagraph(s), or portion(s) of this Agreement found invalid or unenforceable cannot be modified to be made valid or enforceable, then the Agreement shall be construed as if paragraph(s), subparagraph(s), or portion(s) were deleted, and all remaining terms and provisions shall be enforceable in law or equity in accordance with their terms.
- 9.04. Amendment, Modification of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and no amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing and duly approved and executed by all of the Members.
- 9.05. Application of Florida Law. Thi Agreement has been entered into and shall be governed by and construed under the internal laws of the State of Florida, without regard to such state's provisions regarding conflict of laws.
- 9.06. Assignment and Binding Effect on Successors. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns and the Members and their respective successors, assigns, heirs, and personal representatives.
- 9.07. Waiver of Appraisal Rights. The Members hereby waive any and all appraisal rights they have pursuant to Fla. Stat. Ann. § 608.4352 through 608.43595.
- 9.08. Consent to Jurisdiction and Venue. The partie agree that the Circuit Court of
- County, Florida shall be the sole and exclusive jurisdiction and venue for all disputes between the parties. Each Member and the Company consent to the jurisdiction and venue of
- County, Florida, for litigation arising from or related to this Agreement or in any way resulting from the parties' relationship.
9.09. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
- 9.10. Execution and Counterparts. This Agreement and any amendments hereto may be executed in any number of counterparts, including electronic copies sent via facsimile or email, either by the parties hereto and their successors, or their duly authorized officers, agents, or attorneys-in-fact, with the same effect as if all parties had signed the same document. All counterparts shall be construed as and shall constitute one and the same instrument.
- 9.11. Waiver of Actions for Partition and Distribution, Except as provided in this Agreement, each of the Members irrevocably waives, during the exercise of the Company created hereunder, any right that the Member may have to maintain any action (i) for partition with respect to any property of the Company and (ii) for dissolution of the Company pursuant to the Act.
- 9.12. Execution of Additional Instruments.
Each Member hereby agrees to execute such other and further statements of interests and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, rules, or regulations.
IN WITNESS WHEREOF,
the undersigned have signed this Operating Agreement as of the date and year first above written.
The Original Manager: