Limited Liability Compa ny 有限责任公司章
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13.1.Executi on and Fili ng of Docume nts. The Managing Members shall execute and file a Certificate conforming to the requireme nts of the Act in the office of the Secretary of State for the State of (PLACENAME) and shall execute a fictitiousremind名词
bus in ess n ame stateme nt and file or cau such stateme nt to be filed
if required by (PLACENAME) law.
13.2.Other Instruments and Acts. The Members agree to execute any other instruments or perform any other acts that are or may be n ecessary to effectuate and carry on the Compa ny.
13.3.Binding Agreement. This Agreement shall be binding upon the tran sferees, successors, assig ns and legal repre ntatives of the Members.
13.4.秀次Gover ning Law. This Agreeme nt shall be gover ned by and con strued un der the laws of the State of (PLACENAME)
as applied to agreements among (PLACENAME)
温肺汤reside nts made and to be performed en tirely with in
(PLACENAME).
13.5.Notices. Any no tice or other com muni catio n that a Member desires to give to another Member shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in any Un ited States mail box, by registered or certified mail, postage prepaid, or upon transmission by telegram or telecopy, addresd to the other Member at the address show n in the exhibits attached to this Agreeme nt or at such other address as a Member may designate by fifteen (15) days 'dvance written notice to the other Members.
13.6.Power of Attorney. By signing this Agreement, each
Non-Ma naging Member desig nates and appo ints each of the Managing Members as its true and lawful attor ney, i n its n ame, place and stead to make, execute, sign and file such instruments, documents or certificates that may from time to time be required of the Compa ny by the laws of the Un ited States of America, the laws of the State of (PLACENAME) or any other state in
which the Compa ny shall con duct its in vestme nt activities in order
to qualify or otherwi en able the Compa ny to con duct its affairs in such jurisdicti ons; provided, however, that in no eve nt shall the Managing Members be deemed to have the authority under this Paragraph 13.6 to take any action that would result in any
Non-Managing Member losing the limitation on liability afforded here un der.
13.7.Amen dme nt Procedure. This Agreeme nt (and any exhibits to this Agreement) may be amended only with the written connt of the Managing Members. No ame ndme nt shall, however, (i) enl arge the obligations of any Member under this Agreement without the written connt of such Member, (ii) dilute the relative interest of any Member in the Net In come, Net Loss, distributi ons or capital of the Company without the written connt of such Member (except such dilution as may result from additional capital contributions from the Members or the admission of Additional Members as specifically permitted pursuant to this Agreement or as a result of a term in ati on or withdrawal of a Non-Ma naging Member), or (iii) alter or waive the terms of this Paragraph 13.7 or Paragraphs 13.14 and 13.17. The Managing Members shall promptly fur nish copies of any
amendments to this Agreement and the Company 梦见栽花' s Certificate to all教学的意义
Members.
13.8.Effective Date. This Agreeme nt shall be effective on the date t forth in the first paragraph of this Agreeme nt.
13.9.En tire Agreeme nt. This Agreeme nt con stitutes the en tire
agreement of the Members and superdes all prior agreements betwee n the Members with respect to the Compa ny.
13.10.中国大学慕课官网Titles; Subtitles. The titles and subtitles ud in this Agreement are ud for convenience only and shall not be con sidered in the in terpretati on of this Agreeme nt.
13.11.情谊的意思Compa ny Name. The Compa ny shall have the exclusive own ership and right to u the Compa ny n ame (and any n ame un der which the Compa ny shall elect to con duct its affairs) as long as the Compa ny con ti nu es.
13.12.Exculpation. Neither the Managing Members nor their Affiliates shall be liable to a Non-Managing Member or the Company for honest mistakes of judgment, for action or inaction take n reas on ably and in good faith for a purpo that was reas on ably believed to be in the best in terests of the Compa ny, for loss due to such mistakes, acti on or in acti on, or to the n eglige nee, dish on esty or bad faith of any employee, broker or other age nt of the Compa ny, the Managing Members or their Affiliates provided that such employee, broker or age nt was lected, en gaged or reta ined and supervid with reas on able care, provided that this Paragraph 13.12 shall not extend to any action which constitutes fraud, willful
misc on duct or gross n eglige nee. The Managing Members may con suit with eoun l and acco untants in respect of Compa ny affairs and be fully protected and justified in any action or inaction that is taken in accordanee with the advice or opinion of such counl or accountants, provided that they shall have been lected with reas on able care. Notwithsta nding any of the forego ing to the contrary, the provisions of this Paragraph 13.12 and of Paragraph 13.13 hereof shall not be construed so as to relieve (or attempt to relieve) any person of any liability by reason of recklessness or inten ti onal wron gdo ing or to the exte nt (but only to the exte nt) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Paragraph 13.12 and of Paragraph 13.13 to the fullest extent permitted by law.
13.13.Indemni ficati on. The Compa ny agrees to indemnify, out of the asts of the Compa ny only, the Managing Members and their Affiliates (and their agents), to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) reas on able fees, costs, and expe ns paid in conn ecti on with or result ing from any claim, acti on or dema nd aga inst the Managing Members, their Affiliates or any age nt thereof, the Compa ny or their agents that ari out of or in any way relate to the Company, its properties, bus in ess or affairs and (b) such claims, acti ons and dema nds and any loss or damages result ing from such claims,
acti ons and dema nds, in clud ing amounts paid in ttleme nt or compromi of any such claim, acti on or dema nd; provided, however, that this indemn ity shall not exte nd to con duct not un dertake n in good faith nor to any fraud, willful misc on duct or gross n eglige nee. Any pers on receiv ing an adva nee with respect to expe ns shall be required to agree to retur n such adva nee to the Compa ny in the eve nt it is subque ntly determ ined that such pers on was not entitled to indemnification hereunder. Any indemnified party shall promptly ek recovery under any other indemnity or any in sura n
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ee policies by which such indemni fied party may be indemni fied or covered or from any portfolio compa ny in which the Company has an investment, as the ca may be. No payment or adva nee may be made to any pers on un der this Paragraph 13.13 to any person who may have a right to any other indemnity (by in sura nee or otherwi) uni ess such pers on shall have agreed, to the exte nt of any other recovery, to retur n such payme nts or adva nces to the Compa ny.
