pursuant to the California Code of Civil
Procedure to award sanctions with reference to interlocutory matters. Subject to
Section 13.07, the Member shall bear an equal (pro rata) share of any
arbitration costs, including any administrative or hearing fees charged by the
arbitrator or JAMS. (f) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, EACH MEMBER HEREBY WAIVES EACH SUCH MEMBERS RIGHT TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION (WHETHER AS PLAINTIFF, DEFENI)ANT OR OTHERWISE) BASED
UPON OR ARISING OUT OF OR RELATED TO THE COMPANY, THIS AGREEMENT, THE
CONTRIBUTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN
ANY ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY MEMBER
AGAINST THE OTHER MEMBER, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. EACH MEMBER AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY AN ARBITRATOR AS PROVIDED ABOVE BUT THIS WAIVER SHALL BE EFFECTIVE EVEN
IF, FOR ANY REASON WHATSOEVER, SUCH CLAIM OR CAUSE OF ACTION CANNOT BE TRIED BY
SUCH ARBITRATOR. WITHOUT LIMITING ThE FOREGOING, EACH MEMBER FURTHER AGREES THAT
EACH SUCH MEMBERS RIGHT TO A TRIAL BY JURY IS WAIVED TO THE MAXIMUM EXTENT
ALLOWED BY LAW BY OPERATION OF THE FOREGOING AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR ENPART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR THE CONTRIBUTION AGREEMENT OR ANY PROVISION
OF EITHER SUCH AGREEMENT. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
I197590.08/OC 373745-00003/pdo/agt 65 4848-9620-3892.16
[llcagreementoftrcmrc3llc066.jpg]
AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT AND/OR THE
CONTRIBUTION AGREEMENT. 1NITIA OF INITIALS OF TEJON MAJESTIC (g) Survivability.
The provisions of this Section 13.18 shall survive the withdrawal of any Member
from the Company and the dissolution and liquidation of the Company. 13.19
Timing All dates and times specified in this Agreement are of the essence and
shall be strictly enforced. 13.20 Remedies for Breach of this Agreement Except
as otherwise specifically provided in this Agreement, the remedies set forth in
this Agreement are cumulative and shall not exclude any other remedies to which
a Person may be lawfully entitled. 13.21 Survivability of Representations and
Warranties All representations, warranties and covenants contained in this
Agreement including, without limitation, the indemnities contained in Sections
7.10, 8.09, 9.03, 9.05 and 10.02(b) shall survive the execution of this
Agreement, the formation of the Company, the withdrawal of any Member and the
Liquidation of the Company. 13.22 Reasonableness of Rights and Remedies THE
RIGHTS AND REMEDIES SET FORTH TNTHIS AGREEMENT (INCLUI)ING, WITHOUT LIMITATION,
SECTION 3.03 ANT)ARTICLES VI AND VII) ARE A MATERIAL INDUCEMENT FOR EACH MEMBER
TO ENTER INTO THIS AGREEMENT, AND THE MEMBERS WOULD NOT HAVE AGREED TO ENTER
INTO THIS AGREEMENT BUT FOR THE AGREEMENT OF EACH MEMBER TO BE BOIJND BY SUCH
REMEDIES. EACH MEMBER ACKNOWLEDGES AND AGREES THAT THE FOREGOING REMEDIES ARE
FAIR AND REASONABLE AND HAVE BEEN ENTERED INTO WITH THE INFORMED CONSENT OF EACH
MEMBER. EACH MEMBER FURTHER ACKNOWLEDGES