XI. MISCELLANEOUS PROVISIONS
1. Terms. Nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the person or persons, firm, or corporation may in the context require. The term "Code" shall refer to the Internal Revenue Code of 1986, as amended.
2. Article Headings. The Article headings and numbers contained in this Operating Agreement have been inserted only as a matted of convenience and for reference, and in no way shall be construed to define, limit, or describe the scope otr intent of any provision of this Operating Agreement.
3. Counterparts. This Operating Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.
4. Entire Agreement. This Operating Agreement constitutes the entire agreement among the parties hereto and contains all of the agreements among said parties with respect to the subject matter hereof. This Operating Agreement supersedes any and all other agreements, either oral or written, between said parties with respect to the subject matter hereof.
5. Severability. The invalidity or unenforceability of any particular provision of this Operating Agreement shall not effect the other provisions hereof, and this Operating Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
6. Amendment. This Operating Agreement may be amended or revoked at any time by a written agreement executed by all of the parties to this Operating Agreement, except where a lesser percentage of Membership Interests is permitted elsewhere in this Operating Agreement. No change or modification to this Operating Agreement shall be valid unless in writing and signed by all of the parties to this Operating Agreement.
7. Notices. Any Notice permitted or required under this Operating Agreement shall be conveyed to the party at the address reflected in this Operating Agreement and will be deemed to have been given, when deposited in the United States mail, postage paid, or when delivered in person, or by a national overnight courier or by facsimile transmission( the receipt of which is confirmed).
8. Binding Effect. Subject to the provisions of this Operating Agreement relating to transferability, this Operating Agreeement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.
9. Governing Law. This Operating Agreement is being executed and delivered in the State of STATE and shall be governed by, construed, and enforced in accordance with the laws of the State of STATE.
IN WITNESS WHEREOF, the parties hereto make and execute this Operating Agreement on the dates set below their names, to be effective on the date first above written.
WITNESSETH:
LLC NAME, LLC
____________________________MANAGER 1 NAME, Manager
MEMBERS:
____________________________MEMBER 1 NAME, Member etc.