WAIVER.
NO CONSENT OR WAIVER, EXPRESS
OR IMPLIED, BY ANY MEMBER TO OR OF ANY BREACH OR DEFAULT BY ANY OTHER MEMBER IN
THE PERFORMANCE BY THE OTHER OF HIS OR HER OBLIGATIONS HEREUNDER SHALL BE DEEMED
OR CONSTRUED TO BE A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OR DEFAULT BY
THE OTHER IN THE PERFORMANCE BY SUCH OTHER PARTY OF THE SAME OR ANY OTHER
OBLIGATIONS OF SUCH MEMBER HEREUNDER.
FAILURE ON THE PART OF ANY MEMBER TO
OBJECT TO OR COMPLAIN OF ANY ACT OR FAILURE TO ACT OF ANY OF THE OTHER MEMBERS
OR TO DECLARE ANY OF THE OTHER MEMBERS IN DEFAULT, IRRESPECTIVE OF HOW LONG SUCH
FAILURE CONTINUES, SHALL NOT CONSTITUTE A WAIVER BY SUCH MEMBER OF ITS RIGHTS
HEREUNDER.
3.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE
INVALID OR UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT AND THE
APPLICATION OF SUCH PROVISIONS TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE
AFFECTED THEREBY AND SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
4.
TITLES AND CAPTIONS.
ALL
SECTION TITLES OR CAPTIONS CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY
AND SHALL NOT BE DEEMED A PART OF THE CONTEXT OF THIS AGREEMENT.
5.
AGREEMENT IN COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED
AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN
ADDITION, THIS AGREEMENT MAY CONTAIN MORE THAN ONE COUNTERPART OF THE SIGNATURES
PAGE AND THE AGREEMENT MAY BE EXECUTED BY THE AFFIXING OF THE SIGNATURES OF EACH
OF THE MEMBERS TO ONE OF SUCH COUNTERPART SIGNATURE PAGES; ALL OF SUCH SIGNATURE
PAGES SHALL BE READ AS THOUGH ONE, AND SHALL HAVE THE SAME FORCE AND EFFECT AS
THOUGH ALL OF THE SIGNERS HAD SIGNED A SINGLE SIGNATURE PAGE.
EACH PARTY SHALL
BECOME BOUND BY THIS AGREEMENT IMMEDIATELY UPON AFFIXING HIS, HER OR ITS
SIGNATURE HERETO, INDEPENDENT OF THE SIGNATURE OF ANY OTHER PARTY.
6.
BINDING AGREEMENT.
SUBJECT TO THE
RESTRICTIONS ON TRANSFERS SET FORTH HEREIN, THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE UNDERSIGNED MEMBERS AND THEIR RESPECTIVE
HEIRS, EXECUTORS, LEGAL OR PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
IN
THIS CONTEXT, WHENEVER IN THIS INSTRUMENT A REFERENCE TO ANY PARTY OR MEMBER IS
MADE, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE A REFERENCE TO THE HEIRS,
EXECUTORS, LEGAL OR PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH
PARTY OR MEMBER.
7.
GOVERNING LAW; DISPUTES.
IT IS THE
INTENT OF THE PARTIES HERETO THAT ALL QUESTIONS WITH RESPECT TO THE CONSTRUCTION
OF THIS AGREEMENT AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF THE LAWS OF THE STATE OF
MINNESOTA.
VENUE FOR ANY DISPUTES SHALL BE IN MINNEAPOLIS, MINNESOTA.
TO
RESOLVE DISPUTES THE PARTIES SHALL (I) FIRST, ENGAGE IN NON-BINDING MEDIATION
WITH A SINGLE MEDIATOR, WITH SUCH MEDIATION SESSION BEFORE THE